VPR Brands (VPRB) overhauls terms of Class A preferred units

Rhea-AI Filing Summary

VPR Brands amended its Limited Partnership Agreement to significantly change the terms of its Class A preferred units. Authorized Class A preferred units increased to 250,000,000, each with a reduced stated value of $1.00 instead of $2.00. The units now have no mandatory dividends, no voting or management rights beyond law, no liquidation preference, and are non-transferable without company consent. Conversion into common units is only allowed if the common unit price stays at or above $1.15 for 20 consecutive trading days before July 31, 2030, with a 4.99% ownership blocker that can be waived with notice.

Insights

Capital structure & securities analyst

VPR Brands simplifies preferred unit terms but greatly expands authorization.

VPR Brands amended its Limited Partnership Agreement so that Class A preferred units now more closely resemble common units. The company removed mandatory dividends, voting rights, and liquidation preferences, and cut the stated value to $1.00 per unit.

The amendment also increased authorized Class A preferred units from 1,000,000 to 250,000,000. Conversion now depends on the common unit price reaching $1.15 for 20 consecutive trading days before July 31, 2030, with a 4.99% equity blocker that can be waived with advance notice.

This structure concentrates control with the general partner and existing governance framework while creating significant authorized preferred capacity. Actual impact on existing holders will depend on how many preferred units are issued and converted in future, which is not described here.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized Class A preferred units: 250,000,000 units Prior authorized Class A preferred units: 1,000,000 units New stated value per preferred unit: $1.00 per unit +4 more

7 metrics

Authorized Class A preferred units 250,000,000 units As amended on April 28, 2026

Prior authorized Class A preferred units 1,000,000 units Before the Third Amendment

New stated value per preferred unit $1.00 per unit After the Third Amendment

Prior stated value per preferred unit $2.00 per unit Before the Third Amendment

Conversion price threshold $1.15 Common unit price for 20 consecutive trading days

Equity blocker threshold 4.99% ownership Cap on conversion unless waived with 61 days’ notice

Conversion deadline July 31, 2030 Latest date for Conversion Commencement Date to occur

Key Terms

Class A preferred units, pari passu, 4.99% equity blocker, VWAP, +1 more

5 terms

Class A preferred units financial

"The designation, powers, preferences and rights of the Class A preferred units"

pari passu financial

"rank pari passu with the Company’s common units on any liquidation"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

4.99% equity blocker financial

"subject to a 4.99% equity blocker, which may be waived"

VWAP financial

"conversion price, equal to 85% of the 5-trading day VWAP"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2026

VPR BRANDS, LP

(Exact name of registrant as specified in its charter)

Delaware		000-54435		45-1740641
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

1141 Sawgrass Corporate Parkway

Sunrise, FL 33323

(Address of principal executive offices)

(954) 715-7001

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 28, 2026, Soleil Capital Management L.L.C. (the “General Partner”), the general partner of VPR Brands, LP (the “Company”), executed the Third Amendment (the “Third Amendment”) to the Limited Partnership Agreement, as amended (the “Agreement”), in order to amend the terms of the Company’s Class A preferred units.

The designation, powers, preferences and rights of the Class A preferred units and the qualifications, limitations and restrictions thereof are summarized as follows:

Number and Stated Value. The number of authorized Class A preferred units is 250,000,000. Each Class A preferred unit will have a stated value of $1.00 (the “Stated Value”).

The Third Amendment had the effect of increasing the number of authorized Class A preferred units from 1,000,000 to 250,000,000, and decreasing the stated value from $2.00 to $1.00 per unit.

Rights. Except as set forth in the Third Amendment, each Class A preferred unit has all of the rights, preferences and obligations of the common units as set forth in the Agreement and will be treated as a common unit for all other purposes of the Agreement.

Dividends. The Class A preferred units have no mandatory dividend or distribution rights, and any distributions on or with respect to the Class A preferred units will be at the sole discretion of the Company.

The Third Amendment had the effect of eliminating an annual dividend.

Voting. The Class A preferred units have no voting rights other than as required by applicable law, and, for the avoidance of doubt, the Class A preferred units have no management rights or other governance participation of any kind.

Liquidation. The Class A preferred units have no preferential rights on any liquidation or dissolution of the Company, and rank pari passu with the Company’s common units on any liquidation or dissolution of the Company.

The Third Amendment had the effect of eliminating preferential rights of the Class A preferred units upon liquidation or dissolution of the Company equal to any accrued by unpaid dividends.

Non-transferable. The Class A preferred units are not transferable without the prior written consent of the Company, to be given or withheld in the sole discretion of the Company.

Conversion Rights. Each Class A preferred unit is convertible into common units of the Company at any time following the date on which the closing price of the common units for the preceding 20 consecutive trading days has equaled or exceeded $1.15 (the “Conversion Commencement Date”), subject to adjustment as set forth in the Third Amendment (the “Conversion Price”); provided, however, that if the Conversion Commencement Date has not occurred on or before July 31, 2030, the Class A preferred units will not be convertible into common units. Each Class A preferred unit is convertible into a number of conversion units equal to (x) the Stated Value, divided by the Conversion Price, subject to a 4.99% equity blocker, which may be waived by the Class A preferred unit holder upon not less than 61 days’ prior notice to the Company.

The Third Amendment had the effect of revising the conversion rights of the Class A preferred units. Prior to adopting the Third Amendment, the Class A preferred units were convertible, at the option of the holder thereof, into a number of common units equal to (x) the then-stated value of $2.00 plus any accrued and unpaid dividends, divided by (y) the conversion price, equal to 85% of the 5-trading day VWAP, subject to a 4.99% equity blocker that could be waived by the Class A preferred unit holder upon not less than 61 days’ prior notice to the Company.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

1

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 hereof is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Third Amendment to Limited Partnership Agreement, dated as of April 28, 2026 by and among Soliel Capital Management L.L.C. as the general partner for and on behalf of all current and prospective limited partners.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 4, 2026	VPR BRANDS, LP
	By:	/s/ Kevin Frija
		Kevin Frija
		Chief Executive Officer

3

FAQ

What change did VPR Brands (VPRB) make to its Class A preferred units?

VPR Brands amended its Limited Partnership Agreement to overhaul Class A preferred units, greatly increasing authorized units and changing economic rights. The units now have no mandatory dividends, no voting or liquidation preference, and a revised conversion structure tied to the common unit trading price.

How many Class A preferred units is VPR Brands (VPRB) now authorized to issue?

VPR Brands is now authorized to issue 250,000,000 Class A preferred units, up from 1,000,000 previously. Each unit carries a $1.00 stated value, replacing the earlier $2.00 stated value, materially expanding the company’s preferred equity capacity under the amended agreement.

Do VPR Brands (VPRB) Class A preferred units still receive mandatory dividends?

No. The amended terms state Class A preferred units have no mandatory dividend or distribution rights. Any distributions are entirely at the company’s discretion, replacing the prior annual dividend feature that had been attached to these preferred units under earlier terms.

What are the new conversion conditions for VPR Brands (VPRB) Class A preferred units?

Each Class A preferred unit can convert into common units only after the common unit closing price equals or exceeds $1.15 for 20 consecutive trading days. This must occur before July 31, 2030, or the units become non-convertible under the amended terms.

What is the 4.99% equity blocker mentioned for VPR Brands (VPRB) preferred units?

The amended terms apply a 4.99% equity blocker, limiting conversions so a holder’s ownership does not exceed 4.99%. A holder may waive this cap by giving at least 61 days’ prior notice to the company before exceeding the threshold.

Do VPR Brands (VPRB) Class A preferred units have voting or liquidation preferences now?

Under the amendment, Class A preferred units have no voting rights beyond what law requires and no liquidation preference. They rank pari passu with common units in a liquidation, replacing prior preferential rights tied to accrued and unpaid dividends.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT, DATED AS OF APRIL 28, 2026 BY 44.2 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB