Form 4: Altria EVP McCarter III's Stock Vesting & Tax Withholding

Altria Group's EVP & General Counsel, Robert A. McCarter III, reported the vesting of performance stock units and subsequent tax-related share disposition.

Summary

• Robert A. McCarter III, Executive Vice President and General Counsel of Altria Group, Inc. (MO), reported transactions on February 26, 2026.
• Acquired 5,767 shares of common stock upon the vesting of Performance Stock Units that were granted on February 27, 2023.
• Disposed of 4,517 shares of common stock at a price of $69.70 per share.
• The disposition was to satisfy tax obligations related to the vesting of Performance Stock Units and Restricted Stock Units.
• The closing price of Altria Group, Inc. common stock on February 25, 2026, the last trading day immediately preceding the shares vesting, was $69.70.
• Following these transactions, McCarter III directly beneficially owns 123,612 shares of common stock, which includes 88,538 Restricted Stock Units.
• The transactions were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event. The vesting of performance-based equity indicates the executive's continued alignment with company performance and the achievement of prior goals, while the tax-related disposition is a routine, non-discretionary event.

Positives

• The acquisition of 5,767 shares of common stock through the vesting of Performance Stock Units indicates continued long-term incentive alignment between the executive and shareholder interests.
• The vesting of Performance Stock Units suggests the achievement of performance targets set when the units were granted in February 2023.

Negatives

• The disposition of 4,517 shares of common stock, although for tax purposes, reduces the executive's direct beneficial ownership.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine executive compensation events, such as the vesting of performance-based equity and subsequent tax withholding, are standard practice across the consumer staples and tobacco industries. These transactions reflect the execution of pre-established compensation plans rather than discretionary trading, aligning executive incentives with long-term company performance.

Comparison to Industry Standards

• StockSavvy.ai observes that the use of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) as a significant component of executive compensation is a common practice among large-cap companies, particularly within the consumer staples sector.
• Companies like Philip Morris International (PM) and British American Tobacco (BTI) also heavily utilize equity-based incentives to align executive interests with shareholder value creation.
• The tax withholding mechanism is a standard, efficient method for executives to cover tax liabilities arising from equity vesting, consistent with practices seen at peers such as Coca-Cola (KO) or PepsiCo (PEP).

Stakeholder Impact

• Shareholders: The vesting of performance-based equity for an executive aligns management's interests with shareholder value creation. The tax-related sale is a routine event with minimal direct impact on the broader shareholder base.
• Employees: No direct impact on general employees.
• Customers: No direct impact on customers.
• Suppliers: No direct impact on suppliers.
• Creditors: No direct impact on creditors.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events (vesting of PSUs and tax withholding) under a pre-arranged plan. Such transactions are generally expected and do not typically signal a change in the company's fundamental outlook or warrant a shift in investment strategy. The executive's continued equity ownership aligns interests with shareholders, supporting a 'hold' recommendation based solely on this filing.

Keywords

Altria Group, MO, SEC Form 4, Insider Transaction, Stock Vesting, Performance Stock Units, Restricted Stock Units, Executive Compensation, Robert A. McCarter III, General Counsel