8-K: Altria Group Announces Temporary Blackout Period for Employee Retirement Plans Amid Trustee Transition

Altria Group, Inc. has announced a temporary blackout period for its Deferred Profit-Sharing Plans, effective July 10-13, 2025, to facilitate the transition of trustee services from State Street Bank to Fidelity Management Trust Company.

Summary

• Altria Group, Inc. (the Company) has announced a temporary blackout period for its Deferred Profit-Sharing Plan for Salaried Employees and Deferred Profit-Sharing Plan for Hourly Employees (together, the DPS Plans).
• The blackout period is necessary due to the transition of certain trustee services from State Street Bank and Trust Company to Fidelity Management Trust Company, effective July 11, 2025.
• The blackout period is expected to begin at 4:00 p.m. Eastern Time on July 10, 2025, and conclude during the week of July 13, 2025.
• During this period, participants and beneficiaries in the DPS Plans will be temporarily unable to direct or diversify investments in their individual accounts, or obtain a loan, withdrawal, or distribution from their accounts.
• Additionally, directors and executive officers are prohibited from trading Altria common stock or derivatives acquired in connection with their service or employment during the blackout period, as per Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR.

Sentiment

Score: 5

Explanation: The announcement details a routine administrative change (trustee transition) for employee benefit plans, which is a neutral event. While it involves a temporary blackout period and trading restrictions, these are standard procedural measures for such transitions and do not indicate positive or negative financial performance or strategic shifts.

Negatives

• Temporary inability for DPS Plan participants to direct or diversify investments, or obtain loans, withdrawals, or distributions from their accounts.
• Trading restrictions imposed on directors and executive officers regarding Altria common stock during the blackout period.

Risks

• Participants in the DPS Plans face a temporary inability to manage their investments, potentially missing opportunities or being unable to access funds during the blackout period.
• Directors and executive officers are subject to strict trading prohibitions on company stock during the blackout period, with potential penalties for violations, including disgorgement of profits and civil/criminal penalties.

Future Outlook

The blackout period for Altria's Deferred Profit-Sharing Plans is expected to begin on July 10, 2025, and conclude during the week of July 13, 2025, facilitating a smooth transition of trustee services to Fidelity Management Trust Company.

Management Comments

• "During the Blackout Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period and other information regarding the Blackout Period by contacting W. Hildebrandt Surgner, Jr., Vice President, Corporate Secretary and Associate General Counsel by telephone at 804-274-2200, or by mail at 6601 West Broad Street, Richmond, Virginia 23230."
• "If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties."

Industry Context

Trustee transitions for employee benefit plans are a common administrative procedure in the financial services industry, often undertaken to optimize plan administration, reduce costs, or enhance participant services. Such transitions typically involve temporary restrictions on account access to ensure data integrity during the transfer process.

Comparison to Industry Standards

• This document does not contain financial or operational results that can be directly compared to industry benchmarks or specific comparable companies/projects.
• The administrative process of transitioning trustee services for employee benefit plans is a standard practice across industries, and the temporary blackout period is a typical measure to ensure data accuracy and system integrity during such a change.

Corporate Governance

Stakeholder Impact

• Employees (DPS Plan Participants): Will temporarily lose access to manage their retirement accounts (direct investments, withdrawals, loans) during the blackout period.
• Directors and Executive Officers: Will be prohibited from trading company stock acquired through their service or employment during the blackout period, subject to legal penalties for non-compliance.
• Shareholders: No direct impact on general shareholders' ability to trade Altria stock, but the administrative nature of the announcement is unlikely to affect share price significantly.

Next Steps

• The blackout period for DPS Plans is expected to begin on July 10, 2025, and end during the week of July 13, 2025.
• Security holders and interested persons can contact W. Hildebrandt Surgner, Jr. for information about the actual beginning and ending dates of the blackout period for two years after its conclusion.

Key Dates

Keywords

Altria Group, MO, SEC filing, 8-K, blackout period, employee benefit plans, deferred profit-sharing plan, trustee transition, State Street Bank, Fidelity Management Trust Company, Sarbanes-Oxley Act, Regulation BTR, trading restrictions, corporate governance, employee retirement plans