[SCHEDULE 13G] Turning Point Brands, Inc. SEC Filing

Rhea-AI Filing Summary

Turning Point Brands, Inc. (NYSE: TPB) – Schedule 13G filing dated 30 June 2025

Divisadero Street Capital Management, LP, together with its affiliate Divisadero Street Capital, LLC and individual principal William Zolezzi, disclosed beneficial ownership of 943,784 common shares of Turning Point Brands. This represents 5.3 % of the company’s outstanding shares, triggering the reporting threshold under Section 13(d) of the Exchange Act.

• Voting & dispositive power: The group reports shared voting and dispositive power over all 943,784 shares and no sole voting or dispositive power.
• Filing classification: Divisadero Street Capital Management is an investment adviser (IA); Divisadero Street Capital, LLC and William Zolezzi are reported as control persons (HC/OO, HC/IN).
• Ownership structure: The shares are held in client accounts managed by Divisadero Street Capital Management, LP. None of those individual clients owns more than 5 % of TPB.
• Purpose: Certification language confirms the stake is held in the ordinary course of business and not for the purpose of influencing control of TPB.
• Signatories: All three reporting entities were signed by William Zolezzi on 1 July 2025.

The filing signals the presence of a new mid-sized institutional shareholder but does not indicate any activist intent or immediate strategic implications for TPB.

Positive

• Divisadero Street Capital discloses ownership of 5.3 % of TPB, signaling increased institutional interest.
• Filing classified as passive (Schedule 13G), reducing the likelihood of disruptive activism while potentially boosting governance engagement.

Negative

• None.

Insights

Securities Analyst

TL;DR: New 5.3 % passive stake; neutral-to-mildly positive for liquidity and investor mix.

The Schedule 13G reveals that Divisadero Street Capital now controls just over the 5 % disclosure threshold in TPB. While the size is not large enough to dominate voting outcomes, the addition of an SEC-registered investment adviser can support daily trading liquidity and broaden institutional coverage. Importantly, the filing is passive (13G, not 13D), so no activism signal emerges. Relative to TPB’s 18 m share float, 943.8 k shares is material but not transformational. I view the information as incrementally positive for sentiment but not fundamentally impactful to earnings or valuation.

Corporate Governance Specialist

TL;DR: Passive holding limits governance impact; still beneficial to have engaged institutional owner.

The joint 13G filing, certified under Rule 13d-1(b), underscores a strictly passive posture—shared voting/dispositive rights are exercised on behalf of advisory clients. Consequently, the stake does not herald governance pressure such as board nominations or policy changes. However, presence of a concentrated 5 % holder can improve oversight and dialogue with management, potentially encouraging best practices in capital allocation. The certification’s language and absence of exhibits outlining strategic demands mitigate takeover or activist concerns. Overall, I assign a +1 modestly positive rating for governance quality due to the addition of an informed shareholder without antagonistic intent.

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, $0.01 par value per share

(Title of Class of Securities)

90041L105

(CUSIP Number)

06/30/2025

(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 943,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 943,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

943,784.00

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)

5.3 %

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 943,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 943,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

943,784.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

HC, IN

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 943,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 943,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

943,784.00

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)

5.3 %

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 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 Capital, LLC 3480 Main Highway, Suite 204 Miami, FL 33133
(c)	Citizenship: Divisadero Street Capital Management, LP - Delaware William Zolezzi - United States Divisadero Street Capital, LLC - Delaware
(d)	Title of class of securities: Common Stock, $0.01 par value per share
(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 - 943,784 William Zolezzi - 943,784 Divisadero Street Capital, LLC - 943,784
(b)	Percent of class: Divisadero Street Capital Management, LP - 5.3% William Zolezzi - 5.3% Divisadero Street Capital, LLC - 5.3%
(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 Capital, LLC - 0
	(ii) Shared power to vote or to direct the vote: Divisadero Street Capital Management, LP - 943,784 William Zolezzi - 943,784 Divisadero Street Capital, LLC - 943,784
	(iii) Sole power to dispose or to direct the disposition of: Divisadero Street Capital Management, LP - 0 William Zolezzi - 0 Divisadero Street Capital, LLC - 0
	(iv) Shared power to dispose or to direct the disposition of: Divisadero Street Capital Management, LP - 943,784 William Zolezzi - 943,784 Divisadero Street Capital, LLC - 943,784
Item 5.	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, par value $0.01 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 acquired and are held in the ordinary course of business and 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: /s/ William Zolezzi
Name/Title:	William Zolezzi/Manager
Date:	07/01/2025

William Zolezzi

Signature:	By: /s/ William Zolezzi
Name/Title:	William Zolezzi
Date:	07/01/2025

Divisadero Street Capital, LLC

Signature:	By: /s/ William Zolezzi
Name/Title:	William Zolezzi/Manager
Date:	07/01/2025

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]

FAQ

Who filed the Schedule 13G for Turning Point Brands (TPB)?

Divisadero Street Capital Management, LP, its affiliate Divisadero Street Capital, LLC, and principal William Zolezzi.

How many TPB shares are beneficially owned by the reporting persons?

They report 943,784 common shares with shared voting and dispositive power.

What percentage of TPB’s outstanding shares does 943,784 represent?

The stake equals 5.3 % of Turning Point Brands’ common stock.

Is the stake held for activist purposes?

No. The certification states the securities are held in the ordinary course of business without intent to influence control.

What is the effective date of the ownership position?

The report is filed for the event date of 30 June 2025 and signed on 1 July 2025.

Do the reporting persons have sole voting power over any TPB shares?

No. They report 0 shares with sole voting power; all voting authority is shared.