ALTRIA GROUP, INC.

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For the period ended May 14, 2026. Filed Apr 2, 2026.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Apr 2, 2026

MO$76.12-1.9%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)


☑	Filed by the Registrant	☐	Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Altria Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

E-Delivery

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We encourage all shareholders to voluntarily elect to receive proxy materials electronically. This helps reduce the paper mailed to you and supports our goal of minimizing our environmental footprint.


	Sign Up For E-Delivery At Proxyvote.com		Benefits of E-Delivery:
Please have your control number available.		■immediate and convenient access to the materials■helps us reduce our impact on the environment■helps us reduce our printing and mailing costs

Our Vision

At Altria, we are Moving Beyond Smoking® by responsibly:


Transitioning adult smokers to a smoke-free future	Competing vigorously for existing smoke-free adult nicotine consumers	Exploring new growth opportunities – beyond the U.S. and beyond nicotine

For decades we have been leaders in the tobacco industry, but the industry is evolving – and so are we. There are 55 million U.S. adult nicotine consumers 21+ today, and more than ever they seek smoke-free options that fit their lifestyles. We are here to meet that demand, making a meaningful impact in harm reduction while delivering products people love. We believe this is a transformative business opportunity for us. We want to be the leader in nicotine enjoyment for adults.

This means that we will continue to lead in traditional tobacco categories, including cigarettes. But we are thinking bigger –beyond smoking. We believe adult nicotine consumers deserve options –options that satisfy and delight them, that keep pace with evolving expectations, and that can potentially reduce risk. Adult nicotine consumers deserve accurate information so they can make informed choices.

We intend to deliver compelling, innovative smoke-free products and brands across e-vapor, oral nicotine pouches and heated tobacco. In each of these categories we will fight hard to earn consumer loyalty, grow our share and win. We will help transition adult smokers to a smoke-free future, and we will vigorously compete for existing smoke-free adult nicotine consumers. With urgency, determination, and a commitment to responsibility, we will strive to shape the future of nicotine enjoyment.

We are also exploring new growth opportunities beyond the U.S. and beyond nicotine. We believe the capabilities we have built over decades of leadership in the nicotine space equip us to excel in other categories as well.


	6601 West Broad StreetRichmond, Virginia 23230

Notice of 2026 Annual Meeting of Shareholders


	Date and TimeThursday, May 14, 2026 at 9:00 a.m., Eastern Time.		Virtual Meeting SiteShareholders may attend virtually at www.virtualshareholdermeeting.com/ALTRIA2026.		Record DateYou are entitled to vote if you were a shareholder of record at the close of business on March 25, 2026.


Items of Business	Board Recommendation	Read More
Proposal 1To elect as directors the 10 nominees named in the accompanying Proxy Statement.	FOR each nominee	Page 27
Proposal 2To ratify the selection of PricewaterhouseCoopers LLP as Altria’s independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR	Page 36
Proposal 3To hold a non-binding advisory vote to approve the compensation of Altria’s named executive officers.	FOR	Page 74

Shareholders will also act on other business that properly comes before the meeting, if any.

Attending the Meeting - For instructions on attending the meeting, please see “Instructions for the Annual Meeting” on page 77 of this Proxy Statement.

2025 Annual Report - A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”) accompanies this Proxy Statement.

You will need the 16-digit control number included on your proxy materials to vote.

	Vote By Mobile Device		Vote During Meeting
■Scan the QR Code that appears on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form to vote using your mobile device.		■The meeting is being held via live webcast. For instructions on voting during the 2026 Annual Meeting, please see the “Instructions for the Annual Meeting” on page 77 of this Proxy Statement. We strongly encourage you to vote in advance of the meeting using the other methods available.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 14, 2026: Altria’s Notice of Annual Meeting, Proxy Statement and 2025 Form 10-K are available, free of charge, at www.altria.com. This Notice, the Proxy Statement and the proxy card are first being made available or mailed to shareholders on or about April 2, 2026.Under the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish proxy materials to their shareholders over the Internet, we mail to many shareholders a Notice of Internet Availability of Proxy Materials rather than a paper copy of the accompanying Proxy Statement and our 2025 Form 10-K. We believe this expedites shareholders receiving proxy materials, lowers costs and conserves natural resources. The Notice of Internet Availability of Proxy Materials explains how to access the proxy materials online, vote online and obtain a paper copy of our proxy materials.

By Order of the Board of Directors of Altria Group, Inc.,

Mary C. Bigelow

Vice President, Corporate Secretary and Associate General Counsel

April 2, 2026

Richmond, Virginia

A LETTER FROM OUR CHIEF EXECUTIVE OFFICER
“I am thrilled that the Board has selected Sal Mancuso to become our next Chief Executive Officer and Heather Newman to become our next Chief Financial Officer. These are tremendous leaders, full of passion and the drive to propel us forward.”		Dear Fellow Shareholder:I am pleased to invite you to join us at the 2026 Annual Meeting of Shareholders of Altria Group, Inc. to be held on Thursday, May 14, 2026 at 9:00 a.m., Eastern Time. We will hold the meeting via live webcast. We believe the virtual format enhances the ability of shareholders to attend the meeting. During the meeting, shareholders will be able to vote their shares electronically and will have an opportunity to ask questions. In addition, we will post a webcast replay to our website at www.altria.com under Investor Relations following the meeting. For more information on the meeting, including details on how to attend, see “Instructions for the Annual Meeting” on page 77 of this Proxy Statement.At this year’s meeting, we will vote on the election of 10 directors and the ratification of the selection of PricewaterhouseCoopers LLP as Altria’s independent registered public accounting firm. We will also conduct a non-binding advisory vote on the compensation of Altria’s named executive officers. Your vote is very important. I encourage you to use internet, telephone or mobile device voting prior to the meeting or complete, sign and return your proxy card or voting instruction form so that your shares will be represented and voted at the meeting even if you cannot attend.Finally, after a long and enriching career at the Altria family of companies, I have announced my decision to retire following this year’s Annual Meeting. I am thrilled that the Board has selected Sal Mancuso to become our next Chief Executive Officer and Heather Newman to become our next Chief Financial Officer. These are tremendous leaders, full of passion and the drive to propel us forward. I am confident they are the right leaders for this moment and this amazing organization. Thank you for your investment in Altria. I look forward to its bright future.Sincerely,William F. Gifford, Jr.Chief Executive Officer
		For further information about the 2026 Annual Meeting, please call 1-804-484-8838.

A LETTER FROM OUR BOARD OF DIRECTORS

Dear Fellow Shareholder:We take great pride in serving as Altria’s Board of Directors (“Board” or “Board of Directors”) and remain focused on Altria’s long-term success and the opportunity to shape a better future for adult nicotine consumers, our employees, shareholders and society.Through our oversight of broad corporate policies and strategic initiatives, we support management in the pursuit of our Vision of Moving Beyond Smoking®. We are proud of the continued progress toward our Vision in 2025, and we share management’s belief that the tobacco harm reduction opportunity remains in front of us and that we have the right strategies to make it a reality. As we pursue new avenues for growth, we will build from our strengths and be guided by our Vision.We also share management’s objective of delivering consistent shareholder value. We are pleased to have raised the regular quarterly dividend for the 60th time in the past 56 years and continued to repurchase our shares in the market. We believe these actions highlight the resilience of our businesses while we continue to successfully navigate the challenges of a dynamic business environment.In discharging our responsibilities, we actively oversee Altria’s corporate responsibility efforts. We encourage you to read more about Altria’s corporate responsibility initiatives and progress in the various reports available at www.altria.com under Responsibility.We would like to thank Billy for his more than 30 years of distinguished service to the Altria family of companies, including more than five years as Chief Executive Officer and member of the Board. Billy’s leadership and commitment to Altria’s Vision have been invaluable and provide a strong foundation for Altria’s future success.We thank you for your investment in Altria and your support for the Board.Sincerely,Your Board of Directors	Kathryn B. McQuade (Chair)Ian L.T. ClarkeMarjorie M. ConnellyR. Matt DavisWilIiam F. Gifford, Jr.Debra J. Kelly-EnnisSalvatore MancusoGeorge MuñozVirginia E. ShanksRichard S. StoddartEllen R. StrahlmanM. Max Yzaguirre

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