Turning Point Brands Inc 2024年度报告

(Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from_______________ to ________________Commission file number:001-37763 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Former name, former address and former fiscal year, if changed since last report: not applicable Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☑Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☑No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.☑Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☑Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☑No As of June 30, 2024, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was approximately $484million basedon such closing sale price of the common stock as reported on the New York Stock Exchange. At February 28, 2025, there were17,747,117shares outstanding of the registrant’s voting common stock, par value $0.01 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report onForm 10-K and will be filed within 120 days of the registrant’s fiscal year end. TURNING POINT BRANDS, INC.TABLE OF CONTENTS Page No.PART IITEM 1.Business4ITEM 1A.Risk Factors15ITEM 1B.Unresolved Staff Comments34ITEM 1C.Cybersecurity34ITEM 2.Properties36ITEM 3.Legal Proceedings36ITEM 4.Mine Safety Disclosures36PART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities37ITEM 6.Selected Financial Data38ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk55ITEM 8.Financial Statements and Supplementary Data56ITEM 9.Changes in and Disagreements with Accountants on Accountingand Financial Disclosure90ITEM 9A.Controls and Procedures90ITEM 9B.Other Information91ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections91PART IIIITEM 10.Directors, Executive Officers and Corporate Governance92ITEM 11.Executive Compensation92ITEM 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters92ITEM 13.Certain Relationships and Related