Turning Point Brands, Inc. ownership disclosure: Divisadero Street group reports beneficial ownership of 1,129,550 shares of Common Stock, representing 5.8% of the class as of the filing. The holdings are reported across Divisadero Street Capital Management, LP, Divisadero Street Partners, L.P., related Delaware entities, and William Zolezzi, with shared voting and dispositive power over the full amount.
The filing states these shares are directly owned by advisory clients of Divisadero Street Capital Management, LP, and notes that, other than Divisadero Street Partners, L.P., none of those clients individually beneficially own more than 5% of the class. Signatures and exhibits (Joint Filing Agreement; Control Person Identification) are included.
Positive
None.
Negative
None.
Insights
Passive disclosure of a >5% position by an investment manager.
This Schedule 13G reports that the Divisadero Street group beneficially owns 1,129,550 shares (5.8%) of Turning Point Brands common stock with shared voting and dispositive power. The filing identifies multiple related entities and William Zolezzi as manager.
The statement that the securities "are directly owned by advisory clients" clarifies that the manager reports the position on behalf of clients; the excerpt also states that, except for Divisadero Street Partners, L.P., no single client exceeds 5%. Future disclosures in public filings would show any change in ownership or voting arrangements.
Key Figures
Shares beneficially owned:1,129,550 sharesPercent of class:5.8%CUSIP:90041L105+1 more
4 metrics
Shares beneficially owned1,129,550 sharesBeneficial ownership reported in Item 4
Percent of class5.8%Percent of common stock reported in Item 4(b)
CUSIP90041L105Common Stock CUSIP shown on the cover
Filing/Signature date05/15/2026Signatures dated in the excerpt
"The form type labeled in content metadata and filing header"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Shared dispositive powerfinancial
"Item 4(c)(iv) lists shared dispositive power of 1,129,550"
Beneficial ownershipregulatory
"Item 4(a) uses the phrase 'Amount beneficially owned: 1,129,550'"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Turning Point Brands, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
90041L105
(CUSIP Number)
05/08/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
1,129,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,129,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,550.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
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
1,129,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,129,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,550.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
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
1,129,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,129,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,550.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
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
1,129,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,129,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,550.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
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
1,129,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,129,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,550.00
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)
5.8 %
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
(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
(e)
CUSIP Number(s):
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 - 1,129,550
William Zolezzi - 1,129,550
Divisadero Street Partners, L.P. - 1,129,550
Divisadero Street Partners GP, LLC - 1,129,550
Divisadero Street Capital, LLC - 1,129,550
(b)
Percent of class:
Divisadero Street Capital Management, LP - 5.8%
William Zolezzi - 5.8%
Divisadero Street Partners, L.P. - 5.8%
Divisadero Street Partners GP, LLC - 5.8%
Divisadero Street Capital, LLC - 5.8%
(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 - 1,129,550
William Zolezzi - 1,129,550
Divisadero Street Partners, L.P. - 1,129,550
Divisadero Street Partners GP, LLC - 1,129,550
Divisadero Street Capital, LLC - 1,129,550
(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 - 1,129,550
William Zolezzi - 1,129,550
Divisadero Street Partners, L.P. - 1,129,550
Divisadero Street Partners GP, LLC - 1,129,550
Divisadero Street Capital, LLC - 1,129,550
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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, other than Divisadero Street Partners, L.P., may be deemed to beneficially own more than 5% of the Common Stock.
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:
Divisadero Street Capital, LLC, its general partner, /s/ William Zolezzi
Name/Title:
William Zolezzi, Manager
Date:
05/15/2026
William Zolezzi
Signature:
/s/ William Zolezzi
Name/Title:
William Zolezzi
Date:
05/15/2026
Divisadero Street Partners, L.P.
Signature:
Divisadero Street Partners GP, LLC, its general partner, /s/ William Zolezzi
Name/Title:
William Zolezzi, Manager
Date:
05/15/2026
Divisadero Street Partners GP, LLC
Signature:
/s/ William Zolezzi
Name/Title:
William Zolezzi, Manager
Date:
05/15/2026
Divisadero Street Capital, LLC
Signature:
/s/ William Zolezzi
Name/Title:
William Zolezzi, Manager
Date:
05/15/2026
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
What stake does Divisadero Street report in Turning Point Brands (TPB)?
Divisadero Street reports beneficial ownership of 1,129,550 shares, equal to 5.8% of Turning Point Brands common stock, as stated in the filing. The amount is shown with shared voting and dispositive power across related entities.
Who is listed as the reporting person for this Schedule 13G?
The filing names Divisadero Street Capital Management, LP, Divisadero Street Partners, L.P., related entities, and William Zolezzi as reporting persons, with a joint filing agreement and signatures dated 05/15/2026.
Does the filing say Divisadero Street directly owns the shares or holds them for clients?
The filing states the securities are directly owned by advisory clients of Divisadero Street Capital Management, LP; the manager reports the position on behalf of those clients, per the Item 6 disclosure in the excerpt.
What voting and dispositive powers are reported for the 1,129,550 shares?
The Schedule shows 0 sole voting/dispositive power and 1,129,550 shared voting and dispositive power for the named reporting entities and William Zolezzi, per Item 4(c) in the filing.
