Turning Point Brands (TPB) director records awards, tax shares and gift

Rhea-AI Filing Summary

Turning Point Brands director Lawrence Wexler reported several equity-related transactions in company stock. On March 2, 2026, he acquired 8,369 and 927 shares of common stock at $108.51 per share, reflecting settlement of performance restricted units granted in February 2021 and March 2022 after the compensation committee determined the performance criteria were met.

Also on March 2, 3,393 shares were disposed of at a weighted-average price of $100.14 to cover tax obligations by delivering shares rather than cash. Earlier, on December 26, 2025, Wexler made a bona fide gift of 2,800 shares to a donor advised fund. Following these transactions, he reported direct ownership of 286,394 shares of common stock and 2,205 restricted stock units.

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^*

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)
12/26/2025

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	12/26/2025		G		2,800	D	$0(1)	280,491(2)	D
Common Stock	03/02/2026		A		8,369	A	$108.51	288,860(3)	D
Common Stock	03/02/2026		A		927	A	$108.51	289,787(4)	D
Common Stock	03/02/2026		F		3,393	D	$100.14(5)	286,394(6)	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(7)	$51.75							(10)	02/18/2031	Common Stock	15,900		15,900	D
Options(7)	$14.85							(9)	03/18/2030	Common Stock	20,000		20,000	D
Options(7)	$47.58							(11)	03/20/2029	Common Stock	35,500		35,500	D
Options(7)	$21.21							(12)	03/07/2028	Common Stock	26,500		26,500	D
Options(7)	$15.41							(8)	05/17/2027	Common Stock	16,819		16,819	D

Explanation of Responses:

1. Reports the donation of 2,800 shares of common stock to a donor advised fund.

2. The total reported in Column 5 includes 2,205 restricted stock units and 278,286 shares of common stock.

3. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in February 2021. The compensation committee of the Board of Directors determined that the performance criteria were met on March 2, 2026. The total reported in Column 5 includes 2,205 restricted stock units and 286,655 shares of common stock.

4. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in March 2022. The compensation committee of the Board of Directors determined that the performance criteria were met on March 2, 2026. The total reported in Column 5 includes 2,205 restricted stock units and 287,582 shares of common stock.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.87 - $101.97.

6. The total reported in Column 5 includes 2,205 restricted stock units and 284,189 shares of common stock.

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

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

	/s/ Lawrence Wexler	03/04/2026
	** Signature of Reporting Person	Date
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