Altria Initiates $2.4 Billion Accelerated Share Repurchase Transactions

58

Altria Group, Inc. has entered into accelerated share repurchase (ASR) transactions with Morgan Stanley to repurchase $2.4 billion of its common stock. Under the agreements, Altria received an initial share delivery representing approximately 85% of the total shares to be repurchased, based on the closing price per share of its common stock. The remaining shares are expected to be delivered by the end of the second quarter of 2024. Depending on certain circumstances specified in the agreements, Altria may be required to deliver shares or pay cash upon settlement of the ASR agreements.

The total number of shares ultimately purchased will depend on final settlement and will be based on volume-weighted average prices of Altria’s common stock during the terms of the ASR transactions, less a discount. These transactions are part of Altria’s expanded $3.4 billion share repurchase program, slated for completion by December 31, 2024. Share repurchases are subject to marketplace conditions and other factors and remain at the discretion of Altria’s Board of Directors.

Additionally, Altria has concluded the sale of 35 million shares of Anheuser-Busch InBev (ABI) through a global secondary offering. This offering included a public offering of ABI ordinary shares represented by American depositary shares (ADS) in the United States, a public offering of ABI ordinary shares in the United States, a concurrent private placement of ABI ordinary shares in the European Economic Area and the United Kingdom, and an offering of ABI ordinary shares in other countries outside the United States. The shares were priced at $61.50 per ADS, corresponding to €56.17 per ABI ordinary share. Furthermore, ABI repurchased $200 million of ordinary shares directly from Altria. Altria granted the underwriters an option to purchase up to an additional 5.25 million of its ABI shares at the offering price per ADS. In conjunction with the offering, Altria committed to a 180-day lockup period for its remaining ABI shares.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.