Turning Point Brands Inc 2024年度报告

(Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT 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) Delaware20-0709285(State or other jurisdiction of incorporation ororganization)(I.R.S. Employer Identification No.) 5201 Interchange Way, Louisville, KY40229(Address of principal executive offices)(Zip Code) (502) 778-4421(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 SecuritiesAct.☐Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe 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 the preceding 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 tobe 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-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large acceleratedfiler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐ Non-accelerated filer☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery 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-affiliatesof the registrant was approximately $484 million based on such closing sale price of the common stock asreported on the New York Stock Exchange. At February 28, 2025, there were 17,747,117 shares outstanding of the registrant’s voting common stock, parvalue $0.01 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Shareholders areincorporated by reference into Part III of this Annual Report on Form 10-K and will be filed within 120 days ofthe registrant’s fiscal year end. TURNING POINT BRANDS, INC.TABLE OF CONTENTS PART IITEM 1.BusinessITEM1A.Risk FactorsITEM1B.Unresolved Staff CommentsITEM1C.CybersecurityITEM 2.PropertiesITEM 3.Legal ProceedingsITEM 4.Mine Safety Disclosures PART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities37ITEM 6.Selected Financial Data38ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39 ITEM7A.Quantitative and Qualitative Disclosures About Market Risk55ITEM 8.Financial Statements and Supplementary Data56ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure90ITEM9A.Controls and Procedures90ITEM9B.Other Information91ITEM9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections91 PART IIIITEM10.Directors, Executive Officers and Cor