Form 4: 22nd Century Group VP Receives Equity Grant

Arvil S. Marion, VP of Manufacturing Operations at 22nd Century Group, received a grant of restricted stock units and stock options as part of his compensation.

Summary

• Arvil S. Marion, the Vice President of Manufacturing Operations for 22nd Century Group, Inc. (XXII), received an equity grant on November 10, 2025.
• The grant included 32,429 restricted stock units (RSUs) with a transaction price of $0.
• These RSUs are scheduled to vest in three equal annual installments, 1/3 per year, on November 10, 2026, 2027, and 2028, contingent upon continued service with the company.
• Additionally, 97,288 stock options were granted on November 10, 2025, with an exercise price of $1.27 and an expiration date of November 10, 2035.
• These stock options also vest 1/3 per year on the anniversary of the grant date, subject to continued service.
• Following these transactions, Marion beneficially owns 33,062 shares of common stock and a total of 99,188 stock options (97,288 newly granted and 1,900 previously held).
• All reported share amounts have been adjusted to reflect a 1-for-23 reverse stock split that was effectuated by the issuer on June 20, 2025.
• The previously held 1,900 stock options have an exercise price of $46.23 and an expiration date of March 10, 2035.

Sentiment

Score: 6

Explanation: The filing reports a routine equity compensation grant to a key executive, which is generally viewed as a positive for management alignment and retention. It is not a performance-related announcement, hence a moderately positive score.

Positives

• The grant of restricted stock units and stock options aligns the interests of the Vice President of Manufacturing Operations with those of the shareholders, incentivizing long-term company performance.
• Equity compensation is a standard practice for retaining and motivating key management personnel, contributing to leadership stability.

Future Outlook

The vesting schedules for both the restricted stock units and stock options extend through November 2028 and November 2035, respectively, indicating an expectation of continued service from Arvil S. Marion and a long-term incentive structure.

Industry Context

Equity compensation, including restricted stock units and stock options, is a standard practice across various industries to attract, retain, and incentivize key executives and employees, aligning their interests with long-term company performance and shareholder value creation.

Comparison to Industry Standards

• Equity grants as a form of executive compensation are a common practice across publicly traded companies, particularly in growth-oriented sectors like biotechnology or specialized agriculture.
• The specific size and vesting terms of this grant would typically be evaluated against peer companies within 22nd Century Group's industry to assess competitiveness and alignment with market standards for executive compensation, though this filing does not provide sufficient data for such a detailed comparative analysis.

Stakeholder Impact

• Shareholders: The equity grant aims to align the interests of a key executive with long-term shareholder value, potentially leading to improved performance and retention.
• Employees: This filing specifically relates to an executive's compensation and does not directly impact the broader employee base, though it reflects the company's compensation strategy for leadership.

Next Steps

• Vesting of 1/3 of the restricted stock units on November 10, 2026, 2027, and 2028, subject to continued service.
• Vesting of 1/3 of the stock options on the anniversary of the grant date (November 10) in 2026, 2027, and 2028, and subsequent years until fully vested, subject to continued service.

Key Dates

Keywords

22nd Century Group, XXII, Form 4, insider transaction, equity compensation, restricted stock units, stock options, Arvil S. Marion, corporate governance