Turning Point Brands (TPB) counsel reports equity grants and tax-share withholdings

Rhea-AI Filing Summary

Turning Point Brands, Inc. senior vice president and general counsel Brittani Cushman reported multiple equity awards and related tax-share withholdings. On March 3, 2026, she acquired 2,181 shares of common stock as a grant under the company’s 2021 Equity Incentive Plan. On March 2, 2026, she reported several acquisitions of common stock tied to the settlement of performance restricted units that were originally granted between 2021 and 2025, after the board’s compensation committee determined the performance criteria were met on that date. She also reported dispositions of 6,057 and 1,192 shares of common stock withheld to pay taxes on these equity awards. The filing further notes outstanding options with various vesting schedules and an indirect holding of 406.806 common shares by her spouse, for which beneficial ownership is disclaimed.

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)
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								406.806	I	By Spouse(1)
Common Stock	03/02/2026		A		4,782	A	$108.51	38,863(9)	D
Common Stock	03/02/2026		A		668	A	$108.51	39,531(10)	D
Common Stock	03/02/2026		A		10,700	A	$108.51	50,231(11)	D
Common Stock	03/02/2026		A		1,632	A	$108.51	51,863(12)	D
Common Stock	03/02/2026		A		615	A	$108.51	52,478(13)	D
Common Stock	03/02/2026		F		6,057	D	$108.51	46,421(14)	D
Common Stock	03/02/2026		F		1,192	D	$108.51	45,229(15)	D
Common Stock	03/03/2026		A		2,181	A	$107.57	47,410(16)	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. 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 8,609 restricted stock units and 30,254 shares of common stock.

10. 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 8,609 restricted stock units and 30,922 shares of common stock.

11. 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 8,609 restricted stock units and 41,622 shares of common stock.

12. 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 8,609 restricted stock units and 43,254 shares of common stock.

13. 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 8,609 restricted stock units and 43,869 shares of common stock.

14. 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 8,609 restricted stock units and 37,812 shares of common stock.

15. 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 7,417 restricted stock units and 37,812 shares of common stock.

16. The reported transaction involved the reporting person's receipt of a grant of 2,181 restricted stock units under Turning Point Brands, Inc,'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 9,598 restricted stock units and 37,812 shares of common stock (this includes 8,716 shares of common stock deferred into the Company Non-Qualified Deferred Plan, which will be settled in accordance with the terms thereof).

	/s/ Brittani Cushman	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Brittani Cushman report for Turning Point Brands (TPB)?

Brittani Cushman reported multiple equity-related transactions, mainly stock awards and tax-share withholdings. These include grants of common stock from performance restricted units and a new grant of restricted stock units under company incentive plans, plus related share dispositions to cover tax obligations.

How many Turning Point Brands (TPB) shares were withheld to cover Brittani Cushman’s taxes?

The filing shows dispositions of 6,057 shares and 1,192 shares of Turning Point Brands common stock. These transactions reflect shares withheld to pay taxes arising from the settlement of performance restricted stock units and other restricted stock unit grants under the company’s 2021 Equity Incentive Plan.

What new restricted stock units did Brittani Cushman receive from TPB in March 2026?

Brittani Cushman received a grant of 2,181 restricted stock units under Turning Point Brands’ 2021 Equity Incentive Plan. According to the disclosure, after this grant the total in the relevant column includes 9,598 restricted stock units and 37,812 shares of common stock, some deferred under a non-qualified plan.

When were performance criteria met for Brittani Cushman’s TPB performance restricted units?

The compensation committee determined that performance criteria for several performance restricted unit grants were met on March 2, 2026. These units were originally granted in February 2021, March 2022, May 2023, March 2024, and March 2025, triggering issuances of common stock upon settlement that are reflected in the transactions.

What does the TPB Form 4 say about Brittani Cushman’s outstanding restricted stock units and shares?

Footnotes indicate column totals that combine restricted stock units and shares of common stock, including 8,609 or 9,598 restricted stock units and 37,812 to 43,869 shares, depending on the grant. Some common shares, such as 8,716, are deferred into the company’s Non-Qualified Deferred Plan for later settlement.

How are Brittani Cushman’s spouse-held Turning Point Brands shares treated in the Form 4?

The filing lists 406.806 shares of Turning Point Brands common stock as held indirectly "By Spouse." A footnote states that the reporting person disclaims beneficial ownership of these securities and that their inclusion should not be deemed an admission of beneficial ownership for any purpose.