03/05/2026 | Press release | Distributed by Public on 03/05/2026 05:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward contract | (10) | (10) | (10) | Common Stock | (10) | 140,140 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Purdy Graham 5201 INTERCHANGE WAY LOUISVILLE, KY 40229 |
X | President and CEO | ||
| /s/ Graham Purdy | 03/05/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reports common stock issued upon settlement of performance restricted units granted to the reporting person in February 2021. 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 33,186 restricted stock units and 199,093 shares of common stock. |
| (2) | Reports common stock issued upon settlement of performance restricted units granted to the reporting person in March 2022. 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 33,186 restricted stock units and 199,760 shares of common stock. |
| (3) | 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 33,186 restricted stock units and 244,254 shares of common stock. |
| (4) | 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 33,186 restricted stock units and 251,041 shares of common stock. |
| (5) | 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 33,186 restricted stock units and 253,600 shares of common stock. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.98 to $102.94. |
| (7) | 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 33,186 restricted stock units and 227,914 shares of common stock. |
| (8) | The reported transaction involves shares withheld for the payment of taxes related to the person's receipt of grants of restricted stock units under Turning Point Brands, Inc.'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 24,896 restricted stock units and 227,914 shares of common stock. |
| (9) | The reported transaction involved the 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 29,431 restricted stock units and 227,914 shares of common stock |
| (10) | On December 8, 2025, the reporting person entered into a financing transaction with an unaffiliated dealer to receive approximately $12.3 million secured by a pledge of up to 140,140 shares of the issuer's common stock (the "Pledged Shares"). Beginning on the maturity date of December 10, 2026, the reporting person is obligated to repay the lender in cash or at the reporting person's election to deliver up to 140,140 shares of the Issuer's common stock at a price per share ranging from $91.50 to $104.45 based on the then prevailing market price. The reporting person retains beneficial ownership of the Pledged Shares, including dividend and voting rights. |