false000076418012/3100007641802022-10-262022-10-260000764180mo:CommonStock0.3313ParValueMember2022-10-262022-10-260000764180mo:CommonStock1.000NotesDue2023Member2022-10-262022-10-260000764180mo:CommonStock1.700NotesDue2025Member2022-10-262022-10-260000764180mo:CommonStock2.200NotesDue2027Member2022-10-262022-10-260000764180mo:CommonStock3.125NotesDue2031Member2022-10-262022-10-26

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ALTRIA GROUP, INC.

(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)

_______________________________________________________________________________________________________________

☐			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))

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

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 2.02.    Results of Operations and Financial Condition.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

•expand the scope of disclosures required by a shareholder seeking to bring a director nomination or other business before a meeting of shareholders (“proposing shareholder”) to include:

•any rights to dividends on Altria shares owned beneficially by the shareholder and any affiliates or associates or other parties with whom the shareholder is acting in concert (each, an “associated person”) that are separated or separable from the underlying Altria shares;

•any proportionate interest in Altria shares or any derivative instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder or any associated person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity; and

•any performance-related fees (other than an asset-based fee) that the shareholder or any associated person is entitled to based on the increase or decrease in the value of Altria shares or derivative instruments;

•expand the scope of disclosures required by a proposing shareholder seeking to bring a director nomination (“shareholder nominee”) to include:

•the name, age, business address and, if known, residence address of each shareholder nominee for whom the shareholder is proposing or intends to solicit proxies and of each shareholder nominee who would be presented for election at the annual meeting in the event of a need to change the shareholders’ original slate; and

•a representation as to whether the shareholder or any associated person intends to solicit proxies in support of director nominees other than individuals nominated by the Board (“board nominees”) in compliance with the requirements of Rule 14a-19(b) under the Exchange Act;

•clarify that, in addition to complying with the advance notice provisions in the By-Laws, each proposing shareholder and any associated person must also comply with all applicable requirements of Altria’s Articles of Incorporation, the By-Laws and state and federal law, including the Exchange Act, with respect to any such proposal or the solicitation of proxies with respect thereto;

•provide that any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white;

•provide that (a) no shareholder or associated person may solicit proxies in support of any nominees other than board nominees unless such shareholder and associated person complies with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to Altria of notices required thereunder in a timely manner, and (b) if such shareholder or associated person (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then Altria will disregard any proxies or votes solicited for such shareholder’s nominees;

•provide that, if any shareholder or associated person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder or associated person must deliver to Altria, upon its request, reasonable evidence that such shareholder or associated person has met the requirements of Rule 14a-19 under the Exchange Act no later than five business days prior to the applicable meeting;

•require shareholder nominees and board nominees to provide any additional information necessary to permit the Board to determine the nominee’s independence;

•provide that if Altria increases the number of directors to be elected to the Board and does not make a public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by the By-Laws will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to Altria’s secretary not later than the close of business on the tenth day following the day on which the public announcement naming all nominees or specifying the size of the increased Board is first made by Altria; and

•make various other updates, including clarifying, ministerial and conforming changes.

Item 7.01.    Regulation FD Disclosure.

Item 8.01.    Other Events.

On October 26, 2022, Altria, through its Philip Morris USA Inc. (“PM USA”) subsidiary, entered into a joint venture with JTI (US) Holding, Inc. (“JTIUH”), a subsidiary of JT, for the U.S. marketing and commercialization of HTS products, which are defined in the joint venture agreement as products that include both (i) a tobacco heating device intended to heat the consumable without combusting and (ii) a consumable that meets the definition of a cigarette under the U.S. Federal Cigarette Labeling and Advertising Act. The joint venture is structured to exist in perpetuity and forms the Horizon Innovations LLC (“Horizon”) entity, which is responsible for the U.S. commercialization of current and future HTS products owned by either party. Upon pre-market tobacco application authorization, Horizon will become the exclusive entity through which the parties market and commercialize HTS products in the U.S. The parties expect to jointly prepare U.S. Food and Drug Administration filings for the latest version of Ploom HTS products. Upon pre-market tobacco application authorization of Ploom HTS products, JTIUH will supply Ploom HTS devices and PM USA will manufacture Marlboro HTS consumables for U.S. commercialization.

(d)			Exhibits
			3.1						Amended and Restated By-Laws of Altria Group, Inc. (effective as of October 26, 2022)
			99.1						Altria Group, Inc. Press Release, dated October 27, 2022 (furnished under Item 2.02)
			99.2						Altria Group, Inc. Press Release, dated October 27, 2022 (furnished under Item 7.01)
			99.3						Altria Group, Inc. Press Release, dated October 27, 2022 (furnished under Item 7.01)
			104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

			ALTRIA GROUP, INC.
			By:			/s/ W. HILDEBRANDT SURGNER, JR.
			Name:			W. Hildebrandt Surgner, Jr.
			Title:			Vice President, Corporate Secretary and
						Associate General Counsel