Turning Point Brands (TPB) GC logs Form 4 tax withholding and options

Rhea-AI Filing Summary

Turning Point Brands, Inc. reported an insider equity transaction for its Sr VP and General Counsel, Brittani Cushman. On 01/02/2026, 193 shares of common stock were withheld at $110.24 per share to cover taxes on restricted stock units that vested on that date. After this tax-withholding transaction, she beneficially owned 34,081 shares of common stock directly, plus 406.806 shares held indirectly by her spouse.

The filing also lists several outstanding stock option awards granted under the company’s equity incentive plans. These options cover 8,000, 7,000, 3,000, 4,800 and 500 shares of common stock at exercise prices ranging from $14.85 to $51.75, with expiration dates between 03/07/2028 and 03/14/2032, reflecting previously granted long-term compensation.

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^*

Cushman Brittani

(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)
	Sr VP, General Counsel

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								406.806	I	By Spouse(1)
Common Stock	01/02/2026		F		193(9)	D	$110.24	34,081(10)	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(8)	$30.46							(7)	03/14/2032	Common Stock	8,000		8,000	D
Options(2)	$51.75							(3)	02/18/2031	Common Stock	7,000		7,000	D
Options(2)	$14.85							(4)	03/18/2030	Common Stock	3,000		3,000	D
Options(2)	$47.58							(5)	03/20/2029	Common Stock	4,800		4,800	D
Options(2)	$21.21							(6)	03/07/2028	Common Stock	500		500	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

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

3. 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.

4. 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.

5. 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.

6. 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.

7. The options vest and become exercisable as to 34% of the underlying shares on January 1, 2023, 33% of the underlying shares on January 1, 2024 and 33% of the underlying shares on January 1, 2025.

8. Granted pursuant to the issuer's 2021 Equity Incentive Plan.

9. The reported transaction involves shares withheld for the payment of taxes related to the restricted units that have vested on 1/2/2026.

10. The total reported in Column 5 includes 8,609 restricted stock units and 25,472 shares of common stock (which includes a total of 413 shares of common stock that have been deferred into the Company Non-Qualified Deferred Plan and will be settled in accordance with the terms thereof).

	/s/ Brittani Cushman	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 TPB report in this Form 4?

The report shows that restricted stock units vested on 01/02/2026 and 193 shares of Turning Point Brands common stock were withheld at $110.24 per share to pay associated taxes.

Who is the insider involved in this TPB filing and what is their role?

The insider is Brittani Cushman, who serves as Senior Vice President and General Counsel of Turning Point Brands, Inc. (TPB).

How many TPB shares does the reporting person own after the transaction?

Following the tax-withholding transaction, the reporting person directly owns 34,081 shares of TPB common stock and indirectly has 406.806 shares held by her spouse.

What stock options are reported for the TPB insider in this filing?

The filing lists stock options on 8,000, 7,000, 3,000, 4,800 and 500 TPB shares with exercise prices between $14.85 and $51.75, expiring from 03/07/2028 to 03/14/2032.

Are the TPB stock options part of an equity incentive plan?

Yes. The options reported were granted pursuant to Turning Point Brands' 2015 Equity Incentive Plan and 2021 Equity Incentive Plan, with vesting schedules described in the footnotes.

Does the TPB insider have any restricted stock units after this transaction?

Yes. The total of 34,081 directly owned shares includes 8,609 restricted stock units and 25,472 shares of common stock, some of which have been deferred into the company’s non-qualified deferred plan.