Investor exits XXII stake with 0% ownership

22nd Century Group, Inc. investor Gregory Castaldo reports that he no longer beneficially owns any shares of the company’s common stock.

Accepted by SEC EDGAR 02/13/2026 - 04:39 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

22nd Century Group, Inc. investor Gregory Castaldo reports that he no longer beneficially owns any shares of the company’s common stock. The amended Schedule 13G/A shows 0.00 shares beneficially owned, representing 0.0% of the class, with no sole or shared voting or dispositive power.

The filing also confirms that any past holdings were not acquired or held to change or influence control of 22nd Century Group, but instead under circumstances consistent with a passive investment status.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Gregory Castaldo’s Schedule 13G/A filing for XXII report?

The filing reports that Gregory Castaldo now beneficially owns 0.00 shares of 22nd Century Group common stock, representing 0.0% of the class. It amends prior ownership information and confirms there is no remaining voting or dispositive power over the company’s shares.

What percentage of 22nd Century Group (XXII) does Gregory Castaldo now own?

Gregory Castaldo reports beneficial ownership of 0.0% of 22nd Century Group’s common stock. The amended Schedule 13G/A shows 0.00 shares owned, with no sole or shared voting or dispositive power over any of the issuer’s securities as of the reported date.

Why did Gregory Castaldo file an amended Schedule 13G/A for XXII?

He filed the amended Schedule 13G/A to report updated beneficial ownership information showing 0.00 shares and 0.0% of the class. The certification states the securities were not acquired or held to change or influence control of 22nd Century Group’s management or policies.

Does Gregory Castaldo have any voting power in 22nd Century Group (XXII)?

No. The filing lists 0.00 shares with sole voting power and 0.00 shares with shared voting power. It also shows 0.00 shares with sole or shared dispositive power, indicating no current authority to vote or dispose of the company’s common stock.

What type of investor is Gregory Castaldo in relation to 22nd Century Group?

The Schedule 13G/A reflects a passive-style filing, with Castaldo certifying the securities were not acquired or held to change or influence control of 22nd Century Group. He now reports 0.00 shares owned, consistent with no ongoing ownership stake or control intent.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

22nd Century Group, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

90137F608

(CUSIP Number)

02/13/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 90137F608

1

Names of Reporting Persons

Gregory Castaldo

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: 22nd Century Group, Inc.
(b)	Address of issuer's principal executive offices: 321 Farmington Road Mocksville, North Carolina 27028
Item 2.
(a)	Name of person filing: Gregory Castaldo
(b)	Address or principal business office or, if none, residence: 3776 Steven James Drive Garnet Valley, PA 19060
(c)	Citizenship: Gregory Castaldo is a citizen of the United States
(d)	Title of class of securities: Common Stock, $0.00001 par value per share
(e)	CUSIP No.: 90137F608
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on the cover pages(s) hereto.
(b)	Percent of class: See Item 11 on the cover page(s) hereto.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gregory Castaldo

Signature:	/s/ Gregory Castaldo
Name/Title:	Gregory Castaldo
Date:	02/13/2026