Turning Pt Brands Inc SEC Filings

Turning Point Brands (TPB) insider trading disclosure: Senior Vice President and General Counsel Brittani Cushman reported multiple stock option exercises and same-day sales on 11/19/2025.

She exercised several blocks of Turning Point Brands common stock options, including 3,000, 4,000, 3,250 and 2,500 shares at exercise prices of $14.85, $21.21, $15.41 and $13.00, respectively, under the company’s 2015 Equity Incentive Plan. The exercised shares were then sold in matching amounts at a sale price of $101.66 per share.

After these transactions, Cushman directly beneficially owns 34,687 shares of common stock. The filing notes that certain totals in the table include 9,434 restricted stock units and 32,753 shares of common stock, and also that 406.806 shares are held indirectly by her spouse, for which she disclaims beneficial ownership.

Turning Point Brands, Inc. (TPB)11/21/2025, Baxter sold 1,500 shares of TPB common stock in an open-market transaction coded as an "S" sale. The weighted average sale price was $98.23 per share, with individual trades executed at prices ranging from $97.64 to $98.95.

After this sale, Baxter beneficially owned a total of 38,919 TPB shares, consisting of 37,681 shares of common stock and 1,058 restricted stock units. The filing indicates the securities are held directly by the reporting person and that the report was filed by one reporting person rather than a group.

Turning Point Brands (TPB) insider Stephen Usher filed a Form 144 notice to sell common stock. The filing reports a planned sale of 1,000 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $102,540.00 and 19,070,757 shares outstanding at the time of the notice. These 1,000 shares were acquired on 05/08/2024 as restricted stock vesting under a registered plan from the issuer in exchange for services rendered. The form also notes that 1,000 common shares were sold on 11/19/2025 for gross proceeds of $101,000.00 during the prior three months. By signing, the seller represents they are not aware of undisclosed material adverse information about the company.

Turning Point Brands, Inc. (TPB) filed a notice of proposed sale of restricted stock under Rule 144. The filing covers the planned sale of 1,000 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE, with an indicated aggregate market value of $101,000.00. The securities were acquired as restricted stock vesting under a registered plan from the issuer on 05/08/2024, in connection with services rendered. The notice states that the seller does not know of any undisclosed material adverse information about the issuer’s current or prospective operations.

Turning Point Brands (TPB) reported insider activity by a director, who sold common stock over three consecutive days. On 11/11/2025, the director sold 15,000 shares at a weighted average price of $99.89. On 11/12/2025, 21,069 shares were sold at a weighted average price of $100.02. On 11/13/2025, 10,401 shares were sold at a weighted average price of $99.03. The reported prices reflect multiple trades within disclosed ranges.

Following the transactions, beneficial ownership reported in Column 5 progressed to 315,186, then 290,765, and finally 280,368 shares, all held directly. The filing also lists outstanding stock options with various exercise prices and expirations under the company’s equity plan.

TPB filed a Rule 144 notice for a proposed sale of up to 50,000 shares of common stock through UBS Financial Services on the NYSE, with an aggregate market value of $4,950,000. The approximate sale date is 11/11/2025.

The shares were acquired via restricted stock releases on 02/14/2023 and 05/25/2023, and stock option exercises on 06/15/2017, 09/17/2018, and 09/18/2018, totaling 50,000 shares. Shares outstanding were 19,070,757; this is a baseline figure, not the amount being offered.

Turning Point Brands (TPB) amended its at-the-market (ATM) equity program, increasing the aggregate dollar amount of common stock that may be sold by $200,000,000 through B. Riley Securities and Barclays Capital. The ATM is conducted under the company’s Form S-3 shelf (File No. 333-274825) and related prospectus supplement.

The prospectus supplement originally permitted up to $100,000,000, and the company has sold $99,999,137 of common stock to date pursuant to the sales agreement. A Milbank LLP legal opinion was provided in connection with the additional capacity. The sales agreement is filed as an exhibit, along with the legal opinion and related consent.

Turning Point Brands (TPB) amended its prospectus supplement to expand its at-the-market (ATM) program, registering up to an additional $200,000,000 of common stock to be sold from time to time through B. Riley Securities and Barclays. The filing notes prior ATM sales for gross proceeds of $99,999,137 under the earlier $100,000,000 capacity. Sales will be conducted as an “at the market offering” under Rule 415.

The agents’ commission is up to 3.0% of gross proceeds. The company currently intends to use net proceeds for general corporate purposes, including investment in white nicotine pouch brands, sales force expansion, trade programs, online presence, international expansion, marketing and regulatory capabilities, and U.S. manufacturing build-out. TPB’s common stock trades on the NYSE under “TPB”; the last reported price on November 3, 2025 was $93.64 per share. The table illustrates that, assuming an offering price of $93.64, an additional 2,135,839 shares could be sold under this amendment.

Turning Point Brands (TPB) reported stronger Q3 2025 results. Net sales were $118.98 million versus $90.70 million a year ago, with operating income of $25.89 million. Net income attributable to TPB rose to $21.08 million and diluted EPS was $1.13 versus $0.68 last year. For the first nine months, net sales reached $342.05 million and diluted EPS was $2.70.

The balance sheet showed higher liquidity and scale: cash was $201.19 million and total assets were $742.85 million. Notes payable and long‑term debt were $293.36 million, and stockholders’ equity was $358.15 million. Operating cash flow for the nine months was $32.52 million.

Financing actions included redeeming $250.0 million of 2026 notes, issuing $300.0 million of 2032 notes at 7.625%, and raising $97.50 million through an at‑the‑market offering. The company completed the disposition of its former CDS segment on January 2, 2025, receiving a 49% stake in GWO; no discontinued operations impacted 2025. PMTA-related costs were $0.5 million in Q3 2025 and $3.7 million year‑to‑date.