{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-106511","form_type":"8-K","ticker":null,"cik":"0000059440","company_name":"VECTOR GROUP LTD","filed_at":"2024-10-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:10.795080+00:00","generated_at":"2026-05-30T19:39:01.295251+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Vector Group acquired by JTI for $15.00/share cash; merger completed, delisting from NYSE","bullets":["Merger closed October 7, 2024; Vector Group now wholly owned by JTI (US) Holding Inc.","Tender offer accepted 108.1M shares (~68.67% outstanding); total consideration ~$3.4B.","Shares to be delisted from NYSE; company will file Form 15 to suspend SEC reporting.","Directors resigned effective immediately after closing; President/CEO Howard Lorber and others terminated without cause.","SERP amended for CFO Kirkland; retention awards for President of Liggett Vector Brands."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-106511","json":"https://secwatch.observer/filing/0001104659-24-106511.json","markdown":"https://secwatch.observer/filing/0001104659-24-106511.md","text":"https://secwatch.observer/filing/0001104659-24-106511.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/tm2425647d16_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-30T19:39:01.295251+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1d3f316fc8","claim":"Richard J. Lampen was terminated as Executive Vice President and Chief Operating Officer at VECTOR GROUP LTD.","evidence_excerpt":"The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Executive Vice President and Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"22be57b2ed","claim":"Howard Lorber was terminated as Chief Executive Officer at VECTOR GROUP LTD.","evidence_excerpt":"The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm","confidence":0.7,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"ab67b50387","claim":"J. Bryant Kirkland III was terminated as Senior Vice President, Chief Financial Officer and Treasurer at VECTOR GROUP LTD.","evidence_excerpt":"The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Senior Vice President, Chief Financial Officer and Treasurer"}],"fact_type":"executive_change"},{"claim_id":"ddb1b6adf1","claim":"Marc N. Bell was terminated as Senior Vice President, General Counsel and Secretary at VECTOR GROUP LTD.","evidence_excerpt":"The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Senior Vice President, General Counsel and Secretary"}],"fact_type":"executive_change"},{"claim_id":"3919f4e22b6d6b167feb34c12ebf1e704d897b50","claim":"VECTOR GROUP LTD: The company's bylaws were amended and restated in their entirety at the Effective Time.","evidence_excerpt":"at the Effective Time, the Company’s by-laws (“By-Laws”) were amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"860f6db6d547b8373fe14466d685aea21ad25bae","claim":"VECTOR GROUP LTD: The certificate of incorporation was amended and restated in its entirety at the Effective Time.","evidence_excerpt":"at the Effective Time, the certificate of incorporation of the Company (the “Certificate of Incorporation”) was amended and restated in its entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"29cb235268c614685830648ddea4fc3d7da597e4","claim":"VECTOR GROUP LTD underwent a change of control involving JTI (US) Holding Inc. for $15.00 in cash per Company Share (closed 2024-10-07).","evidence_excerpt":"Merger Agreement”), with JTI (US) Holding Inc., a Delaware corporation (“Parent”), and Vapor Merger Sub Inc.,","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"JTI (US) Holding Inc."},{"label":"Consideration","value":"$15.00 in cash per Company Share"},{"label":"Closing","value":"2024-10-07"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}