[Form 4] 22nd Century Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

22nd Century Group (XXII) executive Robert P. Manfredonia reported equity awards dated 11/10/2025.

He received 32,429 shares of common stock at $0 pursuant to restricted stock units that vest 1/3 on November 10, 2026, 2027, and 2028. He was also granted 97,288 stock options with a $1.27 exercise price, vesting 1/3 annually per grant terms. Following these transactions, he directly owned 33,062 shares and held 1,900 options with a $46.23 exercise price expiring 03/10/2035. Share counts reflect a 1-for-23 split effected June 20, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MANFREDONIA ROBERT P

(Last) (First) (Middle)

C/O 22ND CENTURY GROUP, INC.

321 FARMINGTON RD.

(Street)

MOCKSVILLE NC 27028

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
22nd Century Group, Inc. [ XXII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP of Sales and Marketing

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/10/2025		A		32,429(1)	A	$0	33,062(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$1.27	11/10/2025		A		97,288		(3)	11/10/2025	Common Stock	97,288	$0	97,288	D
Stock option (right to buy)	$46.23							(3)	03/10/2035	Common Stock	1,900		1,900(2)	D

Explanation of Responses:

1. The restricted stock units vest 1/3 per year on November 10, 2026, 2027 and 2028, subject to continued service with the Company.

2. The amount shown reflects the number of shares held following the reported transaction, as adjusted for a 1-for-23 stock split effectuated by the issuer on June 20, 2025.

3. Options vest 1/3 per year on the anniversary of the date of grant, subject to continued service with the Company.

	/s/ Robert P. Manfredonia by John J. Wolfel, Power of Attorney	11/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did XXII report on this Form 4?

An executive reported equity awards on 11/10/2025, including 32,429 common shares from RSUs and 97,288 stock options at $1.27.

How do the RSUs granted to XXII’s EVP vest?

The 32,429 RSUs vest 1/3 each on Nov 10, 2026, Nov 10, 2027, and Nov 10, 2028, subject to continued service.

What stock options were granted and at what price for XXII?

The executive received 97,288 options with an exercise price of $1.27, vesting 1/3 annually per the grant terms.

How many XXII shares did the executive own after the transactions?

He directly owned 33,062 shares following the reported transactions.

What existing options remain outstanding for the XXII executive?

He held 1,900 options with a $46.23 exercise price expiring on 03/10/2035.

Were the reported amounts adjusted for a stock split at XXII?

Yes. Amounts reflect the issuer’s 1-for-23 stock split effected on June 20, 2025.