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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): October 7, 2024

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 Number)	(IRS Employer Identification No.)

4400 Biscayne Boulevard, Miami, Florida 33137

(Address of Principal Executive Offices, including Zip Code)

(305) 579-8000

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered

Common Stock, $0.10 par value per share	VGR	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

Item 1 2.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets.

Agreement and Plan of Merger

OnAs ~~August 21,~~previously ~~2024,~~disclosed in the Current Report on Form 8-K filed by Vector Group Ltd., a Delaware corporation (the “Company”), ~~entered~~with ~~into~~the U.S. Securities and Exchange Commission (the “SEC”) on August 21, 2024, the Company is party to an Agreement and Plan of Merger, dated as of August 21, 2024 (the “Merger Agreement”), with JTI (US) Holding Inc., a Delaware corporation (“Parent”), and Vapor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and on the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the “Offer”) as promptly as practicable, but in no event later than September 9, 2024, to acquire any and all of the Company’s outstanding shares of common stock, par value $0.10 per share (the “Company Shares”), for $15.00 in cash per Company Share (the “Offer Price”), subject to any applicable withholding and without interest thereon, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

~~Following~~Pursuant ~~the completion of the Offer and subject~~ to the ~~satisfaction or waiver of certain conditions set forth in the~~ Merger Agreement, ~~Merger Sub will merge with~~ and ~~into~~on the ~~Company,~~terms and ~~with~~subject ~~the Company surviving as a wholly owned subsidiary of Parent, pursuant~~ to ~~Section 251(h) of~~ the ~~General~~conditions ~~Corporation~~thereof, ~~Law~~on ofSeptember ~~the~~4, ~~State of Delaware (the “DGCL”)~~2024, ~~without a vote of the Company stockholders (the “~~Merger~~”).~~ AtSub ~~the~~commenced ~~effective~~a ~~time~~tender ofoffer ~~the Merger~~ (the “~~Effective Time~~Offer”), byto ~~virtue~~acquire any ~~of the Merger~~ and ~~without~~all ~~any~~of ~~action on~~ the ~~part~~Company’s ofoutstanding ~~the~~shares ~~holders~~ of ~~any~~common ~~Company Shares~~stock, ~~each~~par ~~Company~~value ~~Share~~$0.10 ~~that~~per isshare ~~outstanding immediately prior to~~ (the ~~Effective Time, other than~~ “Company Shares (i”) ~~owned by Parent~~, ~~Merger~~for $15.00 ~~Sub~~in orcash ~~the~~per Company ~~(or~~Share ~~held in~~ (the ~~Company’s treasury~~“Offer Price”), orsubject byto any ~~wholly~~applicable ~~owned~~withholding ~~subsidiary~~and ofwithout ~~Parent,~~interest ~~Merger Sub or the Company~~thereon, subject ~~in each case, immediately prior~~ to the ~~Effective~~satisfaction ~~Time,~~or ~~(ii) held~~waiver ~~by Company Stockholders who are entitled to demand and have properly and validly demanded their statutory rights~~ of ~~appraisal~~certain ~~under~~conditions ~~the~~set ~~laws~~forth ~~of the state of Delaware or (iii) irrevocably accepted for payment pursuant to the Offer, will be canceled and extinguished and automatically converted into the right to receive an amount~~ in ~~cash equal to~~ the ~~Offer Price (the “~~Merger ~~Consideration”), without interest thereon and less any applicable withholding taxes~~Agreement.

~~Parent~~The ~~and Merger Sub’s obligation to accept for payment and purchase any Company Shares validly tendered pursuant to the~~ Offer isexpired ~~subject~~at toone ~~the~~minute ~~satisfaction~~after or11:59 ~~waiver of certain conditions set forth in the Merger Agreement~~p.m., New ~~including,~~York asCity ~~of immediately prior to the expiration~~ time, ofon ~~the~~October ~~Offer:~~4, ~~(i) that~~2024 ~~there be validly tendered~~ and was not ~~validly~~extended. ~~withdrawn~~Equiniti inTrust ~~accordance~~Company, ~~with the terms of the Offer~~LLC, ~~and~~in ~~“received”~~its bycapacity ~~the~~as “depository” for the Offer, advised ~~(as such terms are defined in Section 251(h) of~~ the ~~DGCL), a number of~~ Company ~~Shares~~ that, ~~together~~approximately ~~with~~108,097,425 ~~the~~ Company Shares ~~then~~were ~~owned~~validly bytendered ~~Parent, Merger Sub~~ and ~~their~~not ~~affiliates~~validly ~~(excluding~~withdrawn ~~Company Shares tendered~~ pursuant to ~~guaranteed delivery procedures that have not yet been “received” by~~ the ~~“depository” for the~~ Offer ~~(as such terms are defined in Section 251(h) of the DGCL))~~, representing ~~represents~~approximately ~~at least one Company Share more than 50~~68.67% of the ~~total number of~~ then- outstanding Company Shares;. ~~(ii) the~~Accordingly, ~~accuracy of~~ the ~~representations~~Minimum ~~and~~Condition ~~warranties of the Company contained in the Merger Agreement~~ (~~subject~~as todefined ~~certain materiality exceptions); (iii) the Company’s compliance with, and performance of,~~ in ~~all material respects its covenants and agreements contained in~~ the Merger Agreement ~~prior to the expiration time of the Offer; (iv~~)~~(a) the~~ ~~expiration~~has orbeen ~~termination~~satisfied. ~~of any waiting period (and extensions thereof) applicable to the transactions contemplated by the~~ Merger ~~Agreement~~Sub ~~under~~has ~~the~~accepted ~~Hart-Scott-Rodino~~for ~~Antitrust~~payment ~~Improvements~~all ~~Act~~Shares ofthat ~~1976,~~were asvalidly ~~amended,~~tendered and ~~(b)~~not ~~the~~properly ~~expiration~~withdrawn ~~or termination of any waiting period (and extensions thereof) or clearance applicable~~ pursuant to the transactions contemplated by the Merger Agreement under the Law on Protection of Competition (Zakon o zastiti konkurencije “Official Gazette of the RS”, no. 51/2009 and 95/2013) of the Republic of Serbia; (v) the absence of any law or order issued or enacted by the any government authority of competent jurisdiction that would make illegal, prohibit or otherwise prevent the consummation of the Offer, ~~the~~prior ~~acquisition~~to ~~of Company Shares by Parent or Merger Sub, or~~ the ~~Merger;~~Expiration ~~(vi) the~~Time ~~absence of any pending legal proceeding under any antitrust laws brought by any applicable governmental authority of competent~~ and ~~applicable~~payment ~~jurisdiction~~for ~~that~~such ~~challenges or seeks to make illegal, prohibit or otherwise prevent the consummation of the Offer, the acquisition of Company~~ Shares byhas ~~Parent~~been or ~~Merger~~will ~~Sub~~be ormade ~~the~~promptly ~~Merger;~~in ~~(vii) the~~accordance ~~absence~~with ~~of a Company Material Adverse Effect (as defined in~~ the ~~Merger~~terms ~~Agreement); and (viii) other customary conditions. Consummation~~ of the Offer ~~is not subject to a financing condition~~.

InFollowing ~~addition,~~the completion of the Offer, on October 7, 2024, Merger ~~Agreement~~Sub ~~provides~~merged ~~for~~with and into the ~~following~~Company ~~treatment~~pursuant to Section 251(h) of the ~~Company’s~~General ~~equity~~Corporation ~~awards~~Law atof the ~~Effective~~State ~~Time,~~of Delaware and without ~~any~~a ~~action~~vote onof the ~~part~~Company ofStockholders ~~Parent~~(the “Merger”), with the separate corporate existence of Merger Sub, ceasing and the Company orsurviving ~~any~~the ~~other~~Merger ~~Person:~~under the name “Vector Group Ltd.” as a wholly owned subsidiary of Parent, pursuant to the Merger Agreement.

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

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

•· ~~with respect to~~ each Company stock option ~~with~~that awas ~~per~~outstanding ~~share~~and ~~exercise~~unexercised ~~price~~as ~~that~~of isimmediately ~~greater~~prior ~~than or equal~~ to the ~~Merger~~Effective ~~Consideration~~Time, ~~(an~~whether ~~“Out-of-the-Money~~vested ~~Option”)~~or unvested, ~~each~~was ~~such~~automatically ~~Out-of-the-Money~~canceled ~~Option~~and ~~shall~~converted beinto ~~canceled~~the ~~for~~right noto ~~consideration.~~receive:

•o with ~~certain~~respect ~~exceptions,~~to each ~~award of~~ Company ~~Shares~~stock ~~that~~option iswith ~~subject to~~ a ~~transfer~~per ~~restriction,~~share ~~repurchase~~exercise ~~option~~price orthat ~~obligation,~~was ~~risk~~less ofthan ~~forfeiture~~the orMerger ~~other~~Consideration ~~condition, excluding any Company Performance-Based Restricted Share Awards~~ (asan ~~defined below) (~~“~~Company Time~~In-~~Based~~the-Money ~~Restricted Share Award~~Option”), ~~that is outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive~~ an amount in cash, without interest, equal to the product of (i) the aggregate number of Company Shares ~~subject~~underlying to such ~~Company Time~~In-~~Based~~the-Money ~~Restricted~~Option ~~Share Award~~ immediately prior to the Effective Time and (ii) the ~~Merger~~excess, ~~Consideration~~if ~~(together with~~ any, ~~accrued~~of ~~and~~(a) ~~unpaid dividends corresponding to~~ the ~~Company~~Merger ~~Shares~~Consideration ~~subject~~over to(b) ~~such Company Time-Based Restricted Share Award immediately prior to~~ the ~~Effective~~per ~~Time~~share toexercise ~~the~~price ~~extent~~of ~~provided~~such ~~under~~ In-the-Money ~~applicable award agreement)~~Option; ~~and~~

•o ~~each~~with ~~award~~respect ~~of Company Shares that is subject~~ to aeach ~~performance-based~~Company ~~transfer~~stock ~~restriction, performance-based repurchase~~ option orwith ~~obligation, performance-based risk of forfeiture or other performance-based conditions, excluding any Company Time-Based Restricted Share Awards (~~a ~~“Company~~per ~~Performance-Based~~share ~~Restricted~~exercise ~~Share~~price ~~Award”)~~ that iswas ~~outstanding~~greater ~~immediately~~than ~~prior~~or ~~to the Effective Time will be automatically canceled and converted into the right to receive an amount in cash, without interest,~~ equal to the ~~product~~Merger ofConsideration (i)an ~~the aggregate number~~ “Out-of ~~Company Shares subject to such Company Performance~~-~~Based Restricted Share Award immediately prior to~~ the ~~Effective Time (based on the full number of Company Shares subject to such Company Performance~~-~~Based~~Money ~~Restricted Share Award~~Option”), ~~and~~each ~~(ii) the Merger Consideration (together with any accrued and unpaid dividends corresponding to the Company Shares subject to~~ such ~~Company Performance~~Out-~~Based Restricted Share Award immediately prior to~~ of-the-Money ~~Effective~~Option ~~Time~~was tocanceled ~~the~~for ~~extent~~no ~~provided under the applicable award agreement)~~consideration.

~~The~~· ~~Merger~~each ~~Agreement~~award ~~contains~~of ~~customary representations, warranties and covenants, including covenants obligating the~~ Company toShares ~~continue~~that towas conduct its business in the ordinary course consistent with past practice, to cooperate in seeking regulatory approvals and not to engage in certain specified transactions or activities without Parent’s prior consent. In addition, subject to ~~certain~~a ~~exceptions,~~transfer ~~the Company has agreed not to~~restriction, ~~and~~repurchase tooption ~~cause~~or ~~its subsidiaries and its and their respective directors~~obligation, ~~officers~~risk ~~and~~of ~~employees~~forfeiture ~~not~~or ~~to,~~other ~~solicit~~condition, ~~initiate,~~excluding ~~propose~~any orCompany ~~purposefully~~Performance-Based ~~encourage~~Restricted orShare ~~knowingly~~Awards ~~facilitate any Acquisition Proposal~~ (as defined ~~in the Merger Agreement~~below) or(“Company ~~any~~Time-Based ~~inquiry,~~Restricted ~~proposal,~~Share ~~offer~~Award”) ~~or action~~ that ~~constitutes~~was oroutstanding ~~could~~immediately beprior ~~expected~~ to ~~lead~~the toEffective ~~any~~Time ~~Acquisition~~was ~~Proposal,~~automatically orcanceled ~~take~~and ~~certain~~converted ~~other~~into ~~restricted~~the ~~actions~~right into ~~connection~~receive ~~therewith.~~an ~~Notwithstanding~~amount ~~the~~in ~~foregoing~~cash, ifwithout ~~the Company receives a written~~interest, ~~bona~~equal ~~fide~~to ~~Acquisition Proposal that did not result from a material breach of~~ the ~~non-solicitation~~product ~~provisions~~ of ~~the~~(i) ~~Merger Agreement, and~~ the ~~Company’s~~aggregate ~~board~~number of ~~directors (the “~~Company ~~Board”)~~Shares ~~determines~~subject into ~~good faith, after consultation with its financial advisor(s) and outside legal counsel, that~~ such ~~Acquisition~~Company ~~Proposal~~Time-Based ~~constitutes~~Restricted orShare isAward ~~reasonably~~immediately ~~likely~~prior to ~~result~~the inEffective aTime ~~Superior~~and ~~Proposal~~ (asii) ~~defined in~~ the Merger ~~Agreement)~~Consideration ~~and~~(together ~~that~~with ~~the~~any ~~failure~~accrued toand ~~take~~unpaid ~~such~~dividends ~~action~~corresponding ~~would reasonably be likely~~ to ~~be inconsistent with~~ the ~~directors’~~Company ~~fiduciary~~Shares ~~duties~~subject ~~under~~to ~~applicable~~such ~~law,~~Company ~~the~~Time-Based ~~Company~~Restricted ~~may~~Share ~~take~~Award ~~certain~~immediately ~~actions~~prior to ~~participate~~the inEffective ~~discussions~~Time ~~and~~to ~~negotiations~~the ~~and~~extent ~~furnish~~provided ~~information~~under ~~with~~the ~~respect~~applicable toaward ~~such~~agreement); ~~Acquisition Proposal.~~ and

~~The~~· ~~Company~~each ~~shall~~award ~~prepare~~of ~~and~~Company ~~file~~Shares athat ~~Solicitation/Recommendation~~was ~~Statement~~subject onto ~~Schedule~~a ~~14D~~performance-9based ~~and,~~transfer ~~subject to certain exceptions~~restriction, ~~the~~performance-based ~~Company~~repurchase ~~Board~~option ~~shall~~or ~~recommend~~obligation, ~~that~~performance-based ~~the~~risk ~~stockholders~~of ~~accept~~forfeiture ~~the~~or ~~Offer~~other ~~and~~performance-based ~~tender~~conditions, ~~their~~excluding any Company ~~Shares~~Time-Based toRestricted ~~Merger~~Share ~~Sub~~Awards ~~pursuant to the Offer~~ (~~the~~a “Company ~~Board~~Performance-Based ~~Recommendation~~Restricted Share Award”) ~~and~~that ~~not~~was ~~withdraw,~~outstanding ~~amend,~~immediately ~~modify~~prior orto ~~qualify~~the ~~such~~Effective ~~Company~~Time ~~Board~~was ~~Recommendation~~automatically incanceled aand ~~manner~~converted ~~adverse~~into the right to ~~Parent~~receive oran ~~Merger~~amount ~~Sub.~~in ~~However~~cash, ~~subject~~without interest, equal to the ~~satisfaction~~product of ~~certain~~(i) ~~terms~~the ~~and~~aggregate ~~conditions,~~number ~~the~~of Company ~~and~~Shares ~~the~~subject to such Company ~~Board,~~Performance-Based asRestricted ~~applicable,~~Share ~~are~~Award ~~permitted~~immediately prior to ~~take~~the ~~certain~~Effective ~~actions~~Time ~~which~~(based ~~may,~~on asthe ~~more~~full ~~fully~~number ~~described~~of inCompany ~~the~~Shares ~~Merger~~subject ~~Agreement,~~to ~~include~~such ~~changing~~Company ~~the~~Performance-Based ~~Company~~Restricted ~~Board~~Share ~~Recommendation~~Award) and ~~entering~~(ii) ~~into~~the aMerger ~~definitive~~Consideration ~~agreement~~(together with ~~respect~~any toaccrued aand ~~Superior~~unpaid ~~Proposal~~dividends ~~if,~~corresponding ~~among~~to ~~other things,~~ the Company ~~Board~~Shares ~~has~~subject ~~concluded~~to insuch ~~good~~Company ~~faith~~Performance-Based ~~after~~Restricted ~~consultation~~Share ~~with~~Award ~~its~~immediately ~~outside~~prior ~~legal~~to ~~counsel that~~ the ~~failure~~Effective Time to ~~take such action would be inconsistent with~~ the ~~Company~~extent ~~Board’s~~provided ~~fiduciary duties~~ under the applicable ~~law.~~award agreement).

The ~~Merger~~aggregate ~~Agreement~~consideration ~~also~~paid ~~contains certain customary termination rights~~ in ~~favor of each of~~ the ~~Company~~ Offer and ~~Parent, including~~ the ~~Company’s~~Merger ~~right,~~was ~~subject~~approximately ~~to certain limitations~~$3,400,000,000, towithout ~~terminate~~giving ~~the~~effect ~~Merger Agreement in certain circumstances~~ to ~~accept~~related atransaction ~~Superior~~fees ~~Proposal~~ and ~~Parent’s~~expenses, ~~right~~which toParent ~~terminate~~funded ~~the~~through a ~~Merger~~combination ~~Agreement~~of ifcash ~~the~~on ~~Company~~hand ~~Board~~and ~~changes~~short-term ~~its Company Board Recommendation~~financing. ~~In addition, either Parent or the Company may terminate the~~

~~Merger~~The ~~Agreement~~foregoing ifdescription of the ~~Offer~~Merger ~~has~~Agreement is ~~not~~qualified ~~been~~in ~~successfully~~its ~~completed~~entirety by ~~August 21,~~reference ~~2025, which date will be automatically extended~~ to ~~November 19, 2025 if certain regulatory closing conditions remain~~ the ~~only~~Merger ~~conditions to not have been satisfied or waived as of August 21~~Agreement, ~~2025,~~which ~~and~~was ~~further~~filed ~~extended to February 17, 2026 if certain regulatory closing conditions remain the only conditions to not have been satisfied or waived~~ as ofExhibit ~~November 19, 2025~~2.1 ~~In connection with a termination~~ of the ~~Merger~~Current ~~Agreement~~Report ~~under~~on ~~specified~~Form ~~circumstances,~~8-K ~~including due to a change in the Company Board Recommendation, the entry~~ filed by the Company ~~into a definitive agreement~~ with ~~respect to a Superior Proposal, or certain other triggering events,~~ the ~~Company~~SEC ~~may~~on beAugust ~~required to pay Parent a termination fee of $82.7 million. In connection with a termination of the Merger Agreement under specified circumstances~~21, ~~including due to termination of the Merger Agreement after February 17~~2024, ~~2026,~~and ifis ~~certain~~incorporated ~~regulatory~~by ~~closing~~reference ~~conditions remain the only conditions to not have been satisfied or waived as of that date, Parent may be required to pay the Company a reverse termination fee of $177~~herein.~~2 million.~~

The ~~Company~~information Board has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company and its stockholders, (b) declared it advisable for the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, (c) authorized and approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions contained therein, (d) resolved that the Merger shall be governed and effected under Section 251(h) of the DGCL, and be effected without a vote of the Company’s stockholders and (e) resolved, subject to the terms and conditions set forth in ~~the~~Items ~~Merger Agreement~~3.01, ~~to recommend that the Company stockholders accept the Offer~~ 5.01 and ~~tender~~5.03 ~~their~~is ~~Company~~incorporated ~~Shares~~by toreference ~~Merger~~into ~~Sub~~this ~~pursuant~~Item ~~to the Offer~~2. 01.

~~The~~Item foregoing description of the Merger Agreement and the transactions contemplated thereunder is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is hereby filed as Exhibit 23.101 toNotice this Current Report on Form 8-K (this “Report”) and incorporated herein by reference. The Merger Agreement and the foregoing description thereof have been included to provide investors and stockholders with information regarding the terms of ~~the~~Delisting ~~Merger~~or ~~Agreement.~~Failure ~~They are not intended~~ to ~~provide~~Satisfy any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a ~~contractual~~Continued ~~standard~~Listing ofRule materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”), and are also qualified in important part by a confidential disclosure schedule delivered by the Company to Parent in connection with the Merger Agreement. Investors and stockholders are not third-party beneficiaries under the Merger Agreement. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or ~~circumstances~~Standard; ~~described~~Transfer ~~therein. Information concerning the subject matter~~ of ~~such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures~~Listing.

~~Guarantee~~In connection with the consummation of the Offer and the Merger, on October 7, 2024, the Company requested that the New York Stock Exchange (“NYSE”) suspend the Company Shares from trading effective as of the open of trading on October 7, 2024, remove the Company Shares from listing on NYSE and file with the SEC an application on Form 25 to report the delisting of the Company Shares from NYSE. NYSE has informed the Company that on October 7, 2024, in accordance with the Company’s request, NYSE filed the Form 25 with the SEC in order to provide notification of such delisting and to effect the deregistration of the Company Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 with respect to the Company Shares, requesting the deregistration of the Company Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Concurrently~~Item ~~with the execution and delivery of the Merger Agreement, on August 21, 2024, the Company and JT International Holding B~~3.~~V.,~~03 aMaterial ~~private~~Modification company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the law of the Netherlands (the “Guarantor”) entered into a guarantee (the “Guarantee”) in favor of the Company, pursuant to ~~which~~Rights ~~the Guarantor agreed to guarantee the performance~~ of ~~all~~Security obligations and agreements (including any payment obligations) of Parent and Merger Sub and to cause Parent and Merger Sub to perform all of Parent’s and Merger Sub’s obligations and agreements (including any payment obligations) under the Merger AgreementHolders.

The ~~Guarantee~~information contained in Items 2.01 and ~~the~~3.01 above ~~foregoing~~and ~~description~~in ~~thereof~~Items ~~have~~5.01 ~~been~~and ~~included~~5.03 tobelow ~~provide~~of ~~investors~~this ~~and~~Current ~~stockholders~~Report ~~with~~on ~~information~~Form ~~regarding~~8-K is incorporated herein by reference. From and after the ~~terms~~Effective Time, holders of ~~the~~Company ~~Guarantee.~~Shares ~~They~~(other ~~are~~than ~~not~~Dissenting ~~intended~~Company Shares or Canceled Company Shares) immediately prior to ~~provide~~such time ceased to have any rights as stockholders of the Company (other ~~factual~~than ~~information~~their ~~about~~right to receive the Offer Price for each Company. Share held, pursuant to the Merger Agreement).

~~The~~Item ~~foregoing~~5.01 ~~description~~Changes ~~of the Guarantee and the transactions contemplated thereunder is not complete and is qualified~~ in ~~its~~Control ~~entirety~~of ~~by reference to the Guarantee, which is filed as Exhibit 10~~Registrant.~~1 to this Report and incorporated herein by reference.~~

~~Tender~~At the Effective Time, the Company became a wholly owned subsidiary of Parent. As a result of Merger Sub’s acquisition of Company Shares pursuant to the Offer and ~~Support~~the ~~Agreement~~consummation of the Merger, a change of control of the Company occurred. The information contained in Items 2.01, 3.01 and 3.03 above and in Items 5.02 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference.

~~Concurrently~~Item ~~with the execution and delivery of the Merger Agreement, on August 21, 2024, Howard M~~5.02 ~~Lorber~~Departure and Lorber Alpha II Limited Partnership, a Nevada limited partnership (“Lorber Alpha II LP”), entered into a Tender and Support Agreement (the “Tender and Support Agreement”) with Parent and Merger Sub. The Tender and Support Agreement provides, among other things, that Mr. Lorber and Lorber Alpha II LP will, validly tender, or cause to be tendered, all of ~~the~~Directors ~~Company Shares beneficially owned by each of them, respectively, as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended,~~ or ~~hereafter~~Certain ~~acquired,~~Officers; toElection ~~Merger Sub in the Offer, upon the terms and subject to the conditions~~ of ~~the~~Directors; ~~Tender~~Appointment ~~and Support Agreement, and will vote, or cause to be voted, all such Company Shares in favor~~ of ~~the~~Certain ~~Merger.~~Officers; ByCompensatory ~~entering~~Arrangements into the Tender and Support Agreement, Mr. Lorber and Lorber Alpha II LP also agreed to other customary terms and conditions, including certain transfer restrictions and voting obligations and restrictions, in respect of ~~the~~Certain ~~Company Shares that each of them, respectively, beneficially owns~~Officers. The Tender and Support Agreement will terminate automatically upon (i) the Effective Time, (ii) the valid termination of the Merger Agreement, (iii) the mutual written consent of each of Parent and each stockholder party thereto, or (iv) any material modification to the Merger Agreement, without the prior written consent of such stockholder, that reduces the amount or changes the form of the Offer Price or Merger Consideration payable to such stockholder pursuant to the terms of the Merger Agreement as in effect on the date of the Tender and Support Agreement.

~~The~~Acceleration ~~Tender~~of ~~and~~SERP ~~Support~~Benefit ~~Agreement and the foregoing description thereof have been included~~ to ~~provide investors and stockholders with information regarding the terms of the Tender and Support Agreement~~J. ~~They~~Bryant ~~are~~Kirkland ~~not intended to provide any other factual information about the stockholders party thereto or the Company.~~ III

~~The~~On ~~foregoing~~October ~~description~~7, 2024, the Company’s board of directors (the ~~Tender~~“Board”) amended ~~and~~the ~~Support~~Vector ~~Agreement~~Group ~~and~~Ltd. Supplemental Retirement Plan (the ~~transactions~~“SERP”) ~~contemplated~~to ~~thereunder~~provide isthat ~~not~~the ~~complete~~Normal ~~and~~Retirement isDate ~~qualified~~(as defined in ~~its~~the ~~entirety~~SERP) byfor ~~reference~~J. toBryant Kirkland III, the ~~Tender~~Company’s Senior Vice President, Chief Financial Officer and ~~Support~~Treasurer ~~Agreement~~of the Company, will ~~which~~be isthe ~~filed~~earlier asof ~~Exhibit~~(i) ~~99.~~January 1, to2026 ~~this~~and ~~Report~~(ii) ~~and~~the ~~incorporated~~date ~~herein~~of the closing of the transactions contemplated by ~~reference.~~the Merger Agreement.

~~Additional~~The ~~Information~~foregoing description of the amendment to the SERP is not complete and ~~Where~~is qualified in its entirety by reference to ~~Find~~the itfull text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~The~~Amendment ~~tender offer described in this communication has not yet commenced. This communication is neither an offer to purchase nor a solicitation~~ of anEmployment ~~offer~~Agreements ~~to sell shares of the Company. At the time the offer is commenced, Parent and its merger subsidiary, Merger Sub, will file a Tender Offer Statement on Schedule TO~~ with ~~the~~Richard ~~SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer~~J. ~~The Company stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase~~Lampen, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement, as they may be amended from time to time, when they become available because they will contain important information that should be read carefully before any decision is made with respect to the tender offerJ. ~~These~~Bryant Kirkland ~~materials~~III ~~will be sent free of charge to all stockholders of the Company In addition, all of these materials (~~and ~~all~~Marc ~~other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www~~N.~~sec.gov.~~ ~~Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at www.vectorgroupltd.com.~~ Bell

~~Cautionary~~On October ~~Statement~~7, ~~Regarding~~2024, ~~Forward-Looking~~the ~~Statements~~Company amended the employment agreements with each of (i) Mr. Kirkland, (ii) Richard J. Lampen, Executive Vice President and Chief Operating Officer of the Company and (iii) Marc N. Bell, Senior Vice President, General Counsel and Secretary of the Company to provide that all costs, fees and expenses of any arbitration or litigation, including attorneys’ fees of the executive and the Company, in connection with any controversy or claim arising out of or relating to each executive’s employment agreement, will be borne by, and be the obligation of the Company; provided, however, that if the executive chooses not to arbitrate, such costs, fees and expenses will not exceed $250,000 (collectively, the “Amendment”).

~~This~~The ~~communication~~foregoing ~~includes~~description ~~forward-looking statements within the meaning~~ of the ~~Private~~Amendment ~~Securities~~is ~~Litigation~~not ~~Reform~~complete ~~Act~~and ofis ~~1995.~~qualified in ~~All~~its ~~statements,~~entirety ~~other than statements of historical fact, may be forward-looking statements. These forward-looking statements may be accompanied~~ by ~~such~~reference ~~words~~to as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “should,” “likely,” “will” and other words and terms of similar meaning. Forward-looking statements include, among other things, statements regarding the ~~potential~~full ~~benefits~~text of ~~the~~such ~~proposed transaction; the prospective performance~~amendment, ~~future~~a ~~plans,~~form ~~events, expectations, performance, objectives and opportunities and the outlook for the Company’s business; filings and approvals relating to the transaction; the expected timing~~ of ~~the~~which ~~completion~~is offiled ~~the~~as ~~transaction;~~Exhibit ~~the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing~~10.2 ~~Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not~~ to ~~place~~this ~~undue~~Current ~~reliance~~Report on ~~these forward~~Form 8-~~looking~~K ~~statements.~~and ~~Actual~~incorporated ~~results~~herein ~~may~~by ~~differ materially from those currently anticipated due to a number of risks and uncertainties~~reference.

~~Risks~~Retention ~~and~~Letter ~~uncertainties~~Agreement that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; the risk that the proposed transaction may not be completed in a timely manner or at all; uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of this announcement or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with ~~its~~Nicholas customers, suppliers and others with whom it does business, its business generally or its stock price; risks related to diverting management’s attention from the Company’s ongoing business operations; the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including the Company’s current annual report on Form 10-K on file with the SEC, as well as the Schedule 14D-9 to be filed by the Company and the tender offer documents to be filed by Parent and Merger SubP. Anson

~~The~~On ~~Company~~October is7, ~~providing~~2024, the ~~information~~Company inentered ~~this~~into ~~filing~~a asretention ofletter ~~this~~agreement (the ~~date~~“Retention ~~and~~Letter ~~assumes~~Agreement”) nowith ~~obligation~~Nicholas toP. ~~update~~Anson, ~~any~~the ~~forward-looking~~President ~~statements~~and asChief aOperating ~~result~~Officer of ~~new~~Liggett ~~information,~~Vector ~~future developments or otherwise, except as required by law~~Brands LLC.

~~Item 5~~Pursuant to the Retention Letter Agreement, Mr.02 ~~Departure~~Anson ofwill ~~Directors~~be orentitled to ~~Certain~~a ~~Officers;~~retention ~~Election~~award equal to $175,000, with 100% of ~~Directors;~~such ~~Appointment~~amount vesting on the earlier of ~~Certain~~(i) ~~Officers;~~the ~~Compensatory~~six ~~Arrangements~~(6) month anniversary of ~~Certain~~the ~~Officers~~Closing Date, subject to his continuous service through such date, and (ii) the date on which Mr. Anson’s employment is terminated by the Company without Cause (as defined in the Company’s 2023 Management Incentive Plan) following the Closing Date (each, a “Vesting Date”), and payable no later than the second regularly scheduled payroll date following the applicable Vesting Date.

~~Transaction~~The ~~Bonus~~foregoing description of the Retention Letter ~~Agreements~~Agreement ~~with~~is J.not complete ~~Bryant~~and ~~Kirkland~~is ~~III~~qualified in its entirety by reference to the full text of the Retention Letter Agreement, ~~Marc~~a N.form ~~Bell~~of ~~and~~which ~~Ronald~~is Jattached as Exhibit 10.3 ~~Bernstein~~and incorporated herein by reference.

OnDetermination ~~August 21, 2024, the Company entered into a transaction bonus letter agreement (the “Transaction Bonus Letter Agreement”) with each~~ of ~~(i) J.~~Termination ~~Bryant Kirkland III, Senior Vice President, Chief Financial Officer and Treasurer~~ of the Company, (ii) Marc N. Bell, Senior Vice President, General Counsel and Secretary of the Company and (iii) Ronald J. Bernstein, Non-Executive Chairman of the Board of Managers of Liggett Vector Brands LLC and Senior Advisor to the Company and Liggett Vector Brands LLC, in recognition of their extraordinary efforts in connection with the Merger and to incentivize such individuals to continuously assist the Company through the successful consummation of the merger. Employment

~~Pursuant~~The toCompany ~~the~~has ~~Transaction~~determined ~~Bonus~~that ~~Letter~~it ~~Agreements,~~will ~~each~~terminate ofthe employment of Messrs. Lorber, Lampen, Kirkland and Bell, ~~will~~with besuch ~~entitled~~terminations tobecoming aeffective ~~transaction~~on ~~bonus~~the ~~opportunity~~Closing ~~equal~~Date tobut ~~$1,000,000~~following ~~and~~the Closing. Mr. ~~Bernstein~~ Lorber’s termination will be ~~entitled~~treated toas a ~~transaction~~termination ~~bonus~~without ~~opportunity~~“cause” ~~equal~~(as todefined ~~$4,000,000,~~in ~~with~~his ~~100%~~employment agreement) within two years of ~~such~~a ~~amount~~Change ~~vesting~~in onControl ~~the~~(as ~~Effective~~defined ~~Time~~in his employment agreement). The terminations of Messrs. Lampen, ~~subject~~Kirkland toand ~~the~~Bell ~~applicable~~will each ~~individual~~be treated as a termination without “cause” (as defined in each executive’s ~~continuous~~employment ~~service~~agreement). ~~through~~Upon ~~the~~such ~~Effective~~termination, ~~Time~~each of Messrs. Lorber, Lampen, Kirkland and ~~payable~~Bell will be entitled to receive severance payments and certain benefits, which have been previously disclosed in ~~cash~~the noSchedule ~~later~~14D-9, ~~than~~filed by the ~~second~~Company ~~regularly~~on ~~scheduled~~September ~~payroll~~9, ~~date~~2024, ~~following~~which ~~the~~is ~~Effective~~herein ~~Time.~~incorporated by reference.

~~The~~Resignation ~~foregoing description~~ of the Transaction Bonus Letter Agreement is not complete and is qualified in its entirety by reference to the complete text of the form of Transaction Bonus Letter Agreement, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference. Directors

~~Item 7.01~~Further, effective ~~Regulation~~immediately FDfollowing ~~Disclosure~~and contingent upon the Closing, each of the directors of the Company resigned from his or her position as a member of the Board and all committees thereof. Such resignations from the Board were in connection with the transactions contemplated by the Merger Agreement and were not a result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices or any other matter.

OnItem ~~August 21,~~5.03 ~~2024,~~Amendments ~~the~~to ~~Company~~Articles ~~issued a press release announcing the execution~~ of ~~the~~Incorporations ~~Merger~~or ~~Agreement.~~Bylaws, AChange ~~copy~~in ofFiscal ~~the press release is hereby furnished as Exhibit 99~~Year.~~2 to this Report.~~

OnPursuant ~~August 20,~~to ~~2024,~~ the ~~Company~~Merger ~~announced~~Agreement, ~~that~~at the ~~Company~~Effective Time, ~~Board~~the ~~declared~~certificate aof ~~regular~~incorporation ~~quarterly~~of ~~cash~~the ~~dividend~~Company on(the ~~its~~“Certificate ~~common stock~~ of ~~$0.20~~Incorporation”) ~~per~~was ~~share,~~amended ~~which~~and ~~will~~restated bein ~~payable~~its entirety. onThe ~~September~~Certificate ~~12,~~of ~~2024,~~Incorporation tois ~~holders~~filed ~~of record~~ as ofExhibit ~~August 30, 2024~~3.1 ~~Subject~~ to ~~approval~~this ofCurrent ~~the~~Report ~~Company~~on ~~Board,~~Form ~~the~~8-K ~~Company~~and ~~expects~~is toincorporated ~~continue~~herein toby ~~pay~~reference. In addition, ~~and~~pursuant to the Merger Agreement, ~~described~~at inthe ~~this~~Effective ~~Current~~Time, ~~Report~~the onCompany’s ~~Form~~by-laws 8(“By-KLaws”) ~~permits~~were ~~the~~amended and ~~Company~~restated toin ~~pay,~~their aentirety. ~~regular~~The ~~quarterly~~By-Laws ~~cash~~are ~~dividend~~attached onhereto ~~its~~as ~~common~~Exhibit ~~stock~~3.2 ~~consistent~~to ~~with~~this ~~past~~Current ~~practice~~Report ~~during~~on ~~the~~Form ~~term~~8-K ofand ~~the~~are ~~Merger~~incorporated herein ~~Agreement.~~by reference.

~~The information contained in this~~ Item 79.01 ~~and in Exhibit 99~~.2 ofFinancial ~~this~~Statements ~~Report~~and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filingExhibits.

~~Item 9.01~~(d) ~~Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 21, 2024, by and among JTI (US) Holding Inc., Vapor Merger Sub Inc., and Vector Group Ltd (filed as Exhibit 2.1 to Vector Group Ltd.’s Current Report on Form 8-K, filed on August 21, 2024, and incorporated herein by reference).*

3.1		Amended and Restated Certificate of Incorporation of Vector Group Ltd.

3.2		Amended and Restated By-Laws of Vector Group Ltd.

10.1		Amendment to the Vector Group Ltd. Supplemental Retirement Plan, dated as of October 7, 2024.

10.2		Form of Amendment to the Employment Agreements, dated as of October 7, 2024.

10.3		Form of Retention Letter Agreement.

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of August 21, 2024, by and among JTI (US) Holding Inc., Vapor Merger Sub Inc., and Vapor Group Ltd..*
10.1		Guarantee, dated as of August 21, 2024, by and between Vector Group Ltd. and JT International Holding B.V.
10.2		Form of Transaction Bonus Letter Agreement.
99.1		Tender and Support Agreement, dated as of August 21, 2024, by and among JTI (US) Holding Inc., Vapor Merger Sub Inc., Howard M. Lorber and Lorber Alpha II Limited Partnership.
99.2		Press release dated August 21, 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC.

*SIGNATURES Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC.

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Pursuant~~VECTOR toGROUP ~~the~~LTD. ~~requirements~~By: of/s/ ~~the~~Idil ~~Securities~~Yasa ~~Exchange~~Idil ~~Act~~Yasa ofPresident ~~1934,~~By: ~~the~~/s/ ~~registrant~~Huub ~~has~~Ooms ~~duly~~Huub ~~caused~~Ooms ~~this~~Secretary ~~report~~and ~~to be signed on its behalf by the undersigned thereunto duly authorized.~~ Treasurer

Date: October 7, 2024

VECTOR GROUP LTD.

/s/ J. Bryant Kirkland III

J. Bryant Kirkland III Senior Vice President, Treasurer and Chief Financial Officer

Date: August 21, 2024

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