---
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"
generated_at: "2026-05-30T19:39:01.295251+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Vector Group acquired by JTI for $15.00/share cash; merger completed, delisting from NYSE

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-24-106511
- form_type: 8-K
- cik: 0000059440
- company_name: VECTOR GROUP LTD
- filed_at: 2024-10-07T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-106511
- JSON: https://secwatch.observer/filing/0001104659-24-106511.json
- Plain text: https://secwatch.observer/filing/0001104659-24-106511.txt

## Key facts
- Executive change
  Richard J. Lampen was terminated as Executive Vice President and Chief Operating Officer at VECTOR GROUP LTD.
  - Action: terminated
  - Role: Executive Vice President and Chief Operating Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm
- Executive change
  Howard Lorber was terminated as Chief Executive Officer at VECTOR GROUP LTD.
  - Action: terminated
  - Role: Chief Executive Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm
- Executive change
  J. Bryant Kirkland III was terminated as Senior Vice President, Chief Financial Officer and Treasurer at VECTOR GROUP LTD.
  - Action: terminated
  - Role: Senior Vice President, Chief Financial Officer and Treasurer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm
- Executive change
  Marc N. Bell was terminated as Senior Vice President, General Counsel and Secretary at VECTOR GROUP LTD.
  - Action: terminated
  - Role: Senior Vice President, General Counsel and Secretary
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm
- Governance Changes
  VECTOR GROUP LTD: The company's bylaws were amended and restated in their entirety at the Effective Time.
  - Change: bylaw amendment
  source text: at the Effective Time, the Company’s by-laws (“By-Laws”) were amended and restated in their entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm
- Governance Changes
  VECTOR GROUP LTD: The certificate of incorporation was amended and restated in its entirety at the Effective Time.
  - Change: charter amendment
  source text: at the Effective Time, the certificate of incorporation of the Company (the “Certificate of Incorporation”) was amended and restated in its entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: JTI (US) Holding Inc.
  - Consideration: $15.00 in cash per Company Share
  - Closing: 2024-10-07
  source text: Merger Agreement”), with JTI (US) Holding Inc., a Delaware corporation (“Parent”), and Vapor Merger Sub Inc.,
  evidence_url: https://www.sec.gov/Archives/edgar/data/59440/000110465924106511/0001104659-24-106511-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.