Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2022
(Exact name of registrant as specified in its charter)
Virginia    1-08940    13-3260245
(State or other jurisdiction
of incorporation)
   (Commission File Number)    (I.R.S. Employer
Identification No.)
6601 West Broad Street, Richmond, Virginia 23230
(Address of principal executive offices)         (Zip Code)
Registrant’s telephone number, including area code: (804) 274-2200
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
               Title of each class               
Trading Symbols Name of each exchange on which registered
Common Stock, $0.33 1/3 par value
MO New York Stock Exchange
1.000% Notes due 2023
MO23A New York Stock Exchange
1.700% Notes due 2025
MO25 New York Stock Exchange
2.200% Notes due 2027
MO27 New York Stock Exchange
3.125% Notes due 2031
MO31 New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01.    Other Events.
As previously disclosed, Altria Group, Inc. (“Altria,” “we” or “our”) agreed to certain non-competition obligations pursuant to our relationship agreement with JUUL Labs, Inc. (“JUUL”), which generally required that we participate in the e-vapor business only through JUUL. Altria also obtained the option to be released from such non-competition obligations in certain circumstances, including if the carrying value of our investment in JUUL is not more than 10% of its initial carrying value of $12.8 billion. At June 30, 2022, the carrying value of Altria’s investment in JUUL was $450 million. We exercised our option to be released from our JUUL non-competition obligations on September 29, 2022, resulting in (i) the permanent termination of our non-competition obligations to JUUL, (ii) the loss of our JUUL board designation rights (other than the right to appoint one independent director so long as our ownership continues to be at least 10%), our preemptive rights, our consent rights and certain other rights with respect to our investment in JUUL and (iii) the conversion of our JUUL shares to single vote common stock, significantly reducing our voting power.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Name: W. Hildebrandt Surgner, Jr.
Title: Vice President, Corporate Secretary and
Associate General Counsel

DATE:    September 30, 2022

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