Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective immediately following and contingent upon the closing (the "Closing") of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 21, 2024, by and among Vector Group Ltd., JTI (US) Holding Inc., a Delaware corporation ("JTI US") and Vapor Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of JTI US, J. Bryant Kirkland III resigned from his position as a member of the Board and all committees thereof. Such resignations from the Board were in connection with the transactions contemplated by the Merger Agreement and were not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices or any other matter.

Additionally, effective immediately following and contingent upon the Closing, J. Bryant Kirkland III resigned from his position as President of the Company, and Deborah Fasanelli resigned from her position as Secretary and Treasurer of the Company. Such resignations were in connection with the transactions contemplated by the Merger Agreement and were not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices or any other matter.

Effective immediately following and contingent upon the Closing, the Board filled the vacancy caused by the resignation of J. Bryant Kirkland III by appointing Lindsay Shain to the Board. The Board further appointed Lindsay Shain, age 44, to serve as President of the Company and Jason Melling, age 53, to serve as Secretary and Treasurer of the Company.

Lindsay Shain has served as Vice President of Legal of JTI US since 2021, and before that served as Senior Vice President and Deputy General Counsel of The Estée Lauder Companies Inc. since February 2006. Jason Melling has served as Vice President of People & Culture of JTI US since April 2022, and previously he served as Director of People & Culture of JT International Germany GmbH beginning in 2021 and Director of P&C Business Partner of Global Functions of JT International SA starting in April 2019.

Neither Lindsay Shain nor Jason Melling was selected pursuant to any arrangement or understanding between them and any other persons. There are no transactions between either Lindsay Shain or Jason Melling that would be reportable under Item 404(a) of Regulation S-K.