VGR / Vector Group Ltd. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

वेक्टर ग्रुप लिमिटेड
US ˙ NYSE ˙ US92240M1080
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LEI 549300TUIF4WWN6NDN50
CIK 59440
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vector Group Ltd.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
November 12, 2024 SC 13G/A

VGR / Vector Group Ltd. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Vector Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 92240M108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

October 17, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(f) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-5759 VECTOR GROUP LTD. (Exact name of registrant as specified in its char

October 15, 2024 SC 13D/A

VGR / Vector Group Ltd. / FROST PHILLIP MD ET AL - SC 13D/A Activist Investment

SC 13D/A 1 tm2426166d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 11)* VECTOR GROUP LTD. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 92240M108 (CUSIP Number) J. Brya

October 7, 2024 EX-10.3

[Signature Page Follows]

Exhibit 10.3 October [•], 2024 [Name] At the Address on File with the Company Dear [Name]: This is your Retention Letter Agreement (the “Agreement”) with Vector Group Ltd. (the “Company”). Reference is made to that certain Agreement and Plan of Merger, dated as of August 21, 2024 (the “Merger Agreement”), by and among JTI (US) Holding Inc., Vapor Merger Sub Inc. (“Merger Sub”) and the Company, pur

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) VECTOR GROUP LTD. (Name of Subject Company (Issuer

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) VECTOR GROUP LTD. (Name of Subject Company (Issuer)) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Name

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 EX-99.(A)(5)(F)

JT Group Completes Acquisition of Vector Group Ltd.

Exhibit (a)(5)(F) FOR IMMEDIATE RELEASE Tokyo, October 7, 2024 JT Group Completes Acquisition of Vector Group Ltd.

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 EX-10.1

VECTOR GROUP LTD. Amendment to The Vector Group Ltd. Supplemental Retirement Plan

Exhibit 10.1 EXECUTION VERSION VECTOR GROUP LTD. Amendment to The Vector Group Ltd. Supplemental Retirement Plan This amendment (the “Amendment”) to the Vector Group Ltd. Supplemental Retirement Plan (as amended, the “SERP”), was adopted by the Board of Directors of Vector Group Ltd. (the “Company”) on October 7, 2024 (the “Amendment Effective Date”). Capitalized terms used and not defined herein

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 POSASR

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 EX-3.2

AMENDED & RESTATED BYLAWS VECTOR GROUP LTD. ARTICLE I

Exhibit 3.2 AMENDED & RESTATED BYLAWS OF VECTOR GROUP LTD. ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of Vector Group Ltd. (the “Corporation”) shall be established and maintained at the office of Corporation Service Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said company shall be the registered agent of the Corporation

October 7, 2024 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 18, 2024, pursuant to the provisions of Rule 12d2-2 (a).

October 7, 2024 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VECTOR GROUP LTD.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VECTOR GROUP LTD. First: The name of the corporation is Vector Group Ltd. Second: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company. Third: The purpose of t

October 7, 2024 EX-10.2

* * *

Exhibit 10.2 October 7, 2024 [Richard J. Lampen][Marc N. Bell][J. Bryant Kirkland III] At the Address on File with the Company Dear [Richard][Marc][Bryant]: This letter agreement constitutes an amendment to that certain [Employment Agreement, dated as of January 27, 2006, by and between Vector Group Ltd., a Delaware corporation (together with its successors and assigns, the “Company”), and Richard

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 VECTOR GROUP LTD. (Exact name of Registrant as Specified in Its Charter) Delaware 1-5759 65-0949535 (State or Other Jurisdiction of Incorporation) (Commission File Numb

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 SC 13D/A

VGR / Vector Group Ltd. / LORBER HOWARD M - SC 13D/A Activist Investment

SC 13D/A 1 d865011dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* VECTOR GROUP LTD. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 92240M108 (CUSIP Number) Howard M. Lorber c/o Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (30

October 7, 2024 S-8 POS

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) VECTOR GROUP LTD. (Name of Subject Company) V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP Number of C

October 4, 2024 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) VECTOR GROUP LTD. (Name of Subject Company) V

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP N

October 4, 2024 SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) VECTOR GROUP LTD. (Name of Subject Company (Issuer

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) VECTOR GROUP LTD. (Name of Subject Company (Issuer)) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Name

October 1, 2024 SC 13D/A

VGR / Vector Group Ltd. / FROST PHILLIP MD ET AL - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

September 27, 2024 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) VECTOR GROUP LTD. (Name of Subject Company) V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP Number of C

September 18, 2024 EX-99.(A)(5)(E)

1

 Exhibit (a)(5)(E) Press Release Japan Tobacco Inc. (JT) announces withdrawal and refiling of Premerger Notification and Report Form under the HSR Act and extension of tender offer to acquire Vector Group Ltd. Tokyo, Japan — September 18, 2024 — JT announced today that it has withdrawn and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of

September 18, 2024 SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) VECTOR GROUP LTD. (Name of Subject Company (Issuer

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) VECTOR GROUP LTD. (Name of Subject Company (Issuer)) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Name

September 18, 2024 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) VECTOR GROUP LTD. (Name of Subject Company) V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP Number of C

September 4, 2024 EX-99.(A)(1)(B)

Letter of Transmittal to Tender Shares of Common Stock of VECTOR GROUP LTD. At $15.00 per share in cash To VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V.

 Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of VECTOR GROUP LTD.

September 4, 2024 EX-99.(D)(4)

[The next page is the signature page]

Exhibit (D)(4) April 8, 2024 JT International Holding B.V. Bella Donna 4 1181 RM Amstelveen The Netherlands Ladies and Gentlemen: You have requested information from Vector Group Ltd. (together with its controlled affiliates, and including any successor thereto, the “Company” or “us”) in connection with your consideration of a possible mutually agreed transaction between us (a “Transaction”). The

September 4, 2024 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company — Issuer) VAPOR MERGER SUB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company — Issuer) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Names of Filing Persons

September 4, 2024 EX-99.(A)(1)(D)

Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD. $15.00 per share in cash VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V.

 Exhibit (a)(1)(D) Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD.

September 4, 2024 EX-99.(A)(1)(F)

Notice of Offer to Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD. $15.00 per share in cash VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

September 4, 2024 EX-99.(D)(6)

Clean Team Confidentiality Agreement

Exhibit (d)(6) Clean Team Confidentiality Agreement This Clean Team Confidentiality Agreement (the “Agreement”) is entered on July 3, 2024, by and between Vector Group Ltd.

September 4, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) VECTOR GROUP LTD. (Name of Subject Company (Issuer)) VAPOR MERGER SUB INC. JTI (US) HOLDING INC. JT INTERNATIONAL HOLDING B.V. (Names of Filing Persons — Offerors) Table 1 - Transaction Va

Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) VECTOR GROUP LTD.

September 4, 2024 EX-99.(D)(5)

[The next page is the signature page]

Exhibit (D)(5) CONFIDENTIAL August 27, 2024 Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137-3212 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of August 21, 2024, by and among Vector Group Ltd. (“you” or “your”), JTI (US) Holding Inc. (“Parent”) and Vapor Merger Sub Inc. (the “Merger Agreement”). Pursuant to the Transactions (as defined

September 4, 2024 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 92240M108 (CUSIP Number of C

September 4, 2024 EX-99.(A)(1)(E)

Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD. $15.00 per share in cash VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V.

 Exhibit (a)(1)(E) Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD.

September 4, 2024 EX-99.(A)(1)(A)

Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD. at $15.00 per share in cash by VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V.

TABLE OF CONTENTS  Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of VECTOR GROUP LTD.

September 4, 2024 EX-99.(A)(1)(C)

Notice of Guaranteed Delivery to Tender Shares of Common Stock of VECTOR GROUP LTD. $15.00 per share in cash VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V.

 Exhibit (a)(1)(C) Notice of Guaranteed Delivery to Tender Shares of Common Stock of VECTOR GROUP LTD.

August 23, 2024 EX-99.2

Gina Kubat

Exhibit 99.2 From: Gina Kubat Date: August 21, 2024 at 7:01:11 AM EDT Subject: Message from Howard Lorber, President and CEO From: Howard Lorber To: Vector Group Miami and New York Employees Subject: Update from the Leadership Team To All Employees, I write to share some important and exciting news about the next chapter in our company’s success story. Today we announced that Vector Group has agre

August 23, 2024 EX-99.4

Vector Group to be acquired by JT Group for $15.00 per share in cash We expect enhanced scale and resources to enable us to further expand distribution, fuel continued growth and deliver increased value to our customers. We expect there will be new o

Exhibit 99.4 Vector Group to be acquired by JT Group for $15.00 per share in cash We expect enhanced scale and resources to enable us to further expand distribution, fuel continued growth and deliver increased value to our customers. We expect there will be new opportunities for you as part of a larger, growing global company. Transaction expected to close in the fourth quarter of 2024, subject to

August 23, 2024 EX-99.1

Howe, Kim

Exhibit 99.1 From: Howe, Kim Sent: Wednesday, August 21, 2024 6:07 AM To: Morrisville Employees; Field Sales Subject: Important Company Update Attachments: Vector Group Press Release.pdf Importance: High Sent out on behalf of Nick Anson & Ron Bernstein To All Employees, We write to share some important and exciting news about the next chapter in our company’s success story. Today we announced that

August 23, 2024 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company) VECTOR GROUP LTD. (Name of Person(s) Filing Statement) Common stock, par value $0.10 per share (Title of Class of Securities) 92240M108 (CUSIP Number of Class of Securit

August 23, 2024 EX-99.3

August 21, 2024

Exhibit 99.3 August 21, 2024 From: Nick Anson To: Customers Subject: Liggett Vector Brands to Join JT Group Dear Valued Liggett Vector Brands Customer, I am pleased to share that our parent company, Vector Group, has agreed to be acquired by JT Group, a global company, headquartered in Tokyo, Japan, operating in tobacco, pharmaceuticals and processed food. JT Group’s global tobacco business, headq

August 22, 2024 SC 13D/A

VGR / Vector Group Ltd. / LORBER HOWARD M - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* VECTOR GROUP LTD. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 92240M108 (CUSIP Number) Howard M. Lorber c/o Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (305) 579-8000 (Name, Address and

August 21, 2024 EX-99.1

TENDER AND SUPPORT AGREEMENT

EX-99.1 Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2024, by and among JTI (US) Holding Inc., a Delaware corporation (“Parent”), Vapor Merger Sub Inc., a Delaware corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub”), and the undersigned holders (the “Stockholders” and each h

August 21, 2024 EX-99.3

Eddy Pirard

Exhibit 99.3 Eddy Pirard President and Chief Executive Officer August 21, 2024 To all Vector Group Ltd. employees, Hello everyone. My name is Eddy Pirard and I am the President and C.E.O. of JT International, JT Group’s tobacco business. While I would have preferred to be with you in person today, I wanted to share my enthusiasm and excitement following the announcement made today. I am truly deli

August 21, 2024 EX-99.1

1

Exhibit 99.1 FOR IMMEDIATE RELEASE Tokyo, August 21, 2024 JT Group to Acquire Vector Group Ltd. Japan Tobacco Inc. (JT) (the “Company”) (TSE: 2914) announces today that the JT Group has reached an agreement with Vector Group Ltd. (“VGR”), the fourth largest tobacco company in the United States, to acquire VGR. Based on the agreement, the JT Group will conduct a tender offer for all outstanding sha

August 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 VECTOR GROUP LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Num

August 21, 2024 EX-99.2

EX-99.2

Exhibit 99.2

August 21, 2024 EX-10.1

[The remainder of this page is left blank intentionally.]

EX-10.1 Exhibit 10.1 GUARANTEE This Guarantee (the “Guarantee”) is made by JT International Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the law of the Netherlands (the “Guarantor”), in favor of Vector Group Ltd., a Delaware corporation (the “Company”) in respect of that certain Agreement and Plan of Merg

August 21, 2024 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company — Issuer) VAPOR MERGER SUB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Name of Subject Company — Issuer) VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V. (Names of Filing Persons

August 21, 2024 EX-99.2

Delivers significant value for stockholders while positioning Vector Group for long-term success

EX-99.2 Exhibit 99.2 Vector Group Announces Agreement to be Acquired by JT Group August 21, 2024 Delivers significant value for stockholders while positioning Vector Group for long-term success MIAMI—(BUSINESS WIRE)—Aug. 21, 2024 — Vector Group Ltd. (NYSE: VGR) today announced that it has entered into a definitive agreement to be acquired by JT Group, a global company headquartered in Tokyo, Japan

August 21, 2024 EX-10.2

[Signature Page Follows]

EX-10.2 Exhibit 10.2 Final Form CONFIDENTIAL August [•], 2024 [Name] At the Address on File with the Company Dear [Name]: This is your Transaction Bonus Agreement (the “Agreement”) with Vector Group Ltd. (the “Company”). Reference is made to that certain Agreement and Plan of Merger, dated as of [•], 2024 (the “Merger Agreement”), by and among JTI (US) Holding Inc., Vapor Merger Sub Inc. (“Merger

August 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 VECTOR GROUP LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 VECTOR GROUP LTD. (Exact name of Registrant as Specified in Its Charter) Delaware 1-5759 65-0949535 (State or Other Jurisdiction of Incorporation) (Commission File Num

August 21, 2024 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among JTI (US) HOLDING INC., VAPOR MERGER SUB INC. VECTOR GROUP LTD. Dated as of August 21, 2024

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among JTI (US) HOLDING INC., VAPOR MERGER SUB INC. and VECTOR GROUP LTD. Dated as of August 21, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 15 1.3 Certain Interpretations 17 ARTICLE II THE OFFER 19 2.1 The Offer 19 2.2 Company Actions 24 ARTICLE II

August 2, 2024 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2024 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 240,893 $ 149,162 $ 703

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements June 30, 2024 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of June 30, 2024 and the related Condensed Consolidating Statements of Operations for the six months ended June 30, 2024 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subs

August 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65-

August 2, 2024 EX-22.1

Vector Group Ltd. List of Guarantor Subsidiaries

EX-22.1 2 a2024q2ex221.htm EX-22.1 EXHIBIT 22.1 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (“Vector Group”), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on

August 2, 2024 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Carmenates, et al. v. R.J. Reynolds Tobacco Company, et al., Case No. 07-46080, Circuit Court of the 11th Judicial Circuit, Miami-Dade County (case filed 12/27/07). Three plaintiffs suing on behalf of the estates and survivors of three deceased smokers. Forbing, et al. v. R.J. Reynolds Tobacco Company, et al., Case No. 2008-CA-001013, Circui

August 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe

August 1, 2024 EX-99.1

VECTOR GROUP REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS Montego maintains position as largest discount brand in the U.S.

FOR IMMEDIATE RELEASE Contact: FGS Global 212-687-8080 (U.S.) [email protected] J. Bryant Kirkland III, Vector Group Ltd. 305-579-8000 VECTOR GROUP REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS Montego maintains position as largest discount brand in the U.S. Second Quarter 2024 Highlights: •Consolidated revenues of $371.9 million, up 1.7% or $6.3 million compared to the prior year period

August 1, 2024 EX-99.2

Investor Presentation August 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group

Investor Presentation August 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

July 10, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under § 240.

July 10, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

May 6, 2024 EX-99.1

Investor Presentation May 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Lt

Investor Presentation May 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

May 6, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number)

May 3, 2024 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Bish v. R.J. Reynolds Tobacco Company, et al., Case No. 2022-CA-000076, Circuit Court of the 5th Judicial Circuit, Citrus County (case filed 02/07/22). One individual suing on behalf of the estate and survivors of a deceased smoker. Carmenates, et al. v. R.J. Reynolds Tobacco Company, et al., Case No. 07-46080, Circuit Court of the 11th Judi

May 3, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65

May 3, 2024 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2024 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 248,309 $ 83,959 $ 325

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements March 31, 2024 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of March 31, 2024 and the related Condensed Consolidating Statements of Operations for the three months ended March 31, 2024 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the

May 2, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number)

May 2, 2024 EX-99.1

VECTOR GROUP REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS Continued Strong Earnings Growth in Tobacco Segment

FOR IMMEDIATE RELEASE Contact: Columbia Clancy/Catherine Livingston FGS Global 212-687-8080 (U.

April 29, 2024 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 6

February 16, 2024 EX-10.11

RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN

EX-10.11 6 d721253dex1011.htm EX-10.11 Exhibit 10.11 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 24, 2021 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and Howard M

February 16, 2024 EX-10.15

PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN

EX-10.15 10 d721253dex1015.htm EX-10.15 Exhibit 10.15 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 24, 2021 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Comp

February 16, 2024 SC 13D

VGR / Vector Group Ltd. / LORBER HOWARD M - SC 13D Activist Investment

SC 13D 1 d721253dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VECTOR GROUP LTD. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 92240M108 (CUSIP Number) Howard M. Lorber c/o Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (305) 579-8000 (Name, Addre

February 16, 2024 EX-10.14

RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN

EX-10.14 9 d721253dex1014.htm EX-10.14 Exhibit 10.14 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 13, 2024 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and Howard M

February 16, 2024 EX-10.16

PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN

EX-10.16 11 d721253dex1016.htm EX-10.16 Exhibit 10.16 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of March 1, 2022 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 3

February 16, 2024 EX-10.8

VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 27, 2018

EX-10.8 3 d721253dex108.htm EX-10.8 Exhibit 10.8 VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 27, 2018 Mr. Howard M. Lorber C/O Vector Group Ltd. 4400 Biscayne Blvd 10th Floor Miami, FL 33137 Dear Mr. Lorber: We are pleased to inform you that, effective on the date hereof, Vector Group Ltd. (the “Company”) has granted you a nonqualified option (the “Option”) to purchas

February 16, 2024 EX-10.17

PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN

EX-10.17 12 d721253dex1017.htm EX-10.17 Exhibit 10.17 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 15, 2023 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami,

February 16, 2024 EX-10.13

RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN

EX-10.13 8 d721253dex1013.htm EX-10.13 Exhibit 10.13 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 15, 2023 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Comp

February 16, 2024 EX-10.10

RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN

EX-10.10 5 d721253dex1010.htm EX-10.10 Exhibit 10.10 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of May 27, 2020 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and Howard M. Lor

February 16, 2024 EX-97.1

Vector Group Ltd. Executive Compensation Clawback Policy.*

EXHIBIT 97.1 VECTOR GROUP LTD. EXECUTIVE COMPENSATION CLAWBACK POLICY (ADOPTED AS OF NOVEMBER 21, 2023) I.GENERAL Vector Group Ltd. (the “Company”) has adopted this executive compensation clawback policy (this “Policy”) to provide for the recovery or “clawback” of Incentive-Based Compensation earned by current or former Executive Officers of the Company in the event of a required Restatement (each

February 16, 2024 EX-99.2

Condensed Consolidating Financial Statements of Vector Group Ltd.*

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements December 31, 2023 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of December 31, 2023 and the related Condensed Consolidating Statements of Operations for the year ended December 31, 2023 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and th

February 16, 2024 EX-10.18

PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN

EX-10.18 13 d721253dex1018.htm EX-10.18 Exhibit 10.18 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 15, 2023 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami,

February 16, 2024 EX-10.19

PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN

EX-10.19 14 d721253dex1019.htm EX-10.19 Exhibit 10.19 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 13, 2024 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Comp

February 16, 2024 EX-10.7

VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 23, 2017

EX-10.7 2 d721253dex107.htm EX-10.7 Exhibit 10.7 VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 23, 2017 Mr. Howard M. Lorber 712 Fifth Avenue, 52nd Floor New York, NY 10019 Dear Mr. Lorber: We are pleased to inform you that, effective on the date hereof, Vector Group Ltd. (the “Company”) has granted you a nonqualified option (the “Option”) to purchase 250,000 shares of

February 16, 2024 EX-10.20

PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN

EX-10.20 15 d721253dex1020.htm EX-10.20 Exhibit 10.20 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of February 13, 2024 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Comp

February 16, 2024 EX-21.1

Subsidiaries of Vector.*

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY The following is a list of our active subsidiaries as of December 31, 2023, including the jurisdiction of incorporation of each and the names under which such subsidiaries conduct business. In the case of each subsidiary which is indented, its immediate parent owns beneficially all of the voting securities. VGR Holding LLC Delaware Liggett Group LLC Delawar

February 16, 2024 EX-10.9

VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 27, 2019

EX-10.9 4 d721253dex109.htm EX-10.9 Exhibit 10.9 VECTOR GROUP LTD. 4400 Biscayne Blvd. 10th Floor Miami, FL 33137 February 27, 2019 Mr. Howard M. Lorber C/O Vector Group Ltd. 4400 Biscayne Blvd 10th Floor Miami, FL 33137 Dear Mr. Lorber: We are pleased to inform you that, effective on the date hereof, Vector Group Ltd. (the “Company”) has granted you a nonqualified option (the “Option”) to purchas

February 16, 2024 EX-22.1

List of Subsidiary Guarantors.*

EXHIBIT 22.1 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (“Vector Group”), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on a full and unconditional basis by t

February 16, 2024 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65-

February 16, 2024 EX-99.1

Certain Litigation Matters.*

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved

February 16, 2024 EX-10.12

RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN

EX-10.12 7 d721253dex1012.htm EX-10.12 Exhibit 10.12 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of March 1, 2022 (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”

February 14, 2024 EX-99.1

VECTOR GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS Montego maintains position as largest discount brand in the U.S.

FOR IMMEDIATE RELEASE Contact: FGS Global 212-687-8080 (U.S.) [email protected] J. Bryant Kirkland III, Vector Group Ltd. 305-579-8000 VECTOR GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS Montego maintains position as largest discount brand in the U.S. Fourth Quarter 2023 Highlights: •Consolidated revenues of $360.4 million, down 0.9% or $3.4 million compared to the p

February 14, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N

February 14, 2024 EX-99.2

Investor Presentation February 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Gro

Investor Presentation February 2024 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

February 13, 2024 SC 13G/A

VGR / Vector Group Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02193-vectorgroupltd.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Vector Group Ltd Title of Class of Securities: Common Stock CUSIP Number: 92240M108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate th

February 9, 2024 SC 13G/A

VGR / Vector Group Ltd. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Vector Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 92240M108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

November 3, 2023 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2023 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 228,075 $ 207,969 $

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements September 30, 2023 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of September 30, 2023 and the related Condensed Consolidating Statements of Operations for the nine months ended September 30, 2023 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guaranto

November 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-575

November 3, 2023 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved

November 2, 2023 EX-99.2

Investor Presentation November 2023 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Gro

Investor Presentation November 2023 1 Disclaimer This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

November 2, 2023 EX-99.1

VECTOR GROUP REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS Montego becomes the largest U.S. discount brand

FOR IMMEDIATE RELEASE Contact: FGS Global 212-687-8080 (U.S.) [email protected] J. Bryant Kirkland III, Vector Group Ltd. 305-579-8000 VECTOR GROUP REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS Montego becomes the largest U.S. discount brand Third Quarter 2023 Highlights: •Consolidated revenues of $364.1 million, down 3.7% or $13.9 million compared to the prior year period. •Tobacco segme

November 2, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Nu

August 25, 2023 EX-4.5

Non-Employee Director Restricted Shares Award Agreement Pursuant to the 2023 Vector Group Ltd. Management Incentive Plan (incorporated by reference to Exhibit 4.5 of Vector’s Form S-8 dated August 25, 2023).

EXHIBIT 4.5 NON-EMPLOYEE DIRECTOR RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participant] (the “Participant”

August 25, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 25, 2023

As filed with the Securities and Exchange Commission on August 25, 2023 Registration No.

August 25, 2023 EX-4.4

Performance-based Restricted Shares Award Agreement Pursuant to the 2023 Vector Group Ltd. Management Incentive Plan (incorporated by reference to Exhibit 4.4 of Vector’s Form S-8 dated August 25, 2023).

EXHIBIT 4.4 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participant] (the “Participant”). W

August 25, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form S-8 (Form Type) Vector Group Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vector Group Ltd.

August 25, 2023 EX-4.3

Restricted Shares Award Agreement Pursuant to the 2023 Vector Group Ltd. Management Incentive Plan (incorporated by reference to Exhibit 4.3 of Vector’s Form S-8 dated August 25, 2023).

EXHIBIT 4.3 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participant] (the “Participant”). WHEREAS, the Board

August 25, 2023 S-8

As filed with the Securities and Exchange Commission on August 25, 2023

As filed with the Securities and Exchange Commission on August 25, 2023 Registration No.

August 4, 2023 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved

August 4, 2023 EX-99.2

Investor Presentation August 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Gro

Investor Presentation August 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

August 4, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numb

August 4, 2023 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2023 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 226,961 $ 102,904 $ 458

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements June 30, 2023 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of June 30, 2023 and the related Condensed Consolidating Statements of Operations for the six months ended June 30, 2023 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subs

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65-

August 4, 2023 EX-99.1

VECTOR GROUP REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS Tobacco segment continues to benefit from Montego brand strategy

FOR IMMEDIATE RELEASE Contact: Columbia Clancy/Catherine Livingston FGS Global 212-687-8080 (U.

July 31, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe

July 31, 2023 EX-10.1

VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN

VECTOR GROUP LTD. 2023 MANAGEMENT INCENTIVE PLAN 1.Establishment, Purpose and Duration. Vector Group Ltd. (referred to below as the “Company”) hereby establishes an incentive compensation plan to be known as the 2023 Management Incentive Plan (the “Plan”), effective as of July 26, 2023 (the “Effective Date”). The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock

July 14, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

June 16, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under § 240.

June 16, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 a2022noticeandaccess.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary

May 9, 2023 EX-99.2

Investor Presentation May 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group

vgrinvxq123pres Investor Presentation May 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65

May 9, 2023 EX-4.1

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 4.1 AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 8, 2023, by and among LIGGETT GROUP LLC, a Delaware limited liability company, as successor to Liggett Group Inc. (“Liggett”), 100 MAPLE LLC, a Delaware limited liability company (“100 Maple”), VECTOR TOBACCO LLC (formerly kno

May 9, 2023 EX-99.1

VECTOR GROUP REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS Continued Strong Revenue Growth in Tobacco Segment with First Quarter Tobacco Segment Revenues Increasing by 8% from Prior Year Period

FOR IMMEDIATE RELEASE Contact: Columbia Clancy/Catherine Livingston FGS Global 212-687-8080 (U.

May 9, 2023 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2023 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 229,415 $ 52,105 $ 348

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements March 31, 2023 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of March 31, 2023 and the related Condensed Consolidating Statements of Operations for the three months ended March 31, 2023 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the

May 9, 2023 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 VECTOR GROUP LTD. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number)

May 1, 2023 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter)

May 1, 2023 EX-10.1

February 28, 2023

EX-10.1 2 ex1012210-ka.htm EX-10.1 EXHIBIT 10.1 February 28, 2023 Ronald J. Bernstein [address redacted] RE: Amendment to Non-Executive Chairman & Senior Advisor Agreement dated February 18, 2020 (the “Advisor Agreement”) Dear Ron: This will confirm our mutual agreement to amend the above referenced Advisor Agreement as follows: The second paragraph of Paragraph 2. Services; Term; Renewal; shall b

February 21, 2023 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2022 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 213,952 $ 10,129 $ 4

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements December 31, 2022 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of December 31, 2022 and the related Condensed Consolidating Statements of Operations for the year ended December 31, 2022 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and th

February 21, 2023 EX-22.1

Vector Group Ltd. List of Guarantor Subsidiaries

EXHIBIT 22.1 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (“Vector Group”), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on a full and unconditional basis by t

February 21, 2023 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved

February 21, 2023 EX-4.4

Security Agreement, dated as of January 28, 2021, among Liggett Group LLC, 100 Maple LLC and U.S. Bank National Association, as collateral agent (incorporated by reference to Exhibit 4.4 in Vector’s Form 10-K for the year ended December 31, 2022).

Exhibit 4.4 SECURITY AGREEMENT DATED JANUARY 28, 2021 between EACH OF THE GRANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent CONTENTS Clause Page 1.Interpretation 1 2.Secured liabilities 5 3.Creation of security 6 4.Perfection and further assurances 6 5.Representations and warranties 8 6.Undertakings 12 7.When security becomes enforceable 15 8.Enforcement of security 15 9

February 21, 2023 EX-4.5

Second Amended and Restated Intercreditor and Lien Subordination Agreement, dated as of January 28, 2021, among Liggett Group LLC, 100 Maple LLC, U.S. Bank National Association and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.5 in Vector’s Form 10-K for the year ended December 31, 2022).

Exhibit 4.5 SECOND AMENDED AND RESTATED INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and LIGGETT GROUP LLC, as an Initial Borrower and 100 MAPLE LLC, as an Initial Borrower and The Other Borrowers from time to time party hereto TABLE OF CONTENTS Page Section 1. DEFINITIONS; INTERPRE

February 21, 2023 EX-10.38

Third Amendment, dated as of January 30, 2023, to Office Lease, dated as of September 10, 2012, between Vector Group Ltd. and Frost Real Estate Holdings, LLC (incorporated by reference to Exhibit 10.38 in Vector’s Form 10-K for the year ended December 31, 2022).

Exhibit 10.38 3rd AMENDMENT TO OFFICE LEASE VECTOR GROUP LTD. — 10th FLOOR THIS 3rd AMENDMENT TO OFFICE LEASE (this "Amendment") is made as of January 30, 2023, by and between FROST REAL ESTATE HOLDINGS LLC, a Florida limited liability company ("Landlord") and VECTOR GROUP LTD, a Delaware Corporation (Tenant"). Landlord and Tenant entered into that certain Office Lease, dated as of September 10, 2

February 21, 2023 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65-

February 21, 2023 EX-21.1

SUBSIDIARIES OF THE COMPANY

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY The following is a list of our active subsidiaries as of December 31, 2022, including the jurisdiction of incorporation of each and the names under which such subsidiaries conduct business. In the case of each subsidiary which is indented, its immediate parent owns beneficially all of the voting securities. VGR Holding LLC Delaware Liggett Group LLC Delawar

February 21, 2023 EX-4.2

Pledge Agreement, dated as of January 28, 2021, between VGR Holding LLC and U.S. Bank National Association, as collateral agent (incorporated by reference to Exhibit 4.2 in Vector’s Form 10-K for the year ended December 31, 2022).

Exhibit 4.2 PLEDGE AGREEMENT DATED JANUARY 28, 2021 between VGR HOLDING LLC and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent CONTENTS Clause Page 1.INTERPRETATION 1 1.1Definitions 1 1.2Construction 2 2.SECURED LIABILITIES 3 2.1Secured Liabilities 3 2.2Specification of Secured Liabilities 4 3.CREATION OF PLEDGE AND SECURITY 4 3.1Security interest 4 3.2General 4 4.PERFECTION AND FURTHER ASSURA

February 21, 2023 EX-10.40

Third Amended and Restated Credit Agreement, dated as of January 14, 2015, among Liggett Group LLC, 100 Maple LLC, and, upon its accession thereto pursuant to Amendment No. 4 and Joinder, Vector Tobacco Inc., the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative and collateral agent, as amended by Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of January 27, 2017, Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of October 30, 2018, Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of October 31, 2019, and Amendment No. 4 and Joinder to Third Amended and Restated Credit Agreement, dated as of March 22, 2021 (incorporated by reference to Exhibit 10.40 in Vector’s Form 10-K for the year ended December 31, 2022).

EXHIBIT 10.40 THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, and LIGGETT GROUP LLC, 100 MAPLE LLC, and VECTOR TOBACCO INC., as Borrowers Dated as of January 14, 2015, as amended by Amendment No. 1 dated as of January 27, 2017, Amendment No. 2 dated as of October 30, 2018,

February 21, 2023 EX-10.29

Non-Employee Director Restricted Shares Award Agreement Pursuant to the Vector Group Ltd. Amended & Restated 2014 Management Incentive Plan (incorporated by reference to Exhibit 10.29 in Vector’s Form 10-K for the year ended December 31, 2022).

EXHIBIT 10.29 NON-EMPLOYEE DIRECTOR RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participan

February 21, 2023 EX-4.3

Security Agreement, dated as of January 28, 2021, between Vector Tobacco and U.S. Bank National Association, as collateral agent (incorporated by reference to Exhibit 4.3 in Vector’s Form 10-K for the year ended December 31, 2022).

Exhibit 4.3 SECURITY AGREEMENT DATED JANUARY 28, 2021 between VECTOR TOBACCO INC. and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent CONTENTS Clause Page Interpretation.........................................................................................................................................… 1 Creation of security...................................................................

February 21, 2023 EX-4.1

Indenture, dated as of January 28, 2021, among Vector Group Ltd., the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 in Vector’s Form 10-K for the year ended December 31, 2022).

Exhibit 4.1 VECTOR GROUP LTD. AND EACH OF THE GUARANTORS PARTY HERETO 5.75% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of January 28, 2021 U.S. BANK NATIONAL ASSOCIATION as Trustee and as Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 23 Section 1.03 Trust Indenture Act Not Applicable. 23

February 21, 2023 EX-10.39

Executive Compensation Clawback Policy

EXHIBIT 10.39 Executive Compensation Clawback Policy (Adopted as of April 24, 2020) General As a condition to receiving bonus and incentive-based compensation from Vector Group Ltd. (the “Company”) and its subsidiaries, each executive officer named in the summary compensation table of the Company’s proxy statement (a “NEO”) shall enter into an agreement with the Company providing that any performa

February 16, 2023 EX-99.2

Investor Presentation February 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector G

Investor Presentation February 2023 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

February 16, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N

February 16, 2023 EX-99.1

VECTOR GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS Record Annual Tobacco Segment Revenues Fueled by Continued Strong Volume

FOR IMMEDIATE RELEASE Contact: Columbia Clancy/Catherine Livingston FGS Global 212-687-8080 (U.

February 13, 2023 SC 13G/A

VGR / Vector Group Ltd / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Vector Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 92240M108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

February 9, 2023 SC 13G/A

VGR / Vector Group Ltd / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02166-vectorgroupltd.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Vector Group Ltd. Title of Class of Securities: Common Stock CUSIP Number: 92240M108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate t

December 16, 2022 EX-3.2

Amended and Restated By-Laws of Vector Group Ltd. (incorporated by reference to Exhibit 3.2 in Vector’s Form 8-K dated December 15, 2022).

AMENDED AND RESTATED BYLAWS OF VECTOR GROUP LTD. EFFECTIVE DECEMBER 15, 2022 (a Delaware corporation) ARTICLE I Offices SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Wilmington, County of New Castle. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such pla

December 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N

November 2, 2022 EX-99.1

VECTOR GROUP REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS Tobacco Segment Revenues Set Quarterly Record Fueled by Continued Strong Volume

EX-99.1 2 a2022q3pressrelease.htm EX-99.1 FOR IMMEDIATE RELEASE Contact: Emily Claffey/Columbia Clancy FGS Global 212-687-8080 Abi Genis FGS Global - Europe +44 (0)20 3178 8914 J. Bryant Kirkland III, Vector Group Ltd. 305-579-8000 VECTOR GROUP REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS Tobacco Segment Revenues Set Quarterly Record Fueled by Continued Strong Volume Third Quarter 2022 Highlights:

November 2, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Nu

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-575

November 2, 2022 EX-99.1

1

EX-99.1 5 a2022q3ex991.htm EX-99.1 Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle p

November 2, 2022 EX-99.2

Investor Presentation November 2022 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector G

Investor Presentation November 2022 1 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

November 2, 2022 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2022 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 209,993 $ 174,386 $

EX-99.2 6 a2022q3ex992.htm EX-99.2 EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements September 30, 2022 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of September 30, 2022 and the related Condensed Consolidating Statements of Operations for the nine months ended September 30, 2022 of Vector Group Ltd. (Parent/Issuer), the guaranto

September 9, 2022 S-3ASR

As filed with the Securities and Exchange Commission on September 9, 2022

As filed with the Securities and Exchange Commission on September 9, 2022 Registration No.

September 9, 2022 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) Vector Group Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 2 ex107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Vector Group Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Pric

September 9, 2022 EX-25.1

_____________________________________________________________________________ securities and exchange commission Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUS

EX-25.1 7 ex251s-3asr22.htm EX-25.1 EXHIBIT 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified

September 9, 2022 EX-4.7

VECTOR GROUP LTD. ——————————— INDENTURE Dated as of ____________, 2022 ——————————— U.S. Bank Trust Company, National Association Trustee i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions............

EX-4.7 3 ex47s-3asr.htm EX-4.7 VECTOR GROUP LTD. ——————————— INDENTURE Dated as of , 2022 ——————————— U.S. Bank Trust Company, National Association Trustee i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions..................................................................................................................1 Section 1.2 Other Definitio

August 5, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numb

August 5, 2022 EX-99.2

Investor Presentation August 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group

Investor Presentation August 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

August 5, 2022 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2022 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 218,342 $ 105,155 $ 388

EX-99.2 6 a2022q2ex992.htm EX-99.2 EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements June 30, 2022 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of June 30, 2022 and the related Condensed Consolidating Statements of Operations for the six months ended June 30, 2022 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65-

August 5, 2022 EX-99.1

VECTOR GROUP REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS Achieved Approximate 15% Increase in Revenues Fueled by Continued Strong Volume and Market Share Growth

FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler FGS Global 212-687-8080 Abi Genis FGS Global - Europe +44 (0)20 3178 8914 J.

August 5, 2022 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court?s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the ?Engle progeny? cases. Liggett has resolved

June 30, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe

June 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe

June 27, 2022 EX-99.1

Investor Presentation June 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group L

Investor Presentation June 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

May 10, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65

May 10, 2022 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court?s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the ?Engle progeny? cases. Liggett has resolved

May 10, 2022 EX-99.2

Investor Presentation May 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Lt

Investor Presentation May 2022 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

May 10, 2022 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2022 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 180,993 $ 45,602 $ 11,7

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements March 31, 2022 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of March 31, 2022 and the related Condensed Consolidating Statements of Operations for the three months ended March 31, 2022 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the

May 10, 2022 EX-99.1

VECTOR GROUP REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS Continued Strong Revenue Growth in Tobacco Segment, with First Quarter Tobacco Segment Revenues Increased by 15% from Prior Year Period

FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler /Columbia Clancy Sard Verbinnen & Co 212-687-8080 Abi Genis Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J.

May 10, 2022 EX-10.1

* * *

EXHIBIT 10.1 April 29, 2022 Howard M. Lorber At the Address on File with the Company Dear Howard: This letter amends and restates the letter agreement between you and Vector Group Ltd. (the ?Company?) dated as of December 21, 2021 and confirms our mutual understanding regarding your employment with the Company following the consummation of the transactions contemplated by the Distribution Agreemen

May 9, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

May 2, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 vgr-2021xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o

April 29, 2022 EX-3.2

AMENDED AND RESTATED BYLAWS OF VECTOR GROUP LTD. EFFECTIVE APRIL 29, 2022 (a Delaware corporation) ARTICLE I

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF VECTOR GROUP LTD. EFFECTIVE APRIL 29, 2022 (a Delaware corporation) ARTICLE I Offices SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Wilmington, County of New Castle. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at

April 29, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numb

March 2, 2022 EX-99.1

1

EX-99.1 9 a2021q4ex991.htm EX-99.1 Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle p

March 2, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 1-05759 CUSIP NUMBER 92240M108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 2, 2022 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65-

March 2, 2022 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2021 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 167,347 $ 14,930 $ 1

EX-99.2 10 a2021q4ex992.htm EX-99.2 EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements December 31, 2021 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of December 31, 2021 and the related Condensed Consolidating Statements of Operations for the year ended December 31, 2021 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidi

March 2, 2022 EX-22.1

Vector Group Ltd. List of Guarantor Subsidiaries

EXHIBIT 22.1 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (?Vector Group?), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on a full and unconditional basis by t

March 2, 2022 EX-21.1

SUBSIDIARIES OF THE COMPANY

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY The following is a list of our active subsidiaries as of December 31, 2021, including the jurisdiction of incorporation of each and the names under which such subsidiaries conduct business. In the case of each subsidiary which is indented, its immediate parent owns beneficially all of the voting securities. VGR Holding LLC Delaware Liggett Group LLC Delawar

March 1, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe

March 1, 2022 EX-99.1

VECTOR GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS Continued Strong Earnings Momentum in Tobacco Segment, with Full Year Tobacco Segment Operating Income up 13% vs. Prior Year Douglas Elliman Inc. Business Accounted for as Disco

FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler Sard Verbinnen & Co 212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J.

February 11, 2022 SC 13G/A

VGR / Vector Group Ltd / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Vector Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 92240M108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 10, 2022 SC 13G/A

VGR / Vector Group Ltd / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Vector Group Ltd. Title of Class of Securities: Common Stock CUSIP Number: 92240M108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??R

January 4, 2022 EX-2.1

Distribution Agreement, originally dated as of December 21, 2021 and amended and restated as of December 28, 2021, between Vector Group Ltd. and Douglas Elliman Inc.

Exhibit 2.1 DISTRIBUTION AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Originally dated as of December 21, 2021, and amended and restated as of December 28, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 18 Section 1.3 Relevant Time; Suspension 19 ARTICLE II THE SEPARATION Section 2.1 General 1

January 4, 2022 EX-99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma condensed consolidated financial information presented below consists of an unaudited pro forma condensed consolidated balance sheet as of September 30, 2021 and unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2021 and for the three years

January 4, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 (December 28, 2021) VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535

December 30, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 (December 29, 2021) VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-094953

December 30, 2021 EX-99.1

Vector Group Announces Completion of Douglas Elliman Spin-off Vector Group will Continue to Trade on the NYSE under the Symbol “VGR”

Exhibit 99.1 Vector Group Announces Completion of Douglas Elliman Spin-off Vector Group will Continue to Trade on the NYSE under the Symbol ?VGR? MIAMI, FL? December 30, 2021 ? Vector Group Ltd. (NYSE: VGR) (?Vector Group?) has completed the spin-off of Douglas Elliman Inc. (?Douglas Elliman?) into a standalone, publicly traded company. Douglas Elliman?s common stock will begin ?regular way? tradi

December 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 (December 15, 2021) VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-094953

December 21, 2021 EX-10.4

Executive Letter Agreement, dated as of December 21, 2021 between Vector Group Ltd. and Richard J. Lampen.

EX-10.4 7 d115144dex104.htm EX-10.4 Exhibit 10.4 [Vector Letterhead] December 21, 2021 Richard J. Lampen At the Address on File with the Company Dear Richard: This letter confirms our mutual understanding regarding your employment with Vector Group Ltd. (the “Company”) following the consummation of the transactions contemplated by the Distribution Agreement (the “Distribution Agreement”) by and be

December 21, 2021 EX-2.2

Employee Matters Agreement, dated as of December 21, 2021 between Vector Group Ltd. and Douglas Elliman Inc.

Exhibit 2.2 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VECTOR GROUP LTD. AND DOUGLAS ELLIMAN, INC. Dated as of December 21, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 5 Section 1.2 General Interpretive Principles 10 ARTICLE II GENERAL PRINCIPLES Section 2.1 Employees 11 Section 2.2 Assumption and Retention of Liabilities; Related Assets 11 Section 2.3 Spinco Participa

December 21, 2021 EX-10.2

Tax Disaffiliation Agreement, dated as of December 21, 2021 between Vector Group Ltd. and Douglas Elliman Inc.

Exhibit 10.2 TAX DISAFFILIATION AGREEMENT BETWEEN VECTOR GROUP LTD. AND DOUGLAS ELLIMAN INC. dated as of December 21, 2021 TABLE OF CONTENTS SECTION 1. Definition of Terms 2 SECTION 2. Allocation of Taxes and Tax-Related Losses 10 2.1 Allocation of Taxes 10 2.2 Special Allocation of Certain Taxes 11 2.3 Tax Payments 12 SECTION 3. Preparation and Filing of Tax Returns 12 3.1 Combined Returns 12 3.2

December 21, 2021 EX-10.8

Form of Aircraft Lease Agreement.

Exhibit 10.8 [Form of Non-exclusive Aircraft Lease Agreement] This NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (this ?Agreement?) is entered into as of this [ ] day of [ ]2021 (the ?Effective Date?), by and between [VECTOR GROUP MEMBER], a Delaware limited liability company (?Lessor?), and [DOUGLAS ELLIMAN GROUP MEMBER], a [Delaware] [corporation] (?Lessee?). W I T N E S S E T H : WHEREAS, title to the

December 21, 2021 EX-10.1

Transition Services Agreement, dated as of December 21, 2021 between Vector Group Ltd. and Douglas Elliman Inc.

EX-10.1 4 d115144dex101.htm EX-10.1 Exhibit 10.1 TRANSITION SERVICES AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Dated as of December 21, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1. General 1 Section 1.2. Reference; Interpretation 3 ARTICLE II SERVICES Section 2.1. Services 3 Section 2.2. Standard of Service 4 Section 2.3. Additional Services 4 ARTICLE III LIC

December 21, 2021 EX-10.5

Executive Letter Agreement, dated as of December 21, 2021 between Vector Group Ltd. and J. Bryant Kirkland III.

EX-10.5 8 d115144dex105.htm EX-10.5 Exhibit 10.5 [Vector Letterhead] December 21, 2021 J. Bryant Kirkland III At the Address on File with the Company Dear Bryant: This letter confirms our mutual understanding regarding your employment with Vector Group Ltd. (the “Company”) following the consummation of the transactions contemplated by the Distribution Agreement (the “Distribution Agreement”) by an

December 21, 2021 EX-10.6

Executive Letter Agreement, dated as of December 21, 2021 between Vector Group Ltd. and Marc N. Bell.

EX-10.6 9 d115144dex106.htm EX-10.6 Exhibit 10.6 [Vector Letterhead] December 21, 2021 Marc N. Bell At the Address on File with the Company Dear Marc: This letter confirms our mutual understanding regarding your employment with Vector Group Ltd. (the “Company”) following the consummation of the transactions contemplated by the Distribution Agreement (the “Distribution Agreement”) by and between th

December 21, 2021 EX-10.7

Second Amendment to Employment Agreement, dated as of December 21, 2021 between Vector Group Ltd. and J. Bryant Kirkland III.

Exhibit 10.7 [Vector Letterhead] December 21, 2021 J. Bryant Kirkland III At the Address on File with the Company Dear Bryant: This letter agreement constitutes the second amendment to the Employment Agreement, dated as of January 27, 2006, by and between Vector Group Ltd., a Delaware corporation (together with its successors and assigns, the ?Company?), and J. Bryant Kirkland III (the ?Executive?

December 21, 2021 EX-10.3

Executive Letter Agreement, dated as of December 21, 2021 between Vector Group Ltd. and Howard M. Lorber.

Exhibit 10.3 [Vector Letterhead] December 21, 2021 Howard M. Lorber At the Address on File with the Company Dear Howard: This letter confirms our mutual understanding regarding your employment with Vector Group Ltd. (the ?Company?) following the consummation of the transactions contemplated by the Distribution Agreement (the ?Distribution Agreement?) by and between the Company and Douglas Elliman

December 21, 2021 EX-2.1

Distribution Agreement, dated as of December 21, 2021, between Vector Group Ltd. and Douglas Elliman Inc.

EX-2.1 2 d115144dex21.htm EX-2.1 Exhibit 2.1 DISTRIBUTION AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Dated as of December 21, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 18 Section 1.3 Relevant Time; Suspension 19 ARTICLE II THE SEPARATION Section 2.1 General 19 Section 2.2 Transfer of As

December 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N

December 16, 2021 EX-99.1

Douglas Elliman Registration Statement Declared Effective Douglas Elliman Common Stock Expected to Begin Trading on a When-Issued Basis on December 17

Douglas Elliman Registration Statement Declared Effective Douglas Elliman Common Stock Expected to Begin Trading on a When-Issued Basis on December 17 MIAMI, FL ? December 16, 2021 ?Vector Group Ltd.

December 13, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N

December 13, 2021 EX-99.1

Vector Group Ltd. Board Approves Spin-Off of Douglas Elliman Inc. Spin-Off Expected to be Completed in Late-December Douglas Elliman’s Common Stock Expected to Trade on the New York Stock Exchange Under the Symbol “DOUG”

Vector Group Ltd. Board Approves Spin-Off of Douglas Elliman Inc. Spin-Off Expected to be Completed in Late-December Douglas Elliman?s Common Stock Expected to Trade on the New York Stock Exchange Under the Symbol ?DOUG? MIAMI, FL ? December 10, 2021 ? Vector Group Ltd. (NYSE: VGR) (?Vector Group?) today announced that its board of directors (the ?Board?) has approved the spin-off of Douglas Ellim

November 22, 2021 EX-99.3

COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Mar

COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Marc N. Bell Senior Vice President, General Counsel and Secretary J. David Ballard Senior Vice President, Enterprise Efficiency and CTO ? Executive offic

November 22, 2021 EX-99.1

INVESTOR PRESENTATION November 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“V

INVESTOR PRESENTATION November 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

November 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File N

November 22, 2021 EX-99.2

August 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology (“PropTech”) company that owns Douglas Elliman Realty, LLC. TOBACCO • Fourth-largest cigarette manufa

August 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology (?PropTech?) company that owns Douglas Elliman Realty, LLC. TOBACCO ? Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands ? Eagle 20?s, Pyramid, Montego, Grand Prix, Liggett Select and Eve ? representing 14% share of the d

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-575

November 9, 2021 EX-22

Vector Group Ltd. List of Guarantor Subsidiaries

EXHIBIT 22 Vector Group Ltd. List of Guarantor Subsidiaries Vector Group Ltd. (?Vector Group?), a Delaware corporation, and the following 100% owned subsidiaries of Vector Group have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis. Any such debt securities may be issued by Vector Group and guaranteed on a full and unconditional basis by the

November 9, 2021 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court?s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the ?Engle progeny? cases. Liggett has resolved

November 9, 2021 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2021 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 222,449 $ 133,012 $

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements September 30, 2021 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of September 30, 2021 and the related Condensed Consolidating Statements of Operations for the nine months ended September 30, 2021 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guaranto

November 8, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Nu

November 8, 2021 EX-99.1

VECTOR GROUP REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS Record High Quarterly Revenues and Robust Operating Income Continued Strong Earnings Momentum in Tobacco and Real Estate Segments Company Separately Announces Plan to Spin-Off Douglas Elliman

FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler Sard Verbinnen & Co 212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J.

November 8, 2021 EX-99.2

Douglas Elliman Plans to File Form 10 Registration Statement in Connection with Planned Spin-Off from Vector Group

FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler Sard Verbinnen & Co 212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J.

November 8, 2021 EX-99.3

June 2021 / Confidential Investor Presentation November 2021 Disclaimer Safe Harbor Statement & Use of Non-GAAP Information This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or other

EX-99.3 4 investorpresentation112.htm EX-99.3 June 2021 / Confidential Investor Presentation November 2021 Disclaimer Safe Harbor Statement & Use of Non-GAAP Information This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“Vector”, “VGR” or

August 12, 2021 EX-99.1

INVESTOR PRESENTATION August 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“Vec

EX-99.1 2 vgr-invpresxaugust2021.htm EX-99.1 INVESTOR PRESENTATION August 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“Vector,” “Vector Group Ltd.” or “the Company”) or its subsidiaries and nothing contained herein or its prese

August 12, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Num

August 12, 2021 EX-99.2

August 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology company that owns Douglas Elliman Realty, LLC. TOBACCO • Fourth-largest cigarette manufacturer in the

EX-99.2 3 vgrfs-august2021.htm EX-99.2 August 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology company that owns Douglas Elliman Realty, LLC. TOBACCO • Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands — Eagle 20’s, Pyramid, Montego, Grand Prix, Liggett Select and Eve — repre

August 12, 2021 EX-99.3

COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Mar

EX-99.3 4 newvalleyfs-august2021.htm EX-99.3 COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Marc N. Bell Senior Vice President, General Counsel and Secretary J. David Ballard Senior Vice President, En

August 6, 2021 EX-10.2

Restricted Shares Award Agreement Pursuant to the Vector Group Ltd. Amended and Restated 2014 Management Incentive Plan (incorporated by reference to Exhibit 10.2 of Vector’s Form 10-Q for the period ending June 30, 2021).

EXHIBIT 10.2 RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the ?Agreement?), made as of [Grant Date] (?Grant Date?), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the ?Company?), and [Participant] (the ?Participant?).

August 6, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65-

August 6, 2021 EX-99.1

1

Exhibit 99.1 I. INDIVIDUAL CASES A. Engle Progeny Cases. Pursuant to the Florida Supreme Court?s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the ?Engle progeny? cases. Liggett has resolved

August 6, 2021 EX-99.2

CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2021 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 214,407 $ 108,261 $ 167,

EXHIBIT 99.2 Vector Group Ltd. Condensed Consolidating Financial Statements June 30, 2021 (in thousands of dollars) Presented herein are Condensed Consolidating Balance Sheet as of June 30, 2021 and the related Condensed Consolidating Statements of Operations for the six months ended June 30, 2021 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subs

August 6, 2021 EX-10.1

Vector Group Ltd. Amended and Restated 2014 Management Incentive Plan (incorporated by reference to Exhibit 10.1 of Vector’s Form 10-Q for the period ending June 30, 2021).

EXHIBIT 10.1 VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN (as amended May 25, 2021) 1. Establishment, Purpose and Duration. Vector Group Ltd. (referred to below as the ?Company?) previously established an incentive compensation plan to be known as the 2014 Management Incentive Plan. The 2014 Management Incentive Plan was originally adopted by the Company?s Board on February

August 6, 2021 EX-10.3

Performance-based Restricted Shares Award Agreement Pursuant to the Vector Group Ltd. Amended and Restated 2014 Management Incentive Plan (incorporated by reference to Exhibit 10.3 of Vector’s Form 10-Q for the period ending June 30, 2021).

EXHIBIT 10.3 PERFORMANCE-BASED RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLAN THIS AGREEMENT (the ?Agreement?), made as of [Grant Date] (?Grant Date?), by and between Vector Group Ltd., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the ?Company?), and [Participant] (t

August 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numb

August 5, 2021 EX-99.1

VECTOR GROUP REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS Record High Quarterly Revenues and Robust Operating Income Continued Strong Earnings Momentum in Tobacco and Real Estate Segments

FOR IMMEDIATE RELEASE Contact: Emily Claffey/Benjamin Spicehandler /Columbia Clancy Sard Verbinnen & Co 212-687-8080 Eve Young Sard Verbinnen & Co - Europe +44 (0)20 3178 8914 J.

June 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Numbe

June 4, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 VECTOR GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5759 65-0949535 (Commission File Number

May 12, 2021 EX-99.2

May 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology company that owns Douglas Elliman Realty, LLC. TOBACCO • Fourth-largest cigarette manufacturer in the U.

May 2021 Vector Group Ltd. owns Liggett Group, Vector Tobacco and New Valley. New Valley LLC is a diversified real estate services and technology company that owns Douglas Elliman Realty, LLC. TOBACCO ? Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands ? Eagle 20?s, Pyramid, Montego, Grand Prix, Liggett Select and Eve ? representing 14% share of the discount market.

May 12, 2021 EX-99.3

COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Mar

COMPANY HIGHLIGHTS EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President, Chief Operating Officer J. Bryant Kirkland III Senior Vice President, Chief Financial Officer and Treasurer Marc N. Bell Senior Vice President, General Counsel and Secretary J. David Ballard Senior Vice President, Enterprise Efficiency and CTO ? Executive offic

May 12, 2021 EX-99.1

INVESTOR PRESENTATION May 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“Vector

INVESTOR PRESENTATION May 2021 This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd.

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