Turning Point Brands (NYSE: TPB) CEO enters $12.3M forward deal on 140,140 shares

Rhea-AI Filing Summary

Turning Point Brands, Inc. (TPB) President and CEO Graham Purdy reported a financing transaction tied to his company stock. On December 8, 2025, he entered into a forward-style financing 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 maturity date of December 10, 2026, he must either repay the lender in cash or, at his election, deliver up to 140,140 shares at a price per share ranging from $91.50 to $104.45, depending on the market price at that time. Until then, he retains beneficial ownership of the pledged shares, including dividend and voting rights.

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)
12/08/2025

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

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	(1)	12/08/2025		J		140,140		(1)	(1)	Common Stock	140,140	(1)	140,140	D

Explanation of Responses:

1. 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	12/10/2025
	** 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.
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 transaction did TPB CEO Graham Purdy report in this Form 4?

Graham Purdy reported entering a financing transaction on December 8, 2025 with an unaffiliated dealer, using his Turning Point Brands common stock as collateral.

How much financing did the TPB CEO receive and what secures it?

The reporting person received approximately $12.3 million, secured by a pledge of up to 140,140 shares of Turning Point Brands common stock, referred to as the Pledged Shares.

When does the TPB CEO have to settle this stock-backed financing?

Settlement begins on the maturity date of December 10, 2026, when the reporting person is obligated to repay the lender either in cash or by delivering up to 140,140 shares.

At what prices could TPB shares be delivered under this transaction?

If the CEO elects to deliver shares instead of cash, the delivery price per share will range from $91.50 to $104.45, based on the then prevailing market price.

Does the TPB CEO keep voting and dividend rights on the pledged shares?

Yes. The reporting person retains beneficial ownership of the Pledged Shares, including dividend and voting rights, during the term of the financing.

What type of security is referenced in the derivative table for TPB?

The derivative table lists a forward contract relating to up to 140,140 shares of Turning Point Brands common stock, consistent with the described financing arrangement.