MO 8-K: Smart Summary

Altria Group, Inc. disclosed compensation arrangements for newly elected CEO Salvatore Mancuso and CFO Heather A. Newman, both effective May 14, 2026, as well as retirement and consulting arrangements for outgoing CEO William F. Gifford, Jr., who retired effective upon the conclusion of Altria's Annual Meeting on May 14, 2026.

• Chief Executive Officer Salvatore Mancuso — elected CEO of Altria Group, Inc. effective May 14, 2026 upon conclusion of the Annual Meeting; became a salary band A employee
• Executive Vice President and Chief Financial Officer Heather A. Newman — elected EVP and CFO of Altria Group, Inc. effective May 14, 2026 upon conclusion of the Annual Meeting; became a salary band B employee

• Salvatore Mancuso — annual base salary set at $1,350,000 as of May 14, 2026; granted 40,634 RSUs and 37,246 PSUs, vesting May 15, 2031 (five years from grant date); PSUs earned will range between 0% and 200% of target based on performance during 2026–2028 performance period; annual incentive award plan target of 175% of base salary; annual equity award target of $8.5M; LTIP award target for 2024–2026 plan is 260% of salary; LTIP award targets for 2025–2027 and 2026–2028 plans are $4M and $4M, respectively; annual incentive and LTIP awards pro-rated based on time in salary band; personal aircraft usage allowance of $125,000 for the period May 14, 2026 to December 31, 2026; Altria will also provide residential security system upgrades and monitoring and cybersecurity monitoring
• Heather A. Newman — annual base salary set at $800,000 as of May 14, 2026; annual incentive award plan target of 100% of base salary; annual equity award target of $2.3M; LTIP award target for 2024–2026 plan is 140% of salary; LTIP award targets for 2025–2027 and 2026–2028 plans are $1.3M and $1.5M, respectively; annual incentive and LTIP awards pro-rated based on time in salary band
• William F. Gifford, Jr. — annual incentive award plan payment of $995,822 approved (175% of salary as of March 1, 2026, pro-rated through May 14, 2026); pro-rated 2024–2026 LTIP award target of $3,030,284 and pro-rated 2025–2027 LTIP award target of $1,822,831, each based on actual business performance with no guarantee of payment, to be made following end of applicable performance cycle; cash payments approved for unvested 2024 RSU award (88,718 RSUs) and unvested 2025 RSU award (84,433 RSUs), pro-rated for period worked during vesting periods, valued using average closing price on NYSE on each of the 20 trading days immediately preceding and including May 14, 2026, aggregate cash payment for RSUs is $6,859,062, to be paid in Q4 2026; cash payments approved for unvested 2024 PSU award (85,883 PSUs) and unvested 2025 PSU award (81,107 PSUs), pro-rated for period worked, valued based on closing price on the day before the vest date adjusted by PSU performance rating, aggregate cash payment for PSUs at target business performance (including target dividend equivalents) is $7,837,712, to be paid after conclusion of applicable performance cycles ending in 2026 and 2027; entitled to payments and benefits generally available to employees under Altria's benefit plans; consulting services from May 15, 2026 through December 31, 2026 at a rate of $250,000 per month (May 2026 payment pro-rated), no other compensation for consulting services

• Chief Executive Officer William F. Gifford, Jr. — retired effective May 14, 2026 upon conclusion of Altria's Annual Meeting; forfeited all unvested RSU and PSU awards granted in 2024 and 2025 immediately upon retirement; forfeited eligibility for payment under the 2026–2028 LTIP; did not receive an annual equity award in 2026; aircraft time sharing agreement terminated effective May 14, 2026; subject to Confidentiality and Non-Competition Agreement with 18-month post-employment restriction period commencing upon expiration or earlier termination of the Consulting Agreement

• Ian L.T. Clarke — 1,013,287,203 for / 8,238,910 against (98.19% approval)
• Marjorie M. Connelly — 1,008,048,874 for / 13,600,216 against (97.68% approval)
• R. Matt Davis — 1,013,953,369 for / 7,535,213 against (98.27% approval)
• Debra J. Kelly-Ennis — 992,663,779 for / 29,046,549 against (97.16% approval)
• Salvatore Mancuso — 1,015,072,387 for / 6,516,667 against (98.37% approval)
• Kathryn B. McQuade — 994,449,272 for / 27,294,877 against (97.32% approval)
• Virginia E. Shanks — 1,013,051,391 for / 8,667,012 against (98.16% approval)
• Richard S. Stoddart — 1,014,437,977 for / 7,088,228 against (98.31% approval)
• Ellen R. Strahlman — 1,012,835,359 for / 8,722,439 against (98.15% approval)
• M. Max Yzaguirre — 1,013,302,757 for / 8,247,365 against (98.20% approval)

• Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026 — 1,312,899,222 for / 46,339,041 against / 5,228,308 abstain (96.57% approval) — passed
• Non-Binding Advisory Vote to Approve the Compensation of Altria's Named Executive Officers — 977,966,533 for / 38,503,766 against / 8,808,032 abstain (96.20% approval) — passed