Sec Form 4 Filing - Glazek David Edward @ Turning Point Brands, Inc. - 2025-12-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Glazek David Edward
2. Issuer Name and Ticker or Trading Symbol
Turning Point Brands, Inc. [ TPB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
5201 INTERCHANGE WAY
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2025
(Street)
LOUISVILLE, KY40229
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/19/2025 M 30,000 A $ 20.71 157,083 ( 1 ) D
Common Stock 12/19/2025 S 30,000 ( 2 ) D $ 110.26 127,083 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
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 Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glazek David Edward
5201 INTERCHANGE WAY
LOUISVILLE, KY40229
X Executive Chairman
Signatures
/s/ David Glazek 12/23/2025
Signature of Reporting Person Date
Explanation of Responses:
( 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.

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).
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