Morgan Stanley (TPB) discloses 1.7% Turning Point Brands stake in 13G/A

Rhea-AI Filing Summary

Morgan Stanley filed an amended Schedule 13G showing its ownership in Turning Point Brands, Inc. common stock at 325,188 shares, representing 1.7% of the class as of December 31, 2025. Morgan Stanley reports zero sole voting or dispositive power, with all reported authority shared.

The filing states that, as of this date, Morgan Stanley has ceased to be the beneficial owner of more than five percent of Turning Point Brands’ common stock. It also certifies the position is held in the ordinary course of business and not for the purpose of influencing control of the company.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Turning Point Brands, Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

90041L105

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 90041L105

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 314,863.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 325,188.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

325,188.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.7 %

12

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley has ceased to be the beneficial owner of more than five percent of the class of securities.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Turning Point Brands, Inc
(b)	Address of issuer's principal executive offices: 5201 INTERCHANGE WAY, LOUISVILLE, KY, 40229
Item 2.
(a)	Name of person filing: Morgan Stanley
(b)	Address or principal business office or, if none, residence: 1585 Broadway, New York, NY 10036
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 90041L105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 1.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Stanley

Signature:	Christopher O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	02/12/2026

FAQ

What percentage of Turning Point Brands (TPB) does Morgan Stanley now own?

Morgan Stanley reports beneficial ownership of 1.7% of Turning Point Brands’ common stock. This corresponds to 325,188 shares as of December 31, 2025, reflecting that it is no longer a more-than-5% shareholder of the company’s outstanding common stock.

How many Turning Point Brands (TPB) shares does Morgan Stanley report owning?

Morgan Stanley reports beneficial ownership of 325,188 Turning Point Brands common shares. The firm has shared voting power over 314,863 shares and shared dispositive power over 325,188 shares, with no sole voting or sole dispositive power reported in this Schedule 13G/A.

What is the significance of Morgan Stanley falling below 5% ownership in TPB?

The filing states Morgan Stanley has ceased to be the beneficial owner of more than five percent of Turning Point Brands’ common stock. Dropping below 5% means it is no longer a large beneficial owner under SEC reporting thresholds for that security class.

Is Morgan Stanley seeking to influence control of Turning Point Brands (TPB)?

Morgan Stanley certifies the securities were acquired and are held in the ordinary course of business. The filing explicitly states they were not acquired or held to change or influence control of Turning Point Brands, nor as part of any control-related transaction.

What type of reporting person is Morgan Stanley in this TPB Schedule 13G/A?

Morgan Stanley identifies itself as a parent holding company or control person, coded as “HC” in the filing. The Schedule 13G/A also notes the securities are beneficially owned by certain Morgan Stanley operating units grouped as the MS Reporting Units.

What is the event date for Morgan Stanley’s updated TPB ownership disclosure?

The Schedule 13G/A lists December 31, 2025 as the date of the event requiring the filing. That date anchors the reported ownership figures, including the 325,188 shares and the 1.7% beneficial ownership of Turning Point Brands’ outstanding common stock.