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 November 4, 2025, the Company’s Board of Directors increased the share repurchase authorization to an aggregate amount of $200.0 million. The program is subject to the ongoing discretion of the Board of Directors, and the Board of Directors has increased it periodically. As of September 30, 2026 there was $190.0 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 September 30, 2026 in connection with the repurchase program described above.