tpb20260224c_def14a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Turning Point Brands, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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March 25, 2026

To our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Turning Point Brands, Inc. (the “Company”) on Monday, May 4, 2026 at 5:00 p.m. Eastern Daylight Time. The Annual Meeting will be a virtual meeting conducted solely online via live webcast. We believe a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world. This means that you will be able to participate, ask questions and vote during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/TPB2026, and entering the 16-digit control number, located on your proxy card. You will not be able to attend the Annual Meeting in person.

The official Notice of Annual Meeting, Proxy Statement and Proxy Card are enclosed with this letter.

Your vote is very important to the Board of Directors. Please take the time to carefully read each of the proposals for stockholder action described in the accompanying proxy materials. Whether or not you plan to virtually attend, you can ensure that your shares are represented at the meeting by promptly completing, signing and dating your proxy card and returning it in the enclosed postage-paid envelope. Stockholders of record can also vote by touch-tone telephone from the United States, using the toll-free number on the proxy card, or by the Internet, using the instructions on the proxy card. If you attend the meeting, you may revoke your proxy and vote your shares virtually at the meeting.

Directors, officers and other representatives of the Company will be available at the virtual Annual Meeting, and they will be pleased to answer any questions you may have that comply with Annual Meeting rules of conduct.

Your interest and participation in the affairs of the Company are greatly appreciated. Thank you for your continued support.

	Sincerely,

	/s/ Graham A. Purdy
	Graham A. Purdy
	President and Chief Executive Officer

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TURNING POINT BRANDS, INC.

5201 Interchange Way

Louisville, Kentucky 40229

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 4, 2026

To the Stockholders:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Turning Point Brands, Inc. (the “Company”) will be a virtual meeting conducted solely online via live webcast on Monday, May 4, 2026 at 5:00 p.m. Eastern Daylight Time.

At the Annual Meeting you will be asked to:

•

elect ten directors to the Board of Directors, each for a term of one year;

•

ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm;

•

approve, on an advisory basis, the compensation of the Company’s named executive officers; and

•

transact such other business as may properly come before the meeting.

A Proxy Statement describing matters to be considered at the Annual Meeting is attached to this notice. Only stockholders of record at the close of business on March 12, 2026, are entitled to receive notice of and to vote at the Annual Meeting.

	By Order of the Board of Directors,

	/s/ Brittani N. Cushman
	Brittani N. Cushman
	General Counsel and Corporate Secretary

Louisville, Kentucky

March 25, 2026

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IMPORTANT

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE SUBMIT YOUR VOTE USING ONE OF THE VOTING METHODS DESCRIBED IN THE ATTACHED MATERIALS. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES VIRTUALLY AT THE ANNUAL MEETING, FOLLOWING THE INSTRUCTIONS HEREIN.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 4, 2026: Our Proxy Statement related to our 2026 Annual Meeting of Stockholders, including the Notice of Annual Meeting, and our Annual Report on Form 10-K for the fiscal year ended on December 31, 2025 are available on our website at www.turningpointbrands.com under the heading “SEC Filings” in the “Financials” tab of the Investor Relations section.

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live webcast. Stockholders may access the meeting by visiting www.virtualshareholdermeeting.com/TPB2026, and entering the 16-digit control number, located on your proxy card. The Annual Meeting will begin promptly at 5:00 p.m. Eastern Daylight Time. We encourage you to access the meeting prior to the start time.

You may submit a question at the Annual Meeting by following the instructions on the virtual meeting website or using the ASK A QUESTION box to submit your question(s) at any point during the virtual Annual Meeting (until the floor is closed to questions). We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct which will be made available prior to the meeting as well as will be available virtually at https://www.turningpointbrands.com/investor-relations/financials/annual-meeting during the meeting. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

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SUMMARY OF MATTERS REQUIRING STOCKHOLDER ACTION	1
Proposal 1 – Election of Directors	1
Proposal 2 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm	1
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)	1
Other Matters	2
INFORMATION ABOUT PROXIES AND VOTING	3
Record Date, Voting Securities and Quorum Requirements	3
Solicitation of Proxies	3
Householding	3
How to Vote	3
Changing Your Vote	4
No Dissenters’ Rights of Appraisal	4
OUR BOARD AND CORPORATE GOVERNANCE	5
Board of Directors	5
Current Director Biographies	5
Board Diversity	8
Meetings of the Board of Directors	8
Corporate Governance	10
Committees of the Board	12
Consideration of Candidates for Director	14
Oversight of Environmental, Social and Governance	15
Compensation of Directors	15
Code of Business Conduct and Ethics	16
Insider Trading Policy	16
Corporate Governance Guidelines	16
Hedging and Pledging Policy	16
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT	17
EXECUTIVE COMPENSATION	19
Compensation, Discussion & Analysis	19
Executive Compensation Objectives and Philosophy	19
Elements of Executive Compensation	19
Determining Executive Compensation	22
Results of 2025 Say-on-Pay Vote	22
Compensation and Talent Committee Report	22
Executive Compensation Tables	23
Summary Compensation Table	23
Grants of Plan-Based Awards Table	25
Outstanding Equity Awards at Fiscal Year-End	26
Stock Vested/Options Exercised Table	27
2025 Potential Payments Upon Termination or Change in Control Table	28
Equity Compensation Plan Information	29
PAY VERSUS PERFORMANCE	30
PAY RATIO	35
AUDIT COMMITTEE REPORT	36
CERTAIN RELATIONSHIPS AND TRANSACTIONS	37
PRESENTATION OF PROPOSALS	38
Proposal 1 – Election of Directors	38
Proposal 2 – Ratification of Independent Registered Public Accounting Firm	39
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)	39
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS	42
STOCKHOLDERS’ COMMUNICATIONS WITH THE BOARD	42
FORM 10-K	42
OTHER BUSINESS	43

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TURNING POINT BRANDS, INC.

5201 Interchange Way

Louisville, Kentucky 40229

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 4, 2026

This proxy statement and the accompanying proxy card are being furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Turning Point Brands, Inc., a Delaware corporation (the “Company”), to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments thereof. In this proxy statement, references to the “Company,” “we,” “us” or “our” refer to Turning Point Brands, Inc.

The Notice of Annual Meeting and accompanying Proxy Statement and Form of Proxy are first being sent or given to all stockholders entitled to vote at the Annual Meeting on or about March 25, 2026. This Proxy Statement and the enclosed Form of Proxy, the Notice of Annual Meeting, and the Company’s 2025 Annual Report are available on the Internet at https://www.turningpointbrands.com/investor-relations/financials/annual-meeting, on the Annual Meeting website.

The Annual Meeting will be held as a virtual meeting conducted solely online via live webcast on Monday, May 4, 2026 at 5:00 p.m. Eastern Daylight Time. You can attend the meeting by visiting www.virtualshareholdermeeting.com/TPB2026, and entering the 16-digit control number, located on your proxy card.

SUMMARY OF MATTERS REQUIRING STOCKHOLDER ACTION

Proposal 1 – Election of Directors

The affirmative vote of a plurality of the votes cast by the holders of the Company’s common stock present virtually or represented by proxy is required to elect each nominee. Election by a plurality means that the director nominee with the most votes for the available slot is elected for that slot. You may vote “FOR” each nominee or you may “WITHHOLD AUTHORITY” to vote for each nominee. Unless you “WITHHOLD AUTHORITY” to vote for a nominee, your proxy will be voted “FOR” the election of the individuals nominated as directors. A vote to “WITHHOLD AUTHORITY” will have no effect with respect to the election of directors. This matter is considered non-routine and therefore a broker non-vote will have no effect on the outcome of this proposal.

The Board recommends that you vote “FOR” each of the director nominees.

Proposal 2 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 will be approved if more shares are cast “FOR” ratification than are cast “AGAINST” ratification. You may vote “FOR” or “AGAINST” ratification, or you may “ABSTAIN” from voting on this proposal. Abstentions and broker non-votes will be counted towards the Annual Meeting quorum requirement. A vote to “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted on this proposal, and accordingly, a vote to “ABSTAIN” will have no effect on the outcome of this proposal. This matter is considered routine and therefore brokers, dealers and nominees will have discretion to vote, even if you do not provide voting instructions.

The Board recommends that you vote “FOR” the ratification of the appointment of the Company's independent registered public accounting firm.

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)

We are providing stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement, in accordance with Section 14A of the Exchange Act. The proposal to approve named executive officer compensation will be approved if more shares are cast “FOR” approval than are cast “AGAINST” approval. You may vote “FOR” or “AGAINST” approval, or you may “ABSTAIN” from voting on this proposal. Abstentions will be counted towards the Annual Meeting quorum requirement, but broker non-votes will not. A vote to “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted, and accordingly, a vote to “ABSTAIN” will have no effect on the outcome of this proposal. This matter is considered non-routine and therefore a broker non-vote will have no effect on the outcome of this proposal.

The Board recommends that you vote “FOR” the approval of the compensation of the Company’s named executive officers, as disclosed in this proxy statement.

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The following table summarizes the minimum vote needed to approve each proposal and the effect of broker non-votes.

	Proposal	Affirmative Vote Required for Approval	Broker Discretionary Voting Allowed?	Board Recommendation	Page Number
1.	Election of Directors	Plurality of the votes cast	No	FOR each Director Nominee	38

2.	Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm	Majority of the votes cast affirmatively	Yes	FOR	38

3.	Advisory Vote to Approve Named Executive Officer Compensation	Majority of the votes cast affirmatively	No	FOR	41

Other Matters

As of the date of this proxy statement, the Board knows of no matters that will be presented for consideration at the Annual Meeting other than those matters discussed in this proxy statement. If any other matters should properly come before the Annual Meeting and call for a vote of stockholders, validly executed proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the Board, or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders on such matters. Any such additional matter will be approved if more shares present (virtually or by proxy) and entitled to vote at the Annual Meeting are voted in favor of such matter than are voted against such matter unless a different standard is required under law or the rules of the New York Stock Exchange (“NYSE”).

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INFORMATION ABOUT PROXIES AND VOTING

Record Date, Voting Securities and Quorum Requirements

The Board has fixed the record date (the “Record Date”) for the Annual Meeting as the close of business on March 12, 2026. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting and at any adjournment or postponement thereof. At the close of business on the Record Date, there were 19,340,722 shares of common stock outstanding, each of which is entitled to one vote per share on all matters to be considered at the Annual Meeting.

The presence virtually or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote will constitute a quorum for the transaction of business at the Annual Meeting. Therefore, a quorum will be present if 9,670,362 shares of our common stock are present at the meeting or represented by executed proxies timely received by us at the Annual Meeting. Shares of common stock represented by properly executed proxies received before the close of voting at the Annual Meeting will be voted as directed by such stockholders, unless revoked as described below.

Solicitation of Proxies

The entire cost of soliciting proxies on behalf of the Board will be borne by us. In addition to solicitation by mail, proxies may be solicited personally, by telephone or other means by our directors, officers or employees, who receive no additional compensation for these solicitation activities. We will, upon request, reimburse brokerage houses and persons holding common stock in the names of their nominees for their reasonable out-of-pocket expenses in sending materials to their principals.

Householding

Certain banks, brokers, broker-dealers and other similar organizations acting as nominee record holders may be participating in the practice of “householding.” This means that only one copy of this proxy statement may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of this proxy statement for each stockholder in your household, please contact your bank, broker, broker-dealer or other similar organization serving as your nominee.

Upon request to the General Counsel and Corporate Secretary at the address of 5201 Interchange Way, Louisville, Kentucky 40229, or via telephone at 1-502-774-9238, the Company will promptly provide separate copies of this proxy statement. Company stockholders sharing an address who are receiving multiple copies of this proxy statement and who wish to receive a single copy of these materials in the future will need to contact their bank, broker, broker-dealer or other similar organization serving as their nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

How to Vote

Stockholders of Record

If you are a stockholder and your shares are registered directly in your name with our stock transfer agent, EQ Shareowner Services, you are considered the “stockholder of record” of those shares. If you are a stockholder of record, you can give a proxy to be voted at the Annual Meeting:

» over the telephone by calling a toll-free number (1-800-690-6903);

» online (www.proxyvote.com); or

» by completing, signing, dating, and mailing the enclosed proxy card in the envelope provided.

SEC Form DEF 14A filed by Turning Point Brands Inc.