Turning Point Brands, Inc. Schedule 13G/A shows that Divisadero-related reporting persons collectively report beneficial ownership of 1,119,661 shares of common stock, representing 6.2% of the class. The filing lists five reporting entities and individuals: Divisadero Street Capital Management, LP, William Zolezzi, Divisadero Street Partners, L.P., Divisadero Street Partners GP, LLC, and Divisadero Street Capital, LLC. Divisadero Street Partners, L.P. and its GP are identified in the filing as subject to an exit filing per Item 2. Ownership is reported as shared voting and dispositive power; no sole voting or dispositive power is claimed. The filing states the securities are owned directly by advisory clients of Divisadero Street Capital Management, LP and that none of those clients alone hold more than 5% of the class.
Positive
None.
Negative
None.
Insights
Holding signals a non-control institutional stake with shared voting power.
The reporting group holds 1,119,661 shares, equal to 6.2% of the outstanding common stock, with all voting and dispositive authority listed as shared. That mix typically indicates coordinated influence without sole control rights.
This filing notes an exit filing for two Divisadero entities, which may change the group's future reported footprint; monitor subsequent amendments or additional Form 13 filings over the next few weeks for ownership movement.
Filing meets disclosure for passive investor status under Rule 13d-1.
The certification states the shares were not acquired to change or influence control, consistent with a Rule 13G passive filing. Item 6 clarifies the reported securities are directly owned by advisory clients and none exceed 5% individually.
Investors should watch for any conversion to a Schedule 13D or further amendments if the reporting persons change their purpose or increase aggregate holdings above current levels.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Turning Point Brands, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
90041L105
(CUSIP Number)
10/03/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
90041L105
1
Names of Reporting Persons
Divisadero Street Capital Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,119,661.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,119,661.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,119,661.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
90041L105
1
Names of Reporting Persons
William Zolezzi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,119,661.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,119,661.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,119,661.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
90041L105
1
Names of Reporting Persons
Divisadero Street Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
825,261.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
825,261.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
825,261.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
90041L105
1
Names of Reporting Persons
Divisadero Street Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
825,261.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
825,261.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
825,261.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
90041L105
1
Names of Reporting Persons
Divisadero Street Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,119,661.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,119,661.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,119,661.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Turning Point Brands, Inc.
(b)
Address of issuer's principal executive offices:
5201 Interchange Way, Louisville, KY 40229
Item 2.
(a)
Name of person filing:
Divisadero Street Capital Management, LP
William Zolezzi
Divisadero Street Partners, L.P.
Divisadero Street Partners GP, LLC
Divisadero Street Capital, LLC
Pursuant to Item 5 below, this filing is an exit filing solely for Divisadero Street Partners, L.P. and Divisadero Street Partners GP, LLC
(b)
Address or principal business office or, if none, residence:
Divisadero Street Capital Management, LP
3480 Main Highway, Suite 204
Miami, FL 33133
William Zolezzi
c/o Divisadero Street Capital Management, LP
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Partners, L.P.
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Partners GP, LLC
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Capital, LLC
3480 Main Highway, Suite 204
Miami, FL 33133
(c)
Citizenship:
Divisadero Street Capital Management, LP - Delaware
William Zolezzi - United States
Divisadero Street Partners, L.P. - Delaware
Divisadero Street Partners GP, LLC - Delaware
Divisadero Street Capital, LLC - Delaware
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP No.:
90041L105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Divisadero Street Capital Management, LP - 1,119,661
William Zolezzi - 1,119,661
Divisadero Street Partners, L.P. - 825,261
Divisadero Street Partners GP, LLC - 825,261
Divisadero Street Capital, LLC - 1,119,661
(b)
Percent of class:
Divisadero Street Capital Management, LP - 6.2%
William Zolezzi - 6.2%
Divisadero Street Partners, L.P. - 4.6%
Divisadero Street Partners GP, LLC - 4.6%
Divisadero Street Capital, LLC - 6.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Divisadero Street Capital Management, LP - 0
William Zolezzi - 0
Divisadero Street Partners, L.P. - 0
Divisadero Street Partners GP, LLC - 0
Divisadero Street Capital, LLC - 0
(ii) Shared power to vote or to direct the vote:
Divisadero Street Capital Management, LP - 1,119,661
William Zolezzi - 1,119,661
Divisadero Street Partners, L.P. - 825,261
Divisadero Street Partners GP, LLC - 825,261
Divisadero Street Capital, LLC - 1,119,661
(iii) Sole power to dispose or to direct the disposition of:
Divisadero Street Capital Management, LP - 0
William Zolezzi - 0
Divisadero Street Partners, L.P. - 0
Divisadero Street Partners GP, LLC - 0
Divisadero Street Capital, LLC - 0
(iv) Shared power to dispose or to direct the disposition of:
Divisadero Street Capital Management, LP - 1,119,661
William Zolezzi - 1,119,661
Divisadero Street Partners, L.P. - 825,261
Divisadero Street Partners GP, LLC - 825,261
Divisadero Street Capital, LLC - 1,119,661
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Divisadero Street Capital Management, LP. None of those advisory clients may be deemed to beneficially own more than 5% of the Common Stock, $0.01 par value per share.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Divisadero Street Capital Management, LP
Signature:
By: Divisadero Street Capital LLC, its general partner, By: /s/ William Zolezzi
Name/Title:
William Zolezzi, Manager
Date:
10/08/2025
William Zolezzi
Signature:
/s/ William Zolezzi
Name/Title:
William Zolezzi
Date:
10/08/2025
Divisadero Street Partners, L.P.
Signature:
By: Divisadero Street Partners GP, LLC, its general partner, By: /s/ William Zolezzi
Name/Title:
William Zolezzi, Manager
Date:
10/08/2025
Divisadero Street Partners GP, LLC
Signature:
/s/ William Zolezzi
Name/Title:
William Zolezzi, Manager
Date:
10/08/2025
Divisadero Street Capital, LLC
Signature:
By: /s/ William Zolezzi
Name/Title:
William Zolezzi, Manager
Date:
10/08/2025
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
What stake in Turning Point Brands (TPB) does Divisadero report?
The reporting persons collectively report ownership of 1,119,661 shares, representing 6.2% of TPB common stock.
Who are the reporting persons in this Schedule 13G/A for TPB?
They are Divisadero Street Capital Management, LP, William Zolezzi, Divisadero Street Partners, L.P., Divisadero Street Partners GP, LLC, and Divisadero Street Capital, LLC.
Does any reporting person claim sole voting or dispositive power over the shares?
No. The filing reports 0 shares with sole voting or dispositive power; all reported shares show shared voting and dispositive power.
Are the reported shares held for control purposes?
The certification states the securities were not acquired to change or influence control and are consistent with a passive filing under Rule 13d-1.
What does the filing mean by advisory clients owning the securities?
Item 6 states the securities are directly owned by advisory clients of Divisadero Street Capital Management, LP and that none of those clients alone hold more than 5% of the class.
