Turning Point Brands (TPB) CFO reports stock sale, RSU grants and tax withholdings

Rhea-AI Filing Summary

Turning Point Brands, Inc. Chief Financial Officer Andrew Flynn reported a mix of equity awards and share sales in company common stock. On March 2, 2026, he acquired several blocks of shares via settlement of performance-based restricted stock units and a new grant of 2,721 restricted stock units under the 2021 Equity Incentive Plan, after the compensation committee determined performance criteria were met.

Also on March 2, shares were withheld to cover tax obligations related to these awards, with dispositions of 962 and 1,124 shares as tax-withholding transactions. On March 4, 2026, Flynn completed an open-market sale of 2,000 shares of common stock at a weighted average price of $97.57 per share, from multiple trades between $97.37 and $97.85. After these transactions, he directly held 9,443 shares of common stock, alongside additional 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^*

Flynn Andrew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		1,648	A	$108.51	10,126(1)	D
Common Stock	03/02/2026		A		682	A	$108.51	10,808(2)	D
Common Stock	03/02/2026		F		962	D	$100.99(3)	9,846(4)	D
Common Stock	03/02/2026		F		1,124	D	$100.99(3)	8,722(5)	D
Common Stock	03/03/2026		A		2,721	A	$107.57	11,443(6)	D
Common Stock	03/04/2026		S		2,000	D	$97.57(7)	9,443(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

Explanation of Responses:

1. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in April 2024. 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 5,902 restricted stock units and 4,224 shares of common stock.

2. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in March 2025. 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 5,902 restricted stock units and 4,906 shares of common stock.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.53 to $102.67.

4. The reported transaction involves shares withheld for the payment of taxes related to performance restricted stock units that the performance criteria were met on March 2, 2026. The total reported in Column 5 includes 5,902 restricted stock units and 3,944 shares of common stock.

5. The reported transaction involves shares withheld for the payment of taxes related to performance restricted stock units that the performance criteria were met on March 2, 2026. The total reported in Column 5 includes 4,778 restricted stock units and 3,944 shares of common stock.

6. The reported transaction involved the person's receipt of a grant of 2721 restricted stock units under Turning Point Brands, Inc.'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 7,499 restricted stock units and 3,944 shares of common stock.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.37 to $97.85.

8. The total reported in Column 5 includes 7,499 restricted stock units and 1,944 shares of common stock.

	/s/ Andrew Flynn	03/04/2026
	** 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).
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FAQ

What insider transactions did TPB CFO Andrew Flynn report on this Form 4?

Andrew Flynn reported equity awards, tax-related share withholdings, and an open-market sale. He received performance-based restricted stock units and a grant of 2,721 restricted stock units, then sold 2,000 shares and had shares withheld to cover tax obligations tied to those awards.

How many Turning Point Brands (TPB) shares did the CFO sell?

The CFO sold 2,000 shares of Turning Point Brands common stock. These were open-market transactions at a weighted average price of $97.57 per share, executed in multiple trades within a price range from $97.37 to $97.85, according to the Form 4 footnote.

What equity awards did TPB grant to the CFO in this filing?

The filing shows issuance of common stock upon settlement of performance restricted units and a new grant of 2,721 restricted stock units. These awards were made under Turning Point Brands’ 2021 Equity Incentive Plan after the compensation committee confirmed that specified performance criteria had been achieved.

Why were some TPB shares disposed of as tax-withholding transactions?

Shares were withheld to pay taxes triggered by vesting of performance restricted stock units. Two transactions on March 2, 2026 disposed of 962 and 1,124 shares, respectively, to satisfy tax liabilities, rather than representing open-market sales initiated for portfolio or liquidity reasons.

How many TPB shares does the CFO hold after these transactions?

Following the reported trades, the CFO directly holds 9,443 shares of Turning Point Brands common stock. The filing notes that this total also sits alongside thousands of restricted stock units, reflecting a substantial portion of his compensation tied to the company’s future performance.

What performance conditions affected the TPB restricted stock units in this Form 4?

The performance restricted units vested after the compensation committee determined criteria were met on March 2, 2026. Units granted in April 2024 and March 2025 converted into common stock, with related share issuances and tax withholdings disclosed in the footnotes of the Form 4 filing.