Turning Point Brands (TPB) director logs Form 4 tax withholding, options detail

Rhea-AI Filing Summary

Turning Point Brands, Inc. director files Form 4 for routine tax withholding. On January 2, 2026, a director reported a transaction in common stock coded "F," indicating 425 shares were withheld at $110.24 per share to cover taxes on restricted stock units that vested on that date. This was not an open-market buy or sell but a share withholding for tax purposes.

After this transaction, the director beneficially owned 283,291 shares, consisting of 281,086 shares of common stock and 2,205 restricted stock units. The filing also lists multiple option awards under the company’s 2015 Equity Incentive Plan, with exercise prices ranging from $14.85 to $51.75 and expiration dates between May 17, 2027 and February 18, 2031, all held in direct ownership.

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)
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		425	D	$110.24(7)	283,291(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 reported transaction involves shares withheld for payment of taxes related to the restricted stock units that have vested on 1/2/2026.

8. The total reported in Column 5 includes 2,205 restricted stock units and 281,086 shares of common stock.

	/s/ Lawrence Wexler	01/06/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

The filing reports that a director had 425 shares of common stock withheld on January 2, 2026 in a transaction coded "F," which indicates shares were withheld to satisfy tax obligations related to equity awards.

What was the price and purpose of the 425 TPB shares reported on January 2, 2026?

The 425 shares were valued at $110.24 per share and were withheld for payment of taxes on restricted stock units that vested on January 2, 2026, rather than sold in the open market.

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

Following the reported transaction, the director beneficially owns 283,291 shares in total, comprised of 281,086 shares of common stock and 2,205 restricted stock units, all held directly.

What is the insider’s relationship to Turning Point Brands (TPB)?

The reporting person is identified as a Director of Turning Point Brands, Inc., and the form is filed by one reporting person.

What stock options for TPB does the insider hold according to this filing?

The director holds several option awards granted under the 2015 Equity Incentive Plan, including options for 16,819 shares at $15.41 expiring May 17, 2027, 26,500 shares at $21.21 expiring March 7, 2028, 35,500 shares at $47.58 expiring March 20, 2029, 20,000 shares at $14.85 expiring March 18, 2030, and 15,900 shares at $51.75 expiring February 18, 2031, all held directly.

Were any new options or equity grants issued to the TPB director in this Form 4?

The document describes option awards previously granted under the 2015 Equity Incentive Plan and their vesting schedules, but the only new reported activity on January 2, 2026 is the 425-share tax withholding tied to vested restricted stock units.