Turning Point Brands, Inc. SEC Filings

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.

Turning Point Brands director Lawrence Wexler reported several equity-related transactions in company stock. On March 2, 2026, he acquired 8,369 and 927 shares of common stock at $108.51 per share, reflecting settlement of performance restricted units granted in February 2021 and March 2022 after the compensation committee determined the performance criteria were met.

Also on March 2, 3,393 shares were disposed of at a weighted-average price of $100.14 to cover tax obligations by delivering shares rather than cash. Earlier, on December 26, 2025, Wexler made a bona fide gift of 2,800 shares to a donor advised fund. Following these transactions, he reported direct ownership of 286,394 shares of common stock and 2,205 restricted stock units.

Turning Point Brands, Inc. provides an in‑depth overview of its 2025 business in this annual report, highlighting two core segments: Zig‑Zag rolling papers and accessories, and Stoker’s moist snuff and chewing tobacco. The company emphasizes asset‑light manufacturing, with about 75% of 2025 net sales from outsourced production, supporting strong free cash flow and relatively low capital spending.

Management reports exposure to growing cannabinoid consumption through Zig‑Zag accessories, while noting that tobacco products still represented roughly 62% of 2025 net sales. On January 2, 2025, the former Creative Distribution Solutions segment was contributed to a joint venture and is now treated as discontinued operations. As of June 30, 2025, non‑affiliate common stock held a market value of about $1.31 billion, and 19,141,208 voting common shares were outstanding as of February 23, 2026. The filing also details heavy investment—about $34.8 million to date—in FDA Premarket Tobacco Applications for a broad portfolio of noncombustible products, extensive long‑term supply and licensing arrangements for Zig‑Zag and Stoker’s, and a robust risk section covering regulation, competition, supply‑chain dependence, and shifting consumer preferences.

Turning Point Brands reported strong growth for the fourth quarter and full year 2025. Full-year net sales rose to $463.1 million from $360.7 million, with gross profit increasing to $264.3 million. Net income attributable to the company improved to $58.2 million, and diluted EPS reached $3.11, up from $2.14.

In Q4 2025, net sales grew to $121.0 million from $93.7 million, while net income attributable to the company climbed to $8.2 million from $2.4 million. Adjusted EBITDA for the quarter increased to $30.0 million, and full-year Adjusted EBITDA rose to $119.5 million.

Stoker’s segment was the main growth driver, with Q4 net sales of $81.0 million and full-year net sales of $284.6 million, both up sharply, supported by triple-digit Modern Oral growth. Zig-Zag segment net sales declined to $40.0 million in Q4 and $178.5 million for 2025 as the company wound down the Clipper business.

Cash generation and the balance sheet strengthened. Cash at December 31, 2025 was $222.8 million, net debt was $77.2 million, and total liquidity was $290.1 million. For 2026, management expects Modern Oral gross revenue of $220–$240 million, net revenue of $180–$190 million, and Q1 2026 Adjusted EBITDA of $24–$27 million, reflecting continued investment in Modern Oral brands.

Divisadero Street Capital Management, LP and related entities filed an amended Schedule 13G reporting a passive stake in Turning Point Brands, Inc. common stock. They report beneficial ownership of 531,214 shares, or 2.8% of the class as of the stated event date.

Divisadero Street Partners, L.P. and its general partner each report beneficial ownership of 341,597 shares, or 1.8% of the class. All securities are directly owned by advisory clients of Divisadero Street Capital Management, LP, and each reporting person disclaims beneficial ownership beyond its pecuniary interest. The filing certifies the holdings are not for the purpose of changing or influencing control of Turning Point Brands.

Morgan Stanley filed an amended Schedule 13G showing its ownership in Turning Point Brands, Inc. common stock at 325,188 shares, representing 1.7% of the class as of December 31, 2025. Morgan Stanley reports zero sole voting or dispositive power, with all reported authority shared.

The filing states that, as of this date, Morgan Stanley has ceased to be the beneficial owner of more than five percent of Turning Point Brands’ common stock. It also certifies the position is held in the ordinary course of business and not for the purpose of influencing control of the company.

Turning Point Brands, Inc. director files Form 4 for routine tax withholding. On January 2, 2026, a director reported a transaction in common stock coded "F," indicating 425 shares were withheld at $110.24 per share to cover taxes on restricted stock units that vested on that date. This was not an open-market buy or sell but a share withholding for tax purposes.

After this transaction, the director beneficially owned 283,291 shares, consisting of 281,086 shares of common stock and 2,205 restricted stock units. The filing also lists multiple option awards under the company’s 2015 Equity Incentive Plan, with exercise prices ranging from $14.85 to $51.75 and expiration dates between May 17, 2027 and February 18, 2031, all held in direct ownership.

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.

Turning Point Brands president and CEO Graham Purdy reported an equity transaction involving company stock. On January 2, 2026, 368 shares of Turning Point Brands, Inc. common stock were withheld to cover taxes due on restricted stock units that vested the same day at a price of $110.24 per share. After this tax withholding, Purdy beneficially owns 227,098 shares, consisting of 33,186 restricted stock units and 193,912 shares of common stock.

The filing also notes that on December 8, 2025, Purdy 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 Turning Point Brands common stock. Beginning on the December 10, 2026 maturity date, he must either repay the lender in cash or may deliver up to 140,140 shares at a price per share between $91.50 and $104.45, while retaining dividend and voting rights on the pledged shares.