[Form 4] Turning Point Brands, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Turning Point Brands, Inc. (TPB) director Lawrence Wexler disclosed an insider sale in a Form 4 filed on 06/18/2025. On 06/17/2025 he sold 25,000 common shares at a weighted-average price of $75.94, generating roughly $1.9 million in gross proceeds. After the sale, Wexler retains 330,186 TPB shares (comprised of 3,352 restricted stock units and 326,834 common shares) and holds 114,719 vested and un-vested stock options with strike prices ranging from $14.85 to $51.75 that expire between 2027 and 2031. The divestiture represents about 7.6% of his directly held common stock position, leaving him with a meaningful ownership stake. No purchases were reported, and no 10b5-1 trading plan was indicated in the filing.

Positive

• None.

Negative

• Director insider sale: Lawrence Wexler disposed of 25,000 TPB shares at $75.94, trimming his direct holding by roughly 7.6%, a potential negative sentiment signal.

Insights

Securities Analyst

TL;DR: Director sells 25k TPB shares (~7.6% stake cut); modestly negative signal, low fundamental impact.

The filing shows typical liquidity-driven selling rather than a wholesale exit: Wexler still owns 330k shares—worth roughly $25 million at the sale price—plus substantial options. While insider selling can pressure sentiment, the volume equals about 0.13 days of TPB’s average daily trading volume, limiting market impact. No derivative exercises accompanied the transaction, suggesting the sale was a straight reduction rather than profit-taking after option exercise. Investors should watch for additional sales that might signal broader insider bearishness, but a single 25k-share sale is not materially detrimental to TPB’s fundamentals.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Wexler Lawrence

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		S		25,000	D	$75.94(7)	330,186(8)	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(3)	$51.75							(6)	02/18/2031	Common Stock	15,900		15,900	D
Options(3)	$14.85							(5)	03/18/2030	Common Stock	20,000		20,000	D
Options(3)	$47.58							(4)	03/20/2029	Common Stock	35,500		35,500	D
Options(3)	$21.21							(2)	03/07/2028	Common Stock	26,500		26,500	D
Options(3)	$15.41							(1)	05/17/2027	Common Stock	16,819		16,819	D

Explanation of Responses:

1. The options vest and become exercisable as to 34% of the underlying shares on January 1, 2018, 33% of the underlying shares on January 1, 2019 and 33% of the underlying shares on January 1, 2020.

2. The options vest and become exercisable as to 34% of the underlying shares on January 1, 2019, 33% of the underlying shares on January 1, 2020 and 33% of the underlying shares on January 1, 2021.

3. Granted pursuant to the issuer's 2015 Equity Incentive Plan.

4. The options vest and become exercisable as to 34% of the underlying shares on January 1, 2020, 33% of the underlying shares on January 1, 2021 and 33% of the underlying shares on January 1, 2022.

5. The options vest and become exercisable as to 34% of the underlying shares on January 1, 2021, 33% of the underlying shares on January 1, 2022 and 33% of the underlying shares on January 1, 2023.

6. The options vest and become exercisable as to 34% of the underlying shares on January 1, 2022, 33% of the underlying shares on January 1, 2023 and 33% of the underlying shares on January 1, 2024.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.68 to $76.38.

8. The total reported in Column 5 includes 3,352 restricted stock units and 326,834 shares of common stock

	/s/ Lawrence Wexler	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many TPB shares did director Lawrence Wexler sell?

He sold 25,000 common shares on 06/17/2025.

What was the sale price reported in the TPB Form 4?

The weighted-average sale price was $75.94 per share.

How many TPB shares does Wexler still own after the transaction?

He retains 330,186 shares, including restricted stock units.

Did the filing disclose any option exercises?

No option exercises were reported; only a sale of common stock was disclosed.

Is the transaction under a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the sale was made under a Rule 10b5-1 plan.