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

Rhea-AI Filing Summary

22nd Century Group (XXII) director Andrew Arno reported equity awards. On 11/10/2025, he acquired 17,295 shares of common stock for $0, described as restricted stock units that vest 1/3 each on November 10, 2026, 2027, and 2028, subject to continued service. He also received a non‑qualified stock option for 51,888 shares at an exercise price of $1.27, expiring 11/10/2035, vesting 1/3 annually on the grant anniversary.

Following the reported transactions, common stock beneficially owned was 17,481 shares, held directly. The filing also lists an existing option for 553 shares at $46.23, expiring 03/10/2035. Share amounts reflect a 1‑for‑23 stock split effective 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

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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^*

Arno Andrew

(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)

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

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		17,295(1)	A	$0	17,481(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
Non-Qualified Stock Option	$1.27	11/10/2025		A		51,888		(3)	11/10/2035	Common Stock	51,888	$0	51,888	D
Non-Qualified Stock Option	$46.23							(3)	03/10/2035	Common Stock	553		553(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/ Andrew Arno	11/14/2025
	** 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 Group (XXII) disclose in this Form 4?

A director, Andrew Arno, reported acquiring 17,295 shares (via RSUs) at $0 on 11/10/2025 and receiving a 51,888-share stock option at $1.27, expiring 11/10/2035.

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

Beneficial ownership of common stock was 17,481 shares, held directly, following the reported transactions.

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.

What are the key terms of the newly granted XXII stock option?

Non‑qualified option for 51,888 shares at a $1.27 exercise price, vesting 1/3 annually on the grant anniversary, expiring 11/10/2035.

Were there other XXII options reported in the filing?

Yes. An existing option for 553 shares at a $46.23 exercise price, expiring 03/10/2035, was listed.

Did a stock split affect the share counts in the XXII filing?

Yes. Amounts reflect a 1‑for‑23 stock split effectuated on June 20, 2025.