Turning Point Brands (NYSE: TPB) CEO logs stock awards and tax withholdings

Rhea-AI Filing Summary

Turning Point Brands, Inc. director and President & CEO Graham Purdy reported multiple equity award settlements and related tax share withholdings. On March 2, 2026, performance-based restricted units from 2021–2025 vested and were settled in common stock, with individual grants covering 5,181, 667, 44,494, 6,787 and 2,559 shares at reference prices around $108.51 per share. On March 3, 2026, he also received a grant of 4,535 restricted stock units under the 2021 Equity Incentive Plan.

To cover tax liabilities tied to these equity awards, Purdy disposed of 25,686 and 8,290 shares on March 2, 2026 through transactions coded as tax-withholding dispositions at a weighted average price of about $99.28 per share, rather than open-market selling. A disclosed forward financing entered on December 8, 2025 provided approximately $12.3 million, secured by a pledge of up to 140,140 shares of common stock, with potential share delivery between $91.50 and $104.45 per share starting on the December 10, 2026 maturity date; Purdy retains dividend and voting rights on the pledged shares.

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)
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		5,181	A	$108.51	232,279(1)	D
Common Stock	03/02/2026		A		667	A	$108.51	232,946(2)	D
Common Stock	03/02/2026		A		44,494	A	$108.51	277,440(3)	D
Common Stock	03/02/2026		A		6,787	A	$108.51	284,227(4)	D
Common Stock	03/02/2026		A		2,559	A	$108.51	286,786(5)	D
Common Stock	03/02/2026		F		25,686	D	$99.28(6)	261,100(7)	D
Common Stock	03/02/2026		F		8,290	D	$99.28(6)	252,810(8)	D
Common Stock	03/03/2026		A		4,535	A	$107.57	257,345(9)	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
Forward contract	(10)							(10)	(10)	Common Stock	(10)		140,140	D

Explanation of Responses:

1. 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 33,186 restricted stock units and 199,093 shares of common stock.

2. 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 33,186 restricted stock units and 199,760 shares of common stock.

3. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in May 2023. 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 33,186 restricted stock units and 244,254 shares of common stock.

4. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in March 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 33,186 restricted stock units and 251,041 shares of common stock.

5. 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 33,186 restricted stock units and 253,600 shares of common stock.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.98 to $102.94.

7. 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 33,186 restricted stock units and 227,914 shares of common stock.

8. The reported transaction involves shares withheld for the payment of taxes related to the person's receipt of grants of restricted stock units under Turning Point Brands, Inc.'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 24,896 restricted stock units and 227,914 shares of common stock.

9. The reported transaction involved the person's receipt of a grant of 4,535 restricted stock units under Turning Point Brands, Inc.'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 29,431 restricted stock units and 227,914 shares of common stock

10. 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	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What does Turning Point Brands (TPB) CEO Graham Purdy report in this Form 4?

The Form 4 reports Graham Purdy’s receipt and settlement of multiple performance-based restricted stock unit awards into common stock, plus related tax-withholding share dispositions and a previously arranged financing secured by pledged shares. These events reflect equity compensation mechanics, not open-market purchases or sales of TPB stock.

What equity awards did TPB CEO Graham Purdy receive or settle in March 2026?

In early March 2026, Graham Purdy had performance restricted units granted in 2021, 2022, 2023, 2024 and 2025 settle into common stock once performance criteria were met, and also received a new grant of 4,535 restricted stock units under Turning Point Brands, Inc.’s 2021 Equity Incentive Plan.

Why did Graham Purdy dispose of TPB shares coded as “F” on March 2, 2026?

The “F” code transactions reflect shares withheld to pay taxes tied to vesting and settlement of performance restricted stock units and other restricted stock unit grants. Purdy delivered 25,686 and 8,290 shares at a weighted average price around $99.28, rather than selling shares in discretionary market trades.

What are the key terms of Graham Purdy’s forward financing involving TPB shares?

On December 8, 2025, Purdy entered a financing with an unaffiliated dealer to receive about $12.3 million, secured by a pledge of up to 140,140 Turning Point Brands shares. Beginning December 10, 2026, he must repay in cash or deliver shares at $91.50–$104.45 per share.

Does Graham Purdy retain beneficial ownership of the TPB shares pledged in the financing?

Yes. The footnote states Purdy retains beneficial ownership of up to 140,140 pledged shares used as collateral in the forward financing, including dividend and voting rights. The arrangement secures his obligation to repay approximately $12.3 million starting on the December 10, 2026 maturity date.

How do these Form 4 transactions affect Graham Purdy’s TPB share holdings?

The transactions increase Purdy’s direct holdings through settlement of performance-based and time-based restricted stock units, while some shares are withheld to satisfy tax obligations. The pledged shares for the forward financing remain beneficially owned by him, with dividends and voting rights preserved under the disclosed terms.