Executive Chairman Glazek David Edward was granted 39,531 shares and covered exercise/tax liability with 2,075 shares, increasing direct ownership by 29% to 164,539 units (SEC Form 4)
$TPB
Tobacco
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Turning Point Brands, Inc. [ TPB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/02/2026 | A | 28,921 | A | $108.51 | 156,004(1) | D | |||
| Common Stock | 03/02/2026 | A | 4,412 | A | $108.51 | 160,416(2) | D | |||
| Common Stock | 03/02/2026 | A | 1,663 | A | $108.51 | 162,079(3) | D | |||
| Common Stock | 03/02/2026 | F | 2,075 | D | $108.51 | 160,004(4) | D | |||
| Common Stock | 03/03/2026 | A | 4,535 | A | $107.57 | 164,539(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options | $27.19 | (6) | 03/11/2034 | Common Stock | 54,289 | 54,289 | D | ||||||||
| Options | $20.71 | (6) | 05/12/2033 | Common Stock | 47,519 | 47,519 | D | ||||||||
| Forward contract | (7)(8) | 12/19/2025 | J | 78,000 | (7)(8) | (7)(8) | Common Stock | 78,000 | (7)(8) | 78,000 | D | ||||
| Explanation of Responses: |
| 1. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in May 2023. The compensation committee of the Board of Directors determined that the performance criteria were met on March 2, 2026. The total reported in Column 5 includes 35,956 restricted stock units and 120,048 shares of common stock. |
| 2. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in March 2024. The compensation committee of the Board of Directors determined that the performance criteria were met on March 2, 2026. The total reported in Column 5 includes 35,956 restricted stock units and 124,460 shares of common stock. |
| 3. Reports common stock issued upon settlement of performance restricted units granted to the reporting person in March 2025. The compensation committee of the Board of Directors determined that the performance criteria were met on March 2, 2026. The total reported in Column 5 includes 35,956 restricted stock units and 126,123 shares of common stock. |
| 4. The reported transaction involves shares withheld for the payment of taxes related to performance restricted stock units that the performance criteria were met on March 2, 2026. The total reported in Column 5 includes 35,956 restricted stock units and 124,048 shares of common stock. |
| 5. The reported transaction involved the reporting person's receipt of a grant of 4,535 restricted stock units under Turning Point Brands, Inc,'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 40,491 restricted stock units and 124,048 shares of common stock (this includes 60,364 shares of common stock deferred into the Company Non-Qualified Deferred Plan, which will be settled in accordance with the terms thereof). |
| 6. Options granted under the Turning Point Brands, Inc. 2021 Equity Incentive Plan. |
| 7. On December 19, 2025, the reporting person revised a previously disclosed financing transaction with an unaffiliated dealer dated June 4, 2025 that had the effect of canceling the transaction initially contemplated by the contract and commencing a new transaction to reflect the current stock price and extend the duration of the contract. Under the revised financing the reporting person receives a gross amount of approximately $7.0 million and continues to pledge up to 78,000 shares of the issuer's common stock (the "Pledged Shares"). |
| 8. On the revised maturity date of December 19, 2027 the reporting person is obligated to repay the lender in cash or at the reporting person's election to deliver up to 78,000 shares of the Issuer's common stock at a price per share ranging from $105.33 to $126.39 based on the then prevailing market price. The reporting person retains beneficial ownership of the Pledged Shares, including dividend and voting rights. The revised financing transaction was completed at a price per share of $110.87. |
| /s/ David Glazek | 03/04/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||