Turning Point Brands, Inc. filings document financial results, governance matters, and capital-structure disclosures for its branded consumer products business. Form 8-K reports furnish quarterly and annual earnings releases, investor presentation materials, and amendments to previously furnished results when corrections are made.
Proxy and annual meeting filings cover board elections, auditor ratification, advisory executive compensation votes, equity award disclosures, and related governance items. Other securities filings describe common stock activity under an at-the-market sales agreement, shelf registration materials, prospectus supplements, and the company’s common stock issuance capacity.
Turning Point Brands, Inc. is asking stockholders to vote at its fully virtual 2026 annual meeting on May 4, 2026 at 5:00 p.m. EDT. Stockholders will elect directors, ratify KPMG LLP as independent auditor for the year ending December 31, 2026, and cast an advisory “say on pay” vote on named executive officer compensation.
The record date is March 12, 2026, when 19,340,722 common shares were outstanding, each with one vote. The Board highlights a majority-diverse slate by gender or race/ethnicity and maintains separate Executive Chairman and CEO roles with a Lead Independent Director. In 2025, CEO Graham Purdy received $750,000 in salary, a $750,000 bonus and $1,500,001 in stock awards, while other named officers received a mix of salary, cash bonuses and RSU/PRSU grants. The company reports that a previously identified material weakness in IT general controls was fully remediated as of December 31, 2025.
Turning Point Brands, Inc. senior vice president of finance and chief accounting officer Brian Wigginton reported multiple equity compensation transactions in the company’s common stock. On March 2, 2026, he acquired several blocks of common shares upon settlement of performance restricted units that had been granted between February 2021 and March 2025, after the compensation committee confirmed that the performance criteria were met on March 2, 2026.
The same day, shares of common stock were withheld at prices around $100.65 per share to cover tax obligations tied to vesting restricted stock units, and on January 2, 2026 an additional 199 shares were withheld at $110.24 per share for taxes. On March 3, 2026, he received a grant of 2,041 restricted stock units under the 2021 Equity Incentive Plan at a reference price of $107.57. Following these transactions, his direct holdings reported in Column 5 include 6,392 restricted stock units and 6,838 shares of common stock.
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.
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.
Turning Point Brands, Inc. Chief Financial Officer Andrew Flynn reported a mix of equity awards and share sales in company common stock. On March 2, 2026, he acquired several blocks of shares via settlement of performance-based restricted stock units and a new grant of 2,721 restricted stock units under the 2021 Equity Incentive Plan, after the compensation committee determined performance criteria were met.
Also on March 2, shares were withheld to cover tax obligations related to these awards, with dispositions of 962 and 1,124 shares as tax-withholding transactions. On March 4, 2026, Flynn completed an open-market sale of 2,000 shares of common stock at a weighted average price of $97.57 per share, from multiple trades between $97.37 and $97.85. After these transactions, he directly held 9,443 shares of common stock, alongside additional restricted stock units.
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.