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

Rhea-AI Filing Summary

22nd Century Group (XXII) reported an insider equity award for a director on 11/10/2025. The filing shows an acquisition of 11,006 restricted stock units at a stated price of $0. Following the transaction, the reporting person held 11,114 shares directly.

The director also received a non‑qualified stock option for 33,020 shares with a $1.27 exercise price, expiring 11/10/2035, and holds an existing option for 322 shares at $46.23 expiring 03/10/2035. The RSUs vest 1/3 per year on November 10, 2026, 2027, and 2028, and options vest 1/3 annually on the grant anniversary, all subject to continued service. Share amounts reflect a 1‑for‑23 stock split effective June 20, 2025.

Insights

Equity compensation analyst

Standard director RSU and option grant; neutral impact.

The filing records routine equity compensation: an award of 11,006 RSUs and 33,020 non‑qualified options at a $1.27 exercise price, both granted on 11/10/2025. Such grants align director incentives with shareholders without immediate cash effects.

Vesting is time‑based—RSUs in three annual tranches (2026–2028) and options 1/3 annually—contingent on continued service. Actual dilution depends on future vesting and, for options, exercises at or above the strike price.

The share counts were adjusted for a 1‑for‑23 split on 06/20/2025. No proceeds to the issuer are indicated; activity reflects compensation structure rather than a capital raise.

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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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^*

SALHANY LUCILLE S

(Last) (First) (Middle)

C/O 22ND CENTURY GROUP, INC.

321 FARMINGTON RD.

(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)

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		11,006(1)	A	$0	11,114(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		33,020		(3)	11/10/2035	Common Stock	33,020	$0	33,020	D
Non-Qualified Stock Option	$46.23							(3)	03/10/2035	Common Stock	322		322(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/ Lucille S. Salhany by John Wolfel, as Attorney-in-fact	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?

A director received 11,006 RSUs and a 33,020-share non‑qualified stock option at a $1.27 exercise price on 11/10/2025.

How many XXII shares does the reporting person hold after the transaction?

The filing states 11,114 shares were held directly following the reported transaction.

What is the vesting schedule for the RSUs and options at XXII?

RSUs vest 1/3 on Nov 10, 2026, 2027, 2028. Options vest 1/3 annually on each grant anniversary, subject to continued service.

What are the option terms disclosed by XXII?

New option: 33,020 shares at $1.27, expiring 11/10/2035. Existing option: 322 shares at $46.23, expiring 03/10/2035.

Did a stock split affect the reported XXII share amounts?

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

What is the relationship of the reporting person to XXII?

The filing identifies the reporting person as a Director of 22nd Century Group, Inc.