Item 1.01. Entry into a Material Definitive Agreement.

On August 17, 2022, Altria Group, Inc. ("Altria") entered into an Extension and Amendment No. 3 (the "Extension and Amendment Agreement") to its $3.0 billion senior unsecured 5-year revolving credit agreement, dated as of August 1, 2018, as amended by Amendment No. 1 to the Credit Agreement, dated as of January 25, 2019, and Extension and Amendment No. 2 to the Credit Agreement, dated as of August 18, 2021 (collectively, the "Credit Agreement"), with the lenders party thereto and JPMorgan Chase Bank, N.A. ("JPMCB") and Citibank, N.A. ("Citibank"), as administrative agents. The Extension and Amendment Agreement extends the maturity date of the Credit Agreement from August 1, 2024 to August 1, 2025. In addition, the Extension and Amendment Agreement amends the Credit Agreement to update the benchmark interest rate to a rate based on Term SOFR (as defined in the Extension and Amendment Agreement) and make certain other market updates.

All other terms and conditions of the Credit Agreement remain in full force and effect.

Some of the lenders under the Credit Agreement and their affiliates have various relationships with Altria and its subsidiaries involving the provision of financial services, including cash management, investment banking and trust services.

The foregoing description of the Extension and Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension and Amendment Agreement, which is attached as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K. The Credit Agreement was previously filed as Exhibit 10.1 to Altria's Current Report on Form 8-K (File No. 1-08940) filed on August 1, 2018, Amendment No. 1 to the Credit Agreement was previously filed as Exhibit 10.1 to Altria's Current Report on Form 8-K (File No. 1-08940) filed on January 31, 2019 and Extension and Amendment No. 2 to the Credit Agreement was previously filed as Exhibit 10.1 to Altria's Current Report on Form 8-K (File No. 1-08940) filed on August 18, 2021.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



10.1      Extension and Amendment No. 3 to the Credit Agreement, dated as of
        August 17, 2022, among Altria, the lenders party thereto and JPMCB and
        Citibank, as administrative agents.

104     The cover page from this Current Report on Form 8-K, formatted in Inline
        XBRL (included as Exhibit 101)



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