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

Rhea-AI Filing Summary

22nd Century Group (XXII) reported an insider equity grant. The company’s VP and Deputy General Counsel acquired 37,146 shares of common stock at $0 on 11/10/2025, reflecting a restricted stock unit award that vests one-third annually on November 10, 2026, 2027, and 2028, subject to continued service.

The officer also received a stock option for 111,439 shares at an exercise price of $1.27, expiring 11/10/2035, vesting one-third per year on the grant anniversary. Beneficial ownership after the report was 37,871 shares (direct). Counts reflect the issuer’s 1-for-23 stock split effective June 20, 2025. An earlier option for 2,176 shares at $46.23 expiring 03/10/2035 is also listed.

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^*

Staffeldt Jonathan

(Last) (First) (Middle)

C/O 22ND CENTURY GROUP, INC.

321 FARMINGTON ROAD

(Street)

MOCKSVILLE NC 24028

(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 and Deputy General Counsel

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		37,146(1)	A	$0	37,871(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		111,439		(3)	11/10/2035	Common Stock	111,439	$0	111,439	D
Stock option (right to buy)	$46.23							(3)	03/10/2035	Common Stock	2,176		2,176(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/ Jonathan Staffeldt 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 did XXII disclose in this Form 4?

An officer acquired 37,146 common shares at $0 on 11/10/2025 and received a stock option for 111,439 shares at $1.27 expiring 11/10/2035.

What is the vesting schedule for the RSUs reported by XXII?

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

How many shares does the reporting person own after the transactions?

Beneficial ownership following the transactions is 37,871 shares, held directly.

What are the terms of the new stock option grant at XXII?

An option for 111,439 shares at $1.27 per share, vesting 1/3 annually on the grant anniversary, expiring on 11/10/2035.

Did a stock split affect the reported share counts for XXII?

Yes. Amounts are adjusted for a 1-for-23 stock split effective June 20, 2025.

Are there older XXII options still outstanding for the officer?

Yes. An option for 2,176 shares at $46.23 expiring 03/10/2035 is listed.