Turning Point Brands, Inc.

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 Company's Board of Directors increased the Company’s share repurchase authorization by $77.9 million to an aggregate amount of $100.0 million. On November 4, 2025, the Company's Board of Directors increased the share repurchase authorization by $100.0 million to an aggregate amount of $200.0 million. As of March 31, 2026, there remains $200.0 million in authority to repurchase shares under the plan. 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, 2026 in connection with the repurchase program described above.

(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 3,011 shares in January and 9,330 shares in March. 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.