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Turning Point Brands, Inc.

For the period ended Mar 31, 2025. Filed May 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

TPB$62.81-0.7%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.** ** Unregistered Sales of Equity Securities and Use of Proceeds**

On February 25, 2020, the Company’s Board of Directors approved a $50.0 million share repurchase program, which is intended for opportunistic execution based upon a variety of factors including market dynamics. On October 25, 2021, the Board of Directors increased the approved share repurchase program by $30.7 million, and by an additional $24.6 million on February 24, 2022. On November 6, 2024, the Board of Directors of the Company increased the Company’s share repurchase authorization by $77.9 million to an aggregate amount of $100.0 million. This share repurchase program has no expiration date and is subject to the ongoing discretion of the Board of Directors. All repurchases to date under our stock repurchase programs have been made through open market transactions, but in the future, we may also purchase shares through privately negotiated transactions or 10b5-1 repurchase plans.

The following table includes information regarding purchases of our common stock made by us during the three months ended March 31, 2025 in connection with the repurchase program described above.

Total Number of · Approximate Dollar
Shares Purchased · Value of Shares
Total Number · Average · as Part of Publicly · that May Yet Be
of Shares · Price Paid · Announced Plans · Purchased Under the
Period · Purchased (1) · per Share · or Programs · Plans or Programs
January 1 to January 3164,209$--$100,000,000
February 1 to February 28-$--$100,000,000
March 1 to March 31-$--$100,000,000
Total64,209-
(1)The total number of shares purchased consists of shares withheld by the Company to satisfy statutory tax withholdings for holders who vested in stock-based awards, which totaled 64,209 shares in January. Shares withheld by the Company to cover statutory withholdings taxes are repurchased pursuant to the terms of the applicable plan and not under the Company's share repurchase program authorization.
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