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

Rhea-AI Filing Summary

22nd Century Group, Inc. (XXII) reported an insider equity award for its Vice President of Manufacturing Operations. On November 10, 2025, the officer acquired 32,429 shares of common stock in the form of restricted stock units at a price of $0 per share, increasing direct holdings to 33,062 shares. These restricted stock units vest in three equal installments on November 10, 2026, 2027 and 2028, subject to continued service with the company.

On the same date, the officer also received a stock option to buy 97,288 shares of common stock at an exercise price of $1.27 per share, expiring on November 10, 2035, vesting one-third each year on the anniversary of the grant date, subject to continued service. An additional previously granted stock option for 1,900 shares at an exercise price of $46.23, expiring on March 10, 2035, remains directly held.

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
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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^*

Marion Arvil S.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP of Mfg. Operations*

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)	11/10/2035	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/Arvil S. Marion 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 for November 10, 2025?

On November 10, 2025, 22nd Century Group, Inc. (XXII) reported that its Vice President of Manufacturing Operations acquired 32,429 shares of common stock in the form of restricted stock units and was granted a stock option for 97,288 shares at an exercise price of $1.27 per share.

How many XXII shares does the reporting officer own after this transaction?

Following the reported transactions, the officer beneficially owns 33,062 shares of 22nd Century Group, Inc. common stock, as adjusted for the company’s 1-for-23 stock split that was effectuated on June 20, 2025.

What are the vesting terms of the 32,429 restricted stock units at XXII?

The 32,429 restricted stock units vest in three equal installments, with 1/3 vesting on each of November 10, 2026, November 10, 2027, and November 10, 2028, subject to the officer’s continued service with the company.

What are the key terms of the 97,288-share stock option granted by XXII?

The newly granted stock option covers 97,288 shares of 22nd Century Group common stock at an exercise price of $1.27 per share and expires on November 10, 2035. It vests in three equal annual installments on each anniversary of the grant date, subject to continued service.

Are there other stock options held by the reporting person at XXII?

Yes. In addition to the new grant, the officer holds a previously granted stock option for 1,900 shares of common stock with an exercise price of $46.23 per share, expiring on March 10, 2035, which is directly owned.

How did XXII’s June 20, 2025 stock split affect the reported share amounts?

The filing notes that the reported 33,062 shares held after the transaction reflect an adjustment for a 1-for-23 stock split that 22nd Century Group effectuated on June 20, 2025.