XXII insider award: 2,118 RSUs vesting Mar 10, 2026; $1.94 options

Rhea-AI Filing Summary

Insider awards and holdings disclosed for 22nd Century Group, Inc. (XXII). A director received 2,118 restricted stock units on 08/25/2025 that vest on 03/10/2026 subject to continued service, and was granted 6,357 stock options on 08/25/2025 with an exercise price of $1.94 and an expiration on 03/10/2035; the options vest on 06/10/2026.

Following these reported transactions the reporting person beneficially owns 2,118 common shares from the RSUs and 6,357 underlying shares from the options, each held directly. The Form 4 was filed by one reporting person and signed on 10/06/2025.

Positive

• Retention-focused awards: RSUs and options vest with continued service through 03/10/2026 and 06/10/2026 respectively
• Options aligned with shareholder upside: exercise price of $1.94 requires appreciation to deliver value

Negative

• Potential dilution if 6,357 options are exercised and 2,118 RSUs vest into issued shares
• Service-based vesting means value is realized only if the director remains with the company through the vesting dates

Insights

Corporate Governance Analyst

Director awards tie compensation to future service and potential share dilution.

The disclosure shows a director received 2,118 restricted stock units that vest on 03/10/2026 and 6,357 stock options with a $1.94 exercise price expiring on 03/10/2035. These grants are standard retention-style awards; the RSUs deliver shares at vesting while the options create potential future issuance if exercised.

Primary dependencies are continued service through the stated vesting dates and any exercise decisions for the options. Monitor the vesting dates 06/10/2026 and 03/10/2026 and subsequent exercise activity to see when shares may enter the float and affect outstanding share count.

Compensation Analyst

Grants use mixed instruments: immediate-value RSUs and longer‑dated options.

The RSUs carry a stated price of $0 (typical for restricted units), meaning value accrues at vesting based on the share price at that time; the options have a $1.94 strike giving upside only if market price exceeds that level before the 03/10/2035 expiry. Vesting schedules (service-based to 03/10/2026 and 06/10/2026) align pay with retention through mid‑2026.

Watch compensation expense disclosures and grant activity around the next quarterly filings to quantify the accounting impact and any exercises that would convert options into common shares within 12 months.

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^*

KEYS DAVID N

(Last) (First) (Middle)

C/O 22ND CENTURY GROUP, INC.

321 FARMINGTON ROAD

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		A		2,118(1)	A	$0	2,118	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)	$1.94	08/25/2025		A		6,357		(2)	03/10/2035	Common Stock	6,357	$0	6,357	D

Explanation of Responses:

1. The restricted stock units vest on March 10, 2026, subject to continued service with the Company.

2. Options vest on June 10, 2026, subject to continued service with the Company.

	/s/ David N. Keys by John J. Wolfel, Attorney-in-Fact	10/06/2025
	** 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 did 22nd Century (XXII) disclose in this Form 4?

The reporting person was granted 2,118 restricted stock units and 6,357 stock options on 08/25/2025; the RSUs vest on 03/10/2026 and the options vest on 06/10/2026 with a $1.94 exercise price and 03/10/2035 expiry.

How many shares will the reporting person own after these transactions?

Following the reported transactions the filing shows beneficial ownership of 2,118 common shares from the RSUs and 6,357 underlying shares from the options, each held directly.

When do the restricted stock units and options vest for XXII's director?

The restricted stock units vest on 03/10/2026 and the options vest on 06/10/2026, both subject to continued service as stated in the filing.

What is the exercise price and expiration date of the options disclosed?

The options have an exercise price of $1.94 and an expiration date of 03/10/2035.

Who filed the Form 4 and when was it signed?

The Form 4 was filed by one reporting person and was signed /s/ David N. Keys by John J. Wolfel, Attorney-in-Fact on 10/06/2025.