Form 4: Director Acquires 22nd Century Group Stock & Options

22nd Century Group Director David N. Keys acquired 12,578 common shares and 37,737 stock options on November 10, 2025, as part of his compensation.

Summary

• David N. Keys, a Director of 22nd Century Group, Inc. (XXII), reported transactions on November 10, 2025.
• Acquired 12,578 shares of Common Stock at a price of $0, which are restricted stock units.
• These restricted stock units vest 1/3 per year on November 10, 2026, 2027, and 2028, contingent on continued service with the company.
• Beneficially owns 14,696 shares of Common Stock following these transactions.
• Acquired 37,737 stock options (right to buy) with an exercise price of $1.27.
• These options are exercisable as of November 10, 2025, and expire on November 10, 2035.
• The options vest 1/3 per year on the anniversary of the grant date, subject to continued service with the company.
• Beneficially owns 37,737 stock options with an exercise price of $1.27 and 6,357 stock options with an exercise price of $2.01, which expire on March 10, 2035.

Sentiment

Score: 6

Explanation: The director's acquisition of equity compensation is a neutral to slightly positive event, as it aligns management interests with shareholders. It does not, however, provide significant new information regarding operational performance or strategic direction.

Positives

• Director David N. Keys' acquisition of restricted stock units and stock options aligns his interests with those of shareholders, potentially indicating confidence in the company's future performance.
• The compensation structure, involving vesting over several years, incentivizes long-term commitment and performance from the director.

Future Outlook

The vesting schedules for both the restricted stock units and stock options, extending to 2028 and 2035 respectively, imply an expectation of continued service from the director and a long-term perspective on the company's performance.

Industry Context

This transaction represents a routine insider compensation event, common across publicly traded companies where directors receive equity-based awards to align their interests with long-term shareholder value. It does not inherently reflect broader industry trends but rather standard corporate governance practices.

Stakeholder Impact

• Shareholders: Increased alignment of a director's financial interests with shareholder value through equity compensation.
• Employees: No direct impact mentioned, but a stable board member can contribute to overall company stability.

Next Steps

• Continued service of David N. Keys with 22nd Century Group, Inc. to facilitate the vesting of restricted stock units and stock options.
• Annual vesting of restricted stock units on November 10, 2026, 2027, and 2028.
• Annual vesting of stock options on the anniversary of the grant date.

Key Dates

Keywords

22nd Century Group, XXII, Form 4, Insider Transaction, Stock Options, Restricted Stock Units, Director Compensation, David N. Keys