UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 11, 2011

Reynolds American Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: 336-741-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ITEM 1.01 Entry into a Material Definitive Agreement.

On November 14, 2011, Reynolds American Inc., referred to as RAI, announced that its Board of Directors had authorized RAI to repurchase, on or before May 31, 2014, up to $2.5 billion of outstanding shares of RAI common stock, in open market or privately negotiated transactions or pursuant to the share repurchase agreement described below under “Share Repurchase Agreement” (such share repurchase is referred to as the Repurchase Program). The execution of the Repurchase Program is subject to prevailing market and business conditions and may be terminated or suspended at any time.

Share Repurchase Agreement

In connection with the Repurchase Program, RAI and Brown & Williamson Holdings, Inc., referred to as B&W, a wholly owned subsidiary of British American Tobacco p.l.c., referred to as BAT, entered into a Share Repurchase Agreement, dated November 11, 2011, referred to as the SRA. The material terms of the SRA are summarized below, with this summary qualified in its entirety by the full text of the SRA, a copy of which is attached to this report as Exhibit 10.1.

As of November 11, 2011, B&W was the record and beneficial owner of 245,036,858 shares of RAI common stock, or approximately 42% of RAI’s outstanding common stock. Subject to the terms of the SRA, B&W will participate in the Repurchase Program (except to the extent the purchases under the Repurchase Program are Excluded Compensation Buybacks, as such term is defined in the SRA) on a basis approximately proportionate with B&W’s percentage ownership of RAI’s equity, and in a manner designed to treat B&W’s proceeds from its sales of RAI common stock pursuant to the Repurchase Program as dividends for tax purposes, such treatment referred to as the Intended Tax Treatment. B&W will not participate proportionately in Excluded Compensation Buybacks under the Repurchase Program because those share repurchases, which will satisfy the requirements of the Governance Agreement described below, offset increases in the number of outstanding shares of RAI common stock, and the net effect of such share issuances and share buybacks (without B&W participation) is to keep B&W’s percentage ownership in RAI unchanged.

Subject to this treatment of Excluded Compensation Buybacks, under the SRA, at the end of each week, referred to as a Buyback Week, during which RAI purchases shares of RAI common stock under the Repurchase Program from shareholders other than B&W, RAI will purchase from B&W shares of RAI common stock in an amount that is equal to the lowest of:

(1) the number of shares such that, after giving effect to the purchase, the net total number of shares sold by B&W to RAI under the SRA will be equal to the total number of shares purchased by RAI from shareholders other than B&W for all periods through such Buyback Week pursuant to the Repurchase Program multiplied by the ratio, which is subject to certain adjustments as set forth in the SRA, of (x) B&W’s percentage ownership of the equity of RAI on November 11, 2011, to (y) 1.0 minus B&W’s percentage ownership of the equity of RAI on November 11, 2011;

(2) the maximum number of shares that B&W can sell to RAI without decreasing B&W’s percentage ownership of the equity of RAI from November 11, 2011 to the end of such Buyback Week; and

(3) the maximum number of shares that B&W reasonably determines it can sell to RAI without putting at risk the Intended Tax Treatment.

The per share price to be paid by RAI with respect to any such purchase of RAI common stock from B&W will be equal to the volume weighted average price paid by RAI for shares of RAI common stock purchased from shareholders other than B&W during the Buyback Week.

The SRA provides that B&W may reduce the number of shares otherwise determined to be sold to RAI pursuant to clause (2) of the preceding paragraph in order to obtain the Intended Tax Treatment, to assure itself that its percentage ownership of RAI’s equity will not decrease as a result of certain transactions. Further, under the SRA, if B&W reasonably determines that (1) there is a reasonable risk of it not obtaining the Intended Tax Treatment because of equity issued or to be issued by RAI which reduces B&W’s percentage ownership of RAI’s equity, and (2) such risk cannot be avoided by reducing the number of shares to be sold to RAI in future Buyback Weeks, then B&W may elect to repurchase from RAI a number of shares of RAI common stock (up to the number of shares B&W had already sold to RAI under the Repurchase Program) sufficient to eliminate such risk. B&W may not exercise the foregoing reduction right or purchase right to the extent such exercise would cause B&W’s percentage ownership of the voting stock of RAI to exceed 43.1783% (the Standstill Percentage, as defined in the Governance

Agreement discussed below, plus 1%). In calculating B&W’s percentage ownership of RAI in the preceding sentence, certain shares that are expected to be issued by RAI are treated as already outstanding. If B&W has exercised the foregoing reduction right or purchase right due to an expected issuance by RAI of additional shares of RAI common stock and RAI subsequently determines that such issuance will not take place, or if B&W has reduced the number of shares to be sold to RAI in reliance upon certain facts or assumptions and RAI or B&W subsequently determines that such facts or assumptions are no longer correct or applicable, then RAI will in certain circumstances purchase from B&W a certain number of shares of RAI common stock as a result of such canceled issuance or subsequent determination, all as set forth in, and otherwise subject to the terms of, the SRA.

RAI has agreed under the SRA, in certain circumstances, to indemnify B&W from loss or liability arising from B&W’s failure to obtain the Intended Tax Treatment resulting from the inaccuracy of any information provided to B&W by RAI in certain periodic certificates delivered to B&W under the SRA.

Subject to earlier termination by either party as set forth therein, the SRA will terminate on the earlier of May 31, 2014, and the expenditure of $2.5 billion pursuant to the Repurchase Program, including pursuant to the SRA.

In connection with its approval of the SRA, RAI’s Board of Directors determined that under the existing terms of RAI’s shareholder rights plan adopted on July 30, 2004, neither BAT nor any of its subsidiaries will be deemed to be an “Acquiring Person” (as such term is defined in the rights plan), no “Distribution Date” (as such term is defined in the rights plan) will be deemed to occur, and the rights thereunder will not become triggered or exercisable, in each case solely by reason of the execution or performance of the SRA or any increased ownership of RAI common stock by BAT or any of its subsidiaries pursuant to the SRA.

Amendment to Governance Agreement

In connection with the business combination transactions consummated on July 30, 2004, pursuant to which, among other things, the U.S. cigarette and tobacco business of B&W was combined with the business of R. J. Reynolds Tobacco Company (an indirect, wholly owned subsidiary of RAI), B&W, BAT and RAI entered into a Governance Agreement, dated July 30, 2004, as amended, which is referred to as the Governance Agreement. Subject to certain exceptions (none of which would apply to B&W’s exercise of the purchase right under the SRA described above under “Share Repurchase Agreement”), the Governance Agreement prohibits BAT and its subsidiaries from acquiring beneficial ownership of additional shares of RAI common stock until the earliest of July 30, 2014, the date on which a significant transaction, as defined therein, is consummated and the date on which the Governance Agreement otherwise terminates.

In connection with the entry into the SRA, RAI, BAT and B&W entered into Amendment No. 3, dated as of November 11, 2011, to the Governance Agreement, modifying the Governance Agreement to, among other things, (i) permit B&W’s acquisition of shares of RAI common stock pursuant to and as contemplated by the SRA and to disregard the dispositions of shares of RAI common stock by B&W to RAI pursuant to the SRA in determining whether BAT and its subsidiaries are permitted to acquire beneficial ownership of additional shares of RAI common stock, and (ii) require RAI, if it issues RAI common stock upon certain transactions (such as the exercise of employee stock options or vesting of performance shares), to repurchase, within a reasonable period after such issuance, a number of shares of RAI common stock equal to the number of shares of RAI common stock issued by RAI so that the number of outstanding shares of RAI common stock is not increased, and B&W’s percentage ownership is not decreased, by such issuance after taking into account the repurchases. A copy of such amendment is attached to this report as Exhibit 10.2.

ITEM 2.02 Results of Operations and Financial Condition.

On November 14, 2011, RAI announced a change in its method of accounting for pension and postretirement benefits. A copy of the press release is attached as Exhibit 99.1.

Historically, RAI has recognized actuarial gains and losses outside of 10% of the greater of the pension and postretirement plan assets or benefit obligations, referred to as the corridor, as a component of shareholders’ equity in its consolidated balance sheets on an annual basis, amortizing them into operating results over the average future service period of active employees in these plans. During the fourth quarter of 2011, RAI elected to recognize actuarial gains and losses that are outside the corridor in its operating results in the year in which such gains and losses occur. This change is intended to improve the transparency of RAI’s operating results by more quickly recognizing the effects of current economic and interest rate trends on plan investments and assumptions. These

gains and losses are measured annually as of December 31 and, accordingly, are recorded during the fourth quarter. Additionally, for purposes of calculating the expected return on plan assets, RAI will no longer use an averaging technique permitted under generally accepted accounting principles for the market-related value of plan assets, but instead will use actual fair value of plan assets. RAI has applied this change retrospectively, adjusting prior periods.

ITEM 9.01 Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 14, 2011

INDEX TO EXHIBITS