Turning Point Brands (NYSE: TPB) chair logs stock grants and $7.0M financing

Rhea-AI Filing Summary

Turning Point Brands Executive Chairman David Edward Glazek reported several equity transactions involving company stock. On March 2, 2026, common stock was issued upon settlement of performance restricted units granted in May 2023, March 2024, and March 2025 after the compensation committee determined the performance criteria were met. Shares were also withheld that day to cover taxes related to these performance restricted stock units. On March 3, 2026, he received a grant of 4,535 restricted stock units under the 2021 Equity Incentive Plan, bringing the total reported in Column 5 to 40,491 restricted stock units and 124,048 shares of common stock, including 60,364 shares deferred into the Company Non-Qualified Deferred Plan. A previously disclosed financing was revised on December 19, 2025, under which he receives a gross amount of approximately $7.0 million and continues to pledge up to 78,000 shares in a forward contract maturing on December 19, 2027, with a price range of $105.33 to $126.39 per share and a completion price of $110.87.

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^*

Glazek David Edward

(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)
	Executive Chairman

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		28,921	A	$108.51	156,004(1)	D
Common Stock	03/02/2026		A		4,412	A	$108.51	160,416(2)	D
Common Stock	03/02/2026		A		1,663	A	$108.51	162,079(3)	D
Common Stock	03/02/2026		F		2,075	D	$108.51	160,004(4)	D
Common Stock	03/03/2026		A		4,535	A	$107.57	164,539(5)	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	$27.19							(6)	03/11/2034	Common Stock	54,289		54,289	D
Options	$20.71							(6)	05/12/2033	Common Stock	47,519		47,519	D
Forward contract	(7)(8)	12/19/2025		J		78,000		(7)(8)	(7)(8)	Common Stock	78,000	(7)(8)	78,000	D

Explanation of Responses:

1. 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 35,956 restricted stock units and 120,048 shares of common stock.

2. 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 35,956 restricted stock units and 124,460 shares of common stock.

3. 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 35,956 restricted stock units and 126,123 shares of common stock.

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 35,956 restricted stock units and 124,048 shares of common stock.

5. The reported transaction involved the reporting 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 40,491 restricted stock units and 124,048 shares of common stock (this includes 60,364 shares of common stock deferred into the Company Non-Qualified Deferred Plan, which will be settled in accordance with the terms thereof).

6. Options granted under the Turning Point Brands, Inc. 2021 Equity Incentive Plan.

7. On December 19, 2025, the reporting person revised a previously disclosed financing transaction with an unaffiliated dealer dated June 4, 2025 that had the effect of canceling the transaction initially contemplated by the contract and commencing a new transaction to reflect the current stock price and extend the duration of the contract. Under the revised financing the reporting person receives a gross amount of approximately $7.0 million and continues to pledge up to 78,000 shares of the issuer's common stock (the "Pledged Shares").

8. On the revised maturity date of December 19, 2027 the reporting person is obligated to repay the lender in cash or at the reporting person's election to deliver up to 78,000 shares of the Issuer's common stock at a price per share ranging from $105.33 to $126.39 based on the then prevailing market price. The reporting person retains beneficial ownership of the Pledged Shares, including dividend and voting rights. The revised financing transaction was completed at a price per share of $110.87.

	/s/ David Glazek	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Turning Point Brands (TPB) report for David Edward Glazek?

David Edward Glazek reported equity awards and related tax transactions. Common stock was issued upon settlement of performance restricted units, and a new grant of 4,535 restricted stock units was received under the 2021 Equity Incentive Plan, alongside a revised forward financing contract.

How many restricted stock units did TPB’s Executive Chairman receive in the latest grant?

He received a grant of 4,535 restricted stock units under Turning Point Brands’ 2021 Equity Incentive Plan. After this grant, the total reported in Column 5 includes 40,491 restricted stock units and 124,048 shares of common stock, with 60,364 shares deferred into a non-qualified plan.

What happened with the performance restricted units reported by TPB’s Executive Chairman?

Common stock was issued upon settlement of performance restricted units granted in May 2023, March 2024, and March 2025. The compensation committee determined on March 2, 2026 that performance criteria were met, triggering share issuance and related tax-withholding share dispositions.

Why were some TPB shares withheld in David Glazek’s Form 4 filing?

Shares were withheld to pay taxes related to performance restricted stock units whose performance criteria were met on March 2, 2026. The footnote explains this tax-withholding disposition and notes that Column 5 then included 35,956 restricted stock units and 124,048 shares of common stock.

What are the key terms of David Glazek’s revised forward contract involving TPB shares?

The revised forward contract, dated December 19, 2025, provides approximately $7.0 million in gross financing and pledges up to 78,000 shares. On the December 19, 2027 maturity, he may repay in cash or deliver shares at $105.33–$126.39 per share, with the financing completed at $110.87.

Does David Glazek retain rights over the TPB shares pledged in the forward contract?

Yes, he retains beneficial ownership of the pledged shares, including dividend and voting rights. The revised financing continues to pledge up to 78,000 shares of Turning Point Brands common stock while specifying repayment terms at maturity in 2027 and the pricing range per share.