Asset Transaction Form 8 K

Item 2.01 Completion of Acquisition or Disposition of Assets.

Agreement and Plan of Merger

As previously disclosed in the Current Report on Form 8-K filed by Vector Group Ltd., a Delaware corporation (the "Company"), with the U.S. Securities and Exchange Commission (the "SEC") on August 21, 2024, the Company is party to an Agreement and Plan of Merger, dated as of August 21, 2024 (the "Merger Agreement"), with JTI (US) Holding Inc., a Delaware corporation ("Parent"), and Vapor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub").

Pursuant to the Merger Agreement, and on the terms and subject to the conditions thereof, on September 4, 2024, Merger Sub commenced a tender offer (the "Offer") to acquire any and all of the Company's outstanding shares of common stock, par value $0.10 per share (the "Company Shares"), for $15.00 in cash per Company Share (the "Offer Price"), subject to any applicable withholding and without interest thereon, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The Offer expired at one minute after 11:59 p.m., New York City time, on October 4, 2024 and was not extended. Equiniti Trust Company, LLC, in its capacity as depository for the Offer, advised the Company that approximately 108,097,425 Company Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 68.67% of the then outstanding Company Shares. Accordingly, the Minimum Condition (as defined in the Merger Agreement) has been satisfied. Merger Sub has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time and payment for such Shares has been or will be made promptly in accordance with the terms of the Offer.

Following the completion of the Offer, on October 7, 2024, Merger Sub merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without a vote of the Company Stockholders (the "Merger"), with the separate corporate existence of Merger Sub ceasing and the Company surviving the Merger under the name "Vector Group Ltd." as a wholly owned subsidiary of Parent, pursuant to the Merger Agreement.

At the effective time of the Merger (the "Effective Time"), by virtue of the Merger and without any action on the part of the holders of any Company Shares, each Company Share that was outstanding immediately prior to the Effective Time, other than Company Shares (i) owned by Parent, Merger Sub or the Company (or held in the Company's treasury), or by any wholly owned subsidiary of Parent, Merger Sub or the Company, in each case, immediately prior to the Effective Time ("Cancelled Company Shares"), (ii) held by Company Stockholders who were entitled to demand and have properly and validly demanded their statutory rights of appraisal under the laws of the state of Delaware (collectively, "Dissenting Company Shares"), (iii) irrevocably accepted for payment pursuant to the Offer or (iv) any Shares subject to Company Restricted Share Awards (as defined in the Merger Agreement), was canceled and extinguished and automatically converted into the right to receive an amount in cash equal to the Offer Price (the "Merger Consideration"), without interest thereon and less any applicable withholding taxes.

In addition, at the Effective Time:

·	each Company stock option that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive:

o

with respect to each Company stock option with a per share exercise price that was less than the Merger Consideration (an "In-the-Money Option"), an amount in cash, without interest, equal to the product of (i) the aggregate number of Company Shares underlying such In-the-Money Option immediately prior to the Effective Time and (ii) the excess, if any, of (a) the Merger Consideration over (b) the per share exercise price of such In-the-Money Option;

o	with respect to each Company stock option with a per share exercise price that was greater than or equal to the Merger Consideration (an "Out-of-the-Money Option"), each such Out-of-the-Money Option was canceled for no consideration.

·

each award of Company Shares that was subject to a transfer restriction, repurchase option or obligation, risk of forfeiture or other condition, excluding any Company Performance-Based Restricted Share Awards (as defined below) ("Company Time-Based Restricted Share Award") that was outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of Company Shares subject to such Company Time-Based Restricted Share Award immediately prior to the Effective Time and (ii) the Merger Consideration (together with any accrued and unpaid dividends corresponding to the Company Shares subject to such Company Time-Based Restricted Share Award immediately prior to the Effective Time to the extent provided under the applicable award agreement); and

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