Turning Point Brands Inc美股招股说明书(2025-11-05版)

Up to $200,000,000 of Common Stock This amendment no. 1 to prospectus supplement (this “amendment”) amends our prospectus supplement dated December13, 2024 (the “prospectus supplement”). This amendment should be read in conjunction with the prospectus supplement and theaccompanying prospectus dated October 13, 2023 (the “prospectus”), each of which are delivered with this amendment. Thisamendment amends only those sections of the prospectus supplement listed in this amendment; all other sections of the prospectussupplement remain unchanged. We previously entered into an At Market Issuance Sales Agreement (the “sales agreement”) with B. Riley Securities, Inc.(“B. Riley Securities”) and Barclays Capital Inc. (“Barclays”, each of B. Riley Securities and Barclays individually a “sales agent”and collectively, the “sales agents”), as our sales agents, relating to shares of our common stock, par value $0.01 per share(“common stock”). We are filing this amendment to amend the prospectus supplement to increase the aggregate dollar amount ofshares of common stock that we may sell pursuant to the sales agreement. The prospectus supplement originally permitted us tooffer and sell shares of common stock having an aggregate offering price of up to $100,000,000, and as of the date of thisamendment, we have sold shares of common stock pursuant to the sales agreement for gross proceeds of $99,999,137. Thisamendment increases the aggregate dollar amount of shares of common stock available to be sold from time to time through or toour sales agents by $200,000,000(exclusive of $99,999,137 of common stock sold pursuant to the sales agreement prior to the datehereof), from and including the date hereof. Sales of our common stock, if any, under the prospectus supplement, as amended by this amendment, and theaccompanying prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”) or any other method permitted under applicable law. Ourcommon stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “TPB.” The last reported sale price of ourcommon stock on the NYSE on November 3, 2025 was $93.64 per share. The compensation of our sales agents for sales of common stock pursuant to the sales agreement shall be a commissionrate of up to 3.0% of the gross proceeds per share of common stock. The net proceeds from any sale under the prospectussupplement, as amended by this amendment, and the accompanying prospectus will be used as described under “Use of Proceeds”in this amendment. There is no arrangement for funds to be received in escrow, trust or similar arrangement. In connection with the sale of the common stock on our behalf, the sales agents may each be deemed to be an“underwriter” within the meaning of the Securities Act, and their compensation may be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the sales agents with respect to certain civilliabilities, including liabilities under the Securities Act. See “Plan of Distribution.” The sales agents are not required to sell any specific number or dollar amount of common stock but will use theircommercially reasonable efforts, as our agents and subject to the terms of the sales agreement, to sell the common stock offered, asinstructed by us. The offering of common stock pursuant to this prospectus supplement, as amended by this amendment, willterminate upon the earlier of (i) the sale of all common stock subject to this prospectus supplement, as amended by thisamendment, or (ii) the termination of the sales agreement by us or by the sales agents pursuant to the terms of the sales agreement. Investing in our securities involves certain risks. See“Risk Factors”beginning on page S-5of this amendment, page S-6 of theprospectus supplement and the“Risk Factors”section contained in our reports filed with the Securities and Exchange Commissionwhich are incorporated by reference herein for a discussion of the factors you should carefully consider before investing in thesesecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this amendment, the prospectus supplement or the accompanying prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. The date of this amendment no. 1 to prospectus supplement is November 5, 2025. TABLE OF CONTENTS ABOUT THIS AMENDMENT NO. 1 TO PROSPECTUS SUPPLEMENT This amendment, the prospectus supplement dated December 13, 2024 and the accompanying prospectus dated October 13,2023 are part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”)using a “shelf” registration process. Under this shelf registration process, we may from time to time sell any combin