Turning Point Brands (TPB) CEO reports tax share withholding and $12.3M financing deal

Rhea-AI Filing Summary

Turning Point Brands president and CEO Graham Purdy reported an equity transaction involving company stock. On January 2, 2026, 368 shares of Turning Point Brands, Inc. common stock were withheld to cover taxes due on restricted stock units that vested the same day at a price of $110.24 per share. After this tax withholding, Purdy beneficially owns 227,098 shares, consisting of 33,186 restricted stock units and 193,912 shares of common stock.

The filing also notes that on December 8, 2025, Purdy entered into a financing transaction with an unaffiliated dealer to receive approximately $12.3 million, secured by a pledge of up to 140,140 shares of Turning Point Brands common stock. Beginning on the December 10, 2026 maturity date, he must either repay the lender in cash or may deliver up to 140,140 shares at a price per share between $91.50 and $104.45, while retaining dividend and voting rights on the pledged shares.

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^*

Purdy Graham

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		F		368	D	$110.24(1)	227,098(2)	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
Forward contract	(3)							(3)	(3)	Common Stock	(3)		140,140	D

Explanation of Responses:

1. The reported transaction involves shares withheld for the payment of taxes related to the restricted units that have vested on 1/2/2026.

2. The total reported in Column 5 includes 33,186 restricted stock units and 193,912 shares of common stock.

3. On December 8, 2025, the reporting person entered into a financing transaction with an unaffiliated dealer to receive approximately $12.3 million secured by a pledge of up to 140,140 shares of the issuer's common stock (the "Pledged Shares"). Beginning on the maturity date of December 10, 2026, the reporting person is obligated to repay the lender in cash or at the reporting person's election to deliver up to 140,140 shares of the Issuer's common stock at a price per share ranging from $91.50 to $104.45 based on the then prevailing market price. The reporting person retains beneficial ownership of the Pledged Shares, including dividend and voting rights.

	/s/ Graham Purdy	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Turning Point Brands (TPB) report for its CEO?

The president and CEO, Graham Purdy, reported that on January 2, 2026, 368 shares of Turning Point Brands common stock were withheld to pay taxes on vested restricted stock units at a price of $110.24 per share.

How many Turning Point Brands (TPB) shares does the CEO beneficially own after this transaction?

Following the reported tax withholding, Graham Purdy beneficially owns 227,098 shares of Turning Point Brands, made up of 33,186 restricted stock units and 193,912 shares of common stock.

What financing arrangement involving Turning Point Brands (TPB) shares did the CEO enter into?

On December 8, 2025, Graham Purdy entered into a financing transaction with an unaffiliated dealer to receive approximately $12.3 million, secured by a pledge of up to 140,140 shares of Turning Point Brands common stock.

What are the repayment terms for the CEOs pledged Turning Point Brands (TPB) shares?

Beginning on the December 10, 2026 maturity date, Graham Purdy is obligated to repay the lender in cash or, at his election, deliver up to 140,140 shares of Turning Point Brands common stock at a price per share between $91.50 and $104.45, based on the then prevailing market price.

Does the Turning Point Brands (TPB) CEO keep rights on the pledged shares?

Yes. Despite pledging up to 140,140 shares as collateral in the financing transaction, Graham Purdy retains beneficial ownership of the pledged shares, including dividend and voting rights.