When does the TPB CEO’s pledged-share financing reach maturity and what are his options?

The financing tied to up to 140,140 pledged shares matures on December 10, 2026. At that time, Graham Purdy must either repay the lender in cash or may elect to deliver up to those shares at prices between $91.50 and $104.45 per share.

Turning Point Brands (TPB) CEO granted RSUs and discloses $12.3M share-backed financing

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Purdy Graham reported acquisition or exercise transactions in this Form 4 filing.

Turning Point Brands, Inc. President and CEO Graham Purdy reported an equity compensation grant and an existing financing arrangement tied to company stock. On March 24, 2026, he received 8,638 restricted stock units, valued at $86.83 per unit, under the 2021 Equity Incentive Plan. After this award, his direct holdings total 265,983 shares and units, including 27,094 restricted stock units and 238,889 shares of common stock.

A footnote explains a previously entered financing transaction from December 8, 2025, in which Purdy received approximately $12.3 million secured by a pledge of up to 140,140 shares of common stock. Beginning on the December 10, 2026 maturity date, he must either repay the lender in cash or may deliver up to 140,140 shares at a price between $91.50 and $104.45 per share, based on the prevailing market price. He retains beneficial ownership, including dividend and voting rights, over the pledged shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Purdy Graham

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,638	$86.83	$750K
holding	Forward contract	--	--	--

Holdings After Transaction: Common Stock — 265,983 shares (Direct); Forward contract — 0 shares (Direct)

Footnotes (1)

The reported transaction involved the reporting person's receipt of a grant of 8,638 restricted stock units under Turning Point Brands, Inc.'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 27,094 restricted stock units and 238,889 shares of common stock. 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.

Form 4 Insider Transactions: What Each Field Means →

03/26/2026 - 06:00 PM

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Purdy Graham

(Last)

(First)

(Middle)

5201 INTERCHANGE WAY

(Street)

LOUISVILLE

KENTUCKY

40229

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/24/2026		A		8,638	A	$86.83	265,983⁽¹⁾	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward contract	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		140,140	D

Explanation of Responses:

1. The reported transaction involved the reporting person's receipt of a grant of 8,638 restricted stock units under Turning Point Brands, Inc.'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 27,094 restricted stock units and 238,889 shares of common stock.

2. 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.

	/s/ Graham Purdy	03/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TPB CEO Graham Purdy report on this Form 4?

Graham Purdy reported receiving 8,638 restricted stock units as equity compensation. The award was granted under Turning Point Brands’ 2021 Equity Incentive Plan at a reference value of $86.83 per unit, increasing his combined stock and unit holdings to 265,983.

How many Turning Point Brands (TPB) shares and units does the CEO hold after the grant?

After the reported grant, Graham Purdy holds 265,983 total shares and units. This includes 27,094 restricted stock units and 238,889 shares of Turning Point Brands common stock, all reported as directly owned in the filing.

Was the TPB CEO’s Form 4 transaction an open-market stock purchase or sale?

The reported Form 4 transaction was an equity award, not a market trade. Graham Purdy received 8,638 restricted stock units as a grant under the 2021 Equity Incentive Plan, so there was no open-market buying or selling activity disclosed.

What financing arrangement involving TPB shares is disclosed for CEO Graham Purdy?

The filing describes a December 8, 2025 financing deal providing approximately $12.3 million to Graham Purdy. It is secured by a pledge of up to 140,140 Turning Point Brands shares, which he may later deliver instead of cash repayment at preset price ranges.

Does the TPB CEO retain rights over the pledged shares in the financing transaction?

Yes. Even though up to 140,140 shares are pledged as collateral in the financing, Graham Purdy retains beneficial ownership. The filing states he keeps dividend and voting rights on these pledged Turning Point Brands shares until any potential share delivery.