Turning Point Brands (TPB) chair alters $7.0M forward deal, exercises 30K options

Rhea-AI Filing Summary

Turning Point Brands, Inc. insider activity centers on option exercises, share sales, and a revised share-backed financing. Executive Chairman and Director David Glazek exercised 30,000 stock options at $20.71 per share and sold 30,000 shares of common stock at $110.26 per share on 12/19/2025. After these transactions, he beneficially owns 157,083 common shares, including 35,956 restricted stock units and 91,127 shares of common stock. He also holds 54,289 options with a $27.19 exercise price and 47,519 options with a $20.71 exercise price.

The filing also reports a revised financing transaction involving a forward contract on up to 78,000 pledged shares of Turning Point Brands common stock. On December 19, 2025, Glazek replaced a prior contract with a new one that reflects the current stock price and extends its duration, receiving a gross amount of approximately $7.0 million. On the revised maturity date of December 19, 2027, he must either repay the lender in cash or deliver up to 78,000 shares at prices ranging from $105.33 to $126.39 per share, depending on the market price. He retains beneficial ownership of the pledged shares, including dividend and voting rights, and the revised financing was completed at a price of $110.87 per share.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Glazek David Edward

(Last) (First) (Middle)

5201 INTERCHANGE WAY

(Street)

LOUISVILLE KY 40229

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Turning Point Brands, Inc. [ TPB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/19/2025		M		30,000	A	$20.71	157,083(1)	D
Common Stock	12/19/2025		S		30,000(2)	D	$110.26	127,083	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$27.19							(3)	03/11/2034	Common Stock	54,289		54,289	D
Options	$20.71	12/19/2025		M			30,000	(1)	05/12/2033	Common Stock	77,519	$20.71	47,519	D
Forward contract	(4)(5)	12/19/2025		J		78,000		(4)(5)	(4)(5)	Common Stock	78,000	(4)(5)	78,000	D

Explanation of Responses:

1. The reported transaction involved the reporting person's exercise of 30,000 options granted under 2021 Equity Incentive Plan. The total reported in Column 5 includes 35,956 restricted stock units and 91,127 shares of common stock.

2. The reported transaction involves the sale of 30,000 shares of common stock received upon exercise of the options described in footnote 1.

3. Options granted under the Turning Point Brands, Inc. 2021 Equity Incentive Plan.

4. On December 19, 2025, the reporting person revised a previously disclosed financing transaction with an unaffiliated dealer dated June 4, 2025 that had the effect of canceling the transaction initially contemplated by the contract and commencing a new transaction to reflect the current stock price and extend the duration of the contract. Under the revised financing the reporting person receives a gross amount of approximately $7.0 million and continues to pledge up to 78,000 shares of the issuer's common stock (the "Pledged Shares").

5. On the revised maturity date of December 19, 2027 the reporting person is obligated to repay the lender in cash or at the reporting person's election to deliver up to 78,000 shares of the Issuer's common stock at a price per share ranging from $105.33 to $126.39 based on the then prevailing market price. The reporting person retains beneficial ownership of the Pledged Shares, including dividend and voting rights. The revised financing transaction was completed at a price per share of $110.87.

	/s/ David Glazek	12/23/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Turning Point Brands (TPB) report in this Form 4?

The report shows that Executive Chairman and Director David Glazek exercised 30,000 stock options at $20.71 per share and sold 30,000 common shares at $110.26 per share on December 19, 2025. These actions are typical Form 4 transactions, reflecting both option exercise and subsequent share sale.

How many Turning Point Brands (TPB) shares does David Glazek beneficially own after these transactions?

Following the reported transactions, David Glazek beneficially owns 157,083 shares of Turning Point Brands common stock. This total includes 35,956 restricted stock units and 91,127 shares of common stock, as disclosed in the explanation of responses.

What options and derivative positions does the Turning Point Brands (TPB) insider hold after the Form 4 transactions?

After the transactions, David Glazek holds 54,289 stock options with a $27.19 exercise price that become exercisable on 03/11/2034, and 47,519 stock options with a $20.71 exercise price that expire on 05/12/2033. He is also party to a forward contract involving up to 78,000 shares of Turning Point Brands common stock.

What are the key terms of the revised share-backed financing for Turning Point Brands (TPB) shares?

On December 19, 2025, David Glazek revised a previously disclosed financing with an unaffiliated dealer, canceling the original June 4, 2025 transaction and commencing a new one. Under the revised financing, he receives approximately $7.0 million in gross proceeds and continues to pledge up to 78,000 shares of Turning Point Brands common stock. The revised transaction was completed at a price of $110.87 per share.

When does the revised forward contract on Turning Point Brands (TPB) shares mature and how is it settled?

The revised forward contract has a maturity date of December 19, 2027. On that date, David Glazek is required to repay the lender in cash or, at his election, deliver up to 78,000 shares of Turning Point Brands common stock at a price per share ranging from $105.33 to $126.39, based on the then-prevailing market price.

Does the Turning Point Brands (TPB) insider retain voting and dividend rights on the pledged shares?

Yes. The filing states that David Glazek retains beneficial ownership of the 78,000 pledged shares, including both dividend rights and voting rights, even though the shares are pledged as collateral under the revised financing transaction.