12/23/2025 | Press release | Distributed by Public on 12/23/2025 20:37
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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 | ||||||||
| Options | $27.19 | (3) | 03/11/2034 | Common Stock | 54,289 | 54,289 | D | ||||||||
| Options | $20.71 | 12/19/2025 | M | 30,000 | (1) | 05/12/2033 | Common Stock | 77,519 | $20.71 | 47,519 | D | ||||
| Forward contract | (4)(5) | 12/19/2025 | J | 78,000 | (4)(5) | (4)(5) | Common Stock | 78,000 | (4)(5) | 78,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Glazek David Edward 5201 INTERCHANGE WAY LOUISVILLE, KY 40229 |
X | Executive Chairman | ||
| /s/ David Glazek | 12/23/2025 | |
| **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) | The reported transaction involved the reporting person's exercise of 30,000 options granted under 2021 Equity Incentive Plan. The total reported in Column 5 includes 35,956 restricted stock units and 91,127 shares of common stock. |
| (2) | The reported transaction involves the sale of 30,000 shares of common stock received upon exercise of the options described in footnote 1. |
| (3) | Options granted under the Turning Point Brands, Inc. 2021 Equity Incentive Plan. |
| (4) | 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"). |
| (5) | 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. |