Gifford William F. Jr. 4

What Happened

• William F. Gifford Jr., CEO of Altria Group, received 70,364 shares on February 26, 2026 upon vesting of performance stock units. To satisfy tax withholding on the vesting, 61,849 shares were withheld (disposed) at the closing price of $69.70, generating roughly $4,310,875 to cover tax liabilities. Net shares added to his holdings from this event were 8,515 shares (70,364 granted minus 61,849 withheld).

Key Details

• Transaction date: February 26, 2026. Filing date: March 2, 2026 (timely).
• Award: 70,364 shares received (code A) at $0.00 cost (vesting of PSUs).
• Tax withholding: 61,849 shares withheld/disposed (code F) at $69.70 = $4,310,875.
• Net effect: +8,515 shares to Gifford’s holdings from this vesting.
• Footnotes: Shares received came from PSUs granted Feb 27, 2023; shares were withheld to satisfy taxes; $69.70 is the closing price on Feb 25, 2026. Filing notes total holdings include 173,151 Restricted Stock Units and some shares are held in the Altria Deferred Profit‑Sharing Plan.
• Filing timeliness: Report filed within the SEC’s two business‑day window.

Context

• This was not an open‑market purchase or market sale for investment proceeds; it was the routine vesting of long‑term incentive awards (PSUs/RSUs) with shares withheld to cover tax obligations (a common cashless withholding practice). Such awards represent compensation realization rather than an express trading view by the insider.