Turning Point Brands Inc 2025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 ended December 31, 2025OR ☐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) 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.☑Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Non-accelerated filer☐Emerging growth company☐ Accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial 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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded in the filing reflect the correction 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-basedcompensation received by any of the registrant’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, 2025, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant wasapproximately $1.31billionbased on such closing sale price of the common stock as reported on the New York Stock Exchange. At February 23, 2026there were 19,141,208shares 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 IIIof this Annual Report on Form 10-K and will be filed within 120 days of the registrant’s fiscal year end. TURNING POINT BRANDS, INC.TABLE OF CONTENTS PART IITEM 1.BusinessITEM 1A.Risk FactorsITEM 1B.Unresolved Staff CommentsITEM 1C.CybersecurityITEM 2.PropertiesITEM 3.Legal ProceedingsITEM 4.Mine Safety Disclosures PART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity SecuritiesITEM 6.Selected Financial DataITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations ITEM 7A.Quantitative and Qualitative Disclosures About Market RiskITEM 8.Financial Statements and Supplementary DataITEM 9.Changes in and Disagreements with Accountants on Accountingand Financial DisclosureITEM 9A.Controls and ProceduresITEM 9B.Other InformationITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART IIIITEM 10.Directors, Executive Officers and Corporate GovernanceITEM 11.Executive CompensationITEM 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder MattersITEM 13.Certain Relationships and Related Transactions, and DirectorIndependenceITEM 14.Pr