Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1. Organizations and Basis of Presentation

Description of Business

Turning Point Brands, Inc., including its subsidiaries (collectively referred to herein as the “Company,” “we,” “our,” or “us”), is a leading manufacturer, marketer and distributor of branded consumer products. The Company sells a wide range of products to adult consumers consisting of staple products with its iconic brands Zig-Zag® and Stoker’s® and its next generation products to fulfill evolving consumer preferences. The Company's segments are led by its core proprietary and iconic brands: Zig-Zag® and Stoker’s® along with FRE®, Beech-Nut® and Trophy®. The Company’s products are available in more than 220,000 retail outlets in North America. The Company operates two segments, Zig-Zag products and Stoker’s products.

Discontinued Operations

On January 2, 2025, the Company contributed 100% of its interest in South Beach Brands LLC (“SBB”), the subsidiary that owned and operated the Company’s former Creative Distribution Solutions (“CDS”) reportable segment, to General Wireless Operations, Inc. (“GWO”) in exchange for 49% of the issued and outstanding GWO common stock. GWO is majority owned by Standard General, LP. The Company established RSH Holding Trust ("RSH Trust") to hold its interest in GWO which is managed by an independent trustee that votes our interest in GWO in accordance with GWO's board's recommendation, and GWO is controlled by Standard General, L.P.

As of December 31, 2024, the assets and liabilities associated with the CDS segment were classified as held for sale. Accordingly, the financial results of the CDS segment were classified as discontinued operations and reported separately for all periods presented herein until its disposition on January 2, 2025. Following the discontinued operations classification, the Company has two reportable segments, which are reflected herein. Unless otherwise noted, disclosures in the notes to these consolidated financial statements relate solely to the Company's continuing operations, comprised of the Zig-Zag and Stoker’s segments. See Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations" for additional information regarding the CDS divestiture, including the assets and liabilities held for sale and the income or losses from discontinued operations.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and Securities and Exchange Commission (“SEC”) regulations. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s estimates include those affecting the valuation of goodwill and other intangible assets, the fair value of assets held for sale, deferred income tax valuation allowances, the valuation of investments, share-based payments, and the valuation of inventory, including reserves.

Certain prior year amounts have been reclassified to conform to the current year’s presentation. The changes did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows in any of the periods presented.

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Significant Accounting Policies [Text Block]

Note 2. Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries, all of which are wholly-owned, and variable interest entities (“VIEs”) for which the Company is considered to have a controlling interest based on the voting interest entity model or the variable interest entity model. All significant intercompany transactions have been eliminated.

U.S. GAAP requires the Company to identify entities for which control is achieved through means other than voting rights and to determine whether the Company is the primary beneficiary of VIEs. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

The primary beneficiary of a VIE is the entity that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis.

The Company determines whether an entity is a VIE at the inception of its variable interest in the entity and upon the occurrence of certain reconsideration events.

Management of the Company has determined that Turning Point Brands Canada and ALP Supply Co, LLC (“ALP”) are VIEs for which the Company is required to consolidate and determined that the distribution business acquired by General Wireless Operations, Inc. (refer to Note 12, "Other Assets") is a VIE for which the Company is not required to consolidate. The Company has a 65% financial interest in the equity of Turning Point Brands Canada, provides additional subordinated financing and has a distribution agreement for the sale of the Company’s products that makes up a significant portion of Turning Point Brands Canada’s business activities. The Company has a 50% equity interest in ALP, provides additional financing, has a supply agreement to be the exclusive provider of product and is the primary beneficiary due to the power the Company has over the activities that most significantly impact the economic performance, and the right to receive benefits and the obligation to absorb losses. RSH Trust, which was established by the Company and is managed by an independent trustee that votes our interest in GWO in accordance with GWO's board's recommendations, holds 49% indirect interest in the distribution business through its interests in General Wireless Operations, Inc. ("GWO") and, through Turning Point Brands Canada, the Company has a variable interest through a purchase option to acquire the equity interests of GWO's distribution business. However, the Company does not have the ability to direct the activities that impact the performance of the business. GWO is controlled by Standard General, L.P. Based on the foregoing, management believes in its judgement that the distribution business is a VIE for which the Company is not required to consolidate. See Note 12 "Other Assets" for further discussion of the acquisition of the distribution business by General Wireless Operations, Inc. and the terms of the option on its equity interests. Turning Point Brands Canada charged a fee to the distribution business in 2025. The agreement was terminated in the fourth quarter.

Subsequent to the acquisition of the distribution business by General Wireless Operations, the Company determined that the General Wireless Operations Equity Method Investment is a VIE of which we are not the primary beneficiary. We considered the Company’s interest at risk due to a lack of power, through voting rights, to direct the activities that most significantly impact General Wireless Operations’ economic performance. Standard General, L.P’s voting rights are conveyed through an equity interest that is not considered at risk. Based on the foregoing, management believes in its judgement that General Wireless Operations is a VIE for which the Company is not required to consolidate.

Revenue Recognition

The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606), which includes excise taxes and shipping and handling charges billed to customers, net of cash discounts for prompt payment, sales returns and incentives, upon delivery of goods to the customer – at which time the Company’s performance obligation is satisfied - at an amount that the Company expects to be entitled to in exchange for those goods in accordance with the five-step analysis outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. The Company includes in its transaction price excise taxes on smokeless tobacco, cigars or other nicotine products billed to customers, and excludes sales taxes and value-added taxes imposed at the time of sale.

The Company records an allowance for sales returns, based principally on historical volume and return rates, which is included in accrued liabilities on the consolidated balance sheets. The Company records sales incentives, which consist of consumer incentives and trade promotion activities, as a reduction in revenues (a portion of which is based on amounts estimated to be due to wholesalers, retailers and consumers at the end of the period) based principally on historical volume and utilization rates. Expected payments for sales incentives are included in accrued liabilities on the consolidated balance sheets.

A further requirement of ASC 606 is for entities to disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company’s management views business performance through segments that closely resemble the performance of major product lines. Thus, the primary and most useful disaggregation of the Company’s contract revenue for decision making purposes is the disaggregation by segment which can be found in Note 21, “Segment Information”.

Held for Sale and Discontinued Operations

The Company classifies assets and liabilities to be sold (disposal group) as held for sale in the period when all of the applicable criteria are met, including: (i) management commits to a plan to sell, (ii) the disposal group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the disposal group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the disposal group is generally probable of being completed within one year.

Assets and liabilities held for sale are presented separately within the Consolidated Balance Sheets with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell. Depreciation of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each period the disposal group remains classified as held for sale, its recoverability is reassessed, and any necessary adjustments are made to its carrying value.

The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that will have a major effect on its operations and financial results. The results of discontinued operations are reported as Loss from discontinued operations, net of tax in the Consolidated Statements of Income for the current and prior periods commencing in the period in which the held for sale criteria are met. Loss from discontinued operations includes direct costs attributable to the divested business and excludes any cost allocations associated with any shared or corporate functions. Loss from discontinued operations will include any gain or loss recognized upon disposition or from any adjustment of the carrying amount of the assets and liabilities of the discontinued operations to fair value less costs to sell while classified as held for sale.

Derivative Instruments

The Company enters into foreign currency forward contracts to hedge a portion of its exposure to changes in foreign currency exchange rates on inventory purchase commitments. The Company accounts for its forward contracts under the provisions of ASC 815, Derivatives and Hedging. Under the Company’s policy, the Company may hedge up to 100% of its anticipated purchases of inventory in the denominated invoice currency over a forward period not to exceed twelve months. The Company may also, from time to time, hedge up to 100% of its non-inventory purchases (e.g., production equipment) in the denominated invoice currency. Forward contracts that qualify as hedges are adjusted to their fair value through other comprehensive income as determined by market prices on the measurement date, except any hedge ineffectiveness which is recognized currently in income. Gains and losses on these forward contracts are reclassified from other comprehensive income into inventory as the related inventories are received and are transferred to net income as inventory is sold. Changes in fair value of any contracts that do not qualify for hedge accounting or are not designated as hedges are recognized currently in income.

Shipping Costs

The Company records shipping costs incurred as a component of selling, general and administrative expenses. Shipping costs incurred were approximately $29.7 million, $17.9 million, and $16.0 million in 2025, 2024, and 2023, respectively.

Research and Development and Quality Assurance Costs

Research and development and quality assurance costs are expensed as incurred. These expenses, classified as selling, general and administrative expenses, were approximately $0.9 million, $1.3 million, and $0.6 million in 2025, 2024, and 2023, respectively.

Cash and Cash Equivalents

The Company considers any highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Leaf tobacco is presented in current assets in accordance with standard industry practice, notwithstanding the fact that such tobaccos are carried longer than one year for the purpose of curing.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation and impairment. Depreciation is provided using the straight-line method over the lesser of the estimated useful lives of the assets or the life of the leases for leasehold improvements (4 to 7 years for machinery, equipment and furniture, 10 to 15 years for leasehold improvements, and up to 15 years for buildings and building improvements). Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major repairs and improvements are capitalized and depreciated over their estimated useful lives. Upon disposition of fixed assets, the costs and related accumulated depreciation amounts are relieved. Any resulting gain or loss is reflected in operations during the period of disposition. Long-lived assets are reviewed for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill and Other Intangible Assets

The Company follows the provisions of ASC 350, Intangibles – Goodwill and Other in accounting for goodwill and other intangible assets. Goodwill is tested for impairment annually on December 31, or more frequently if certain indicators are present.

When testing goodwill for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in the amount by which the carrying value of the reporting unit exceeds its fair value, limited to the amount of goodwill at the reporting unit. The Company determines fair values for each of the reporting units using a combination of the income approach and/or market approach. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Under the market approach, the Company selects peer sets based on close competitors and reviews the revenue and EBITDA multiples to determine the fair value. See Note 11, “Goodwill and Other Intangible Assets” for further information on goodwill.

Indefinite-lived intangible assets are tested for impairment at least annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. Impairment exists when carrying value exceeds fair value. The Company’s fair value methodology is primarily based on the relief from royalty approach.

Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 3.5 to 15 years. The Company continually evaluates the reasonableness of the useful lives of these assets.

Fair Value

U.S. GAAP establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy under U.S. GAAP are described below:

•

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets at the measurement date.

•

Level 2 – Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•

Level 3 – Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Equity Investments

The Company's investments include equity securities, which are accounted for at cost and under the equity method of accounting.

For equity investments that do not qualify to be accounted for under the equity method of accounting and that do not have a readily determinable fair value, the Company has elected a practical expedient to record the investment at the original cost, as adjusted for impairment and observable price changes. Under the practical expedient, if a qualitative analysis indicates impairment exists, the fair value of the investment is required to be estimated and any excess of the carrying value over the estimated fair value is recognized as an impairment loss.

Equity investments accounted for under the equity method of accounting are assessed for impairment when events or circumstances suggest that any loss in value of the investment may be other than temporary. A loss in value of an investment is other than temporary when evidence of a loss in value indicates the absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment.

In the absence of observable data, the Company estimates the fair values of these investments using a market approach derived from applying market multiples of comparable public companies to the financial results of each investment. The valuation methodology and the significant assumptions used by management in estimating the fair values of each investment involve a high degree of judgment and may involve the use of third-party valuation specialists.

Deferred Financing Costs

Deferred financing costs are amortized over the terms of the related debt obligations using the straight-line method. Unamortized amounts are expensed upon extinguishment of the related borrowings. Deferred financing costs are presented as a direct deduction from the carrying amount of that debt liability except for deferred financing costs relating to our revolving credit facility, which are presented as an asset.

Income Taxes

The Company records the effects of income taxes under the liability method in which deferred income tax assets and liabilities are recognized based on the difference between the financial and tax basis of assets and liabilities using the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company assesses its ability to realize future benefits of deferred tax assets by determining if they meet the “more likely than not” criteria in ASC 740, Income Taxes. If the Company determines that future benefits do not meet the “more likely than not” criteria, a valuation allowance is recorded.

Advertising and Promotion

Advertising and promotion costs, including point of sale materials, are expensed as incurred and amounted to $29.8 million, $12.0 million, and $7.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Stock-Based Compensation

The Company measures stock-based compensation costs related to its stock options on the fair value-based method under the provisions of ASC 718, Compensation – Stock Compensation. The fair value-based method requires compensation cost for stock options to be recognized over the requisite service period based on the fair value of stock options granted. The Company determined the fair value of these awards using the Black-Scholes option pricing model.

The Company grants performance-based restricted stock units (“PRSU”) subject to both performance-based and service-based vesting conditions. The fair value of each PRSU is the Company’s stock price on the date of grant. For purposes of recognizing compensation expense as services are rendered in accordance with ASC 718, the Company assumes all employees involved in the PRSU grant will provide service through the end of the performance period. Stock compensation expense is recorded based on the probability of achievement of the performance conditions specified in the PRSU grant.

The Company grants restricted stock units (“RSU”) subject to service-based vesting conditions. The fair value of each RSU is the Company’s stock price on the date of grant. The Company recognizes compensation expense as services are rendered in accordance with ASC 718. Stock compensation expense is recorded over the service period in the RSU grant.

Risks and Uncertainties

Manufacturers and sellers of tobacco products are subject to regulation at the federal, state, and local levels. Such regulations include, among others, labeling requirements, limitations on advertising, and prohibition of sales to minors. The tobacco industry is likely to continue to be heavily regulated. There can be no assurance as to the ultimate content, timing, or effect of any regulation of tobacco products by any federal, state, or local legislative or regulatory body, nor can there be any assurance that any such legislation or regulation would not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. In a number of states targeted flavor bans have been proposed or enacted legislatively or by the administrative process. Depending on the number and location of such bans, that legislation or regulation could have a material adverse effect on the Company’s financial position, results of operations or cash flows. The U.S. Food and Drug Administration (“FDA”) continues to consider various restrictive regulations around our products, including targeted flavor bans; however, the details, timing, and ultimate implementation of such measures remain unclear.

The tobacco industry has experienced, and is experiencing, significant product liability litigation. Most tobacco liability lawsuits have been brought against manufacturers and sellers of cigarettes for injuries allegedly caused by smoking or exposure to smoke. However, several lawsuits have been brought against manufacturers and sellers of smokeless products for injuries to health allegedly caused by use of smokeless products. Typically, such claims assert that use of smokeless products is addictive and causes oral cancer. There can be no assurance the Company will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Master Settlement Agreement (MSA)

Forty-six states, certain U.S. territories, and the District of Columbia are parties to the Master Settlement Agreement (“MSA”) and the Smokeless Tobacco Master Settlement Agreement (“STMSA”). To the Company’s knowledge, signatories to the MSA include 49 cigarette manufacturers and/or distributors. The only signatory to the STMSA is US Smokeless Tobacco Company. In the Company’s opinion, the fundamental basis for each agreement is the states’ consents to withdraw all claims for monetary, equitable, and injunctive relief against certain tobacco products manufacturers and others and, in return, the signatories have agreed to certain marketing restrictions and regulations as well as certain payment obligations.

Pursuant to the MSA and subsequent states’ statutes, a “cigarette manufacturer” (which is defined to also include make-your-own ("MYO") cigarette tobacco) has the option of either becoming a signatory to the MSA or opening, funding, and maintaining an escrow account, with sub-accounts on behalf of each settling state. The STMSA has no similar provisions. The MSA escrow accounts are governed by states’ statutes that expressly give the manufacturers the option of opening, funding, and maintaining an escrow account in lieu of becoming a signatory to the MSA. The statutes require companies who are not signatories to the MSA to deposit, on an annual basis, into qualified banks, escrow funds based on the number of cigarettes or cigarette equivalents, i.e., the pounds of MYO tobacco, sold. The purpose of these statutes is expressly stated to be to eliminate the cost disadvantage the settling manufacturers have as a result of entering into the MSA. Such companies are entitled to direct the investment of the escrowed funds and withdraw any appreciation, but cannot withdraw the principal for 25 years from the year of each annual deposit, except to withdraw funds deposited pursuant to an individual state’s escrow statute to pay a final judgment to that state’s plaintiffs in the event of such a final judgment against the company. Either option – becoming an MSA signatory or establishing an escrow account – is permissible.

The Company chose to open and fund an MSA escrow account as its means of compliance. It is management’s opinion, due to the possibility of future federal or state regulations, though none have to date been enacted, that entering into one or both of the settlement agreements or establishing and maintaining an escrow account would not necessarily prevent future regulations from having a material adverse effect on the results of operations, financial position, and cash flows of the Company.

Various states have enacted or proposed complementary legislation intended to curb the activity of certain manufacturers and importers of cigarettes that are selling into MSA states without signing the MSA or who have failed to properly establish and fund a qualifying escrow account. To the best of the Company’s knowledge, no such statute has been enacted which could inadvertently and negatively impact the Company, which has been, and is currently, fully compliant with all applicable laws, regulations, and statutes. However, there can be no assurance that the enactment of any such complementary legislation in the future will not have a material adverse effect on the results of operations, financial position, or cash flows of the Company.

Pursuant to the MSA escrow account statutes, in order to be compliant with the MSA escrow requirements, companies selling products covered by the MSA are required to deposit such funds for each calendar year into a qualifying escrow account by April 15 of the following year. At December 31, 2025, the Company had on deposit approximately $32.0 million, the fair value of which was approximately $29.9 million. At December 31, 2024, the Company had on deposit approximately $32.1 million, the fair value of which was approximately $28.7 million. During 2025, no monies were deposited into this qualifying escrow account. The investment vehicles available to the Company are specified in the state escrow agreements and are limited to low-risk government securities.

The Company discontinued its generic category of MYO in 2019 and its Zig-Zagbranded MYO cigarette smoking tobacco in 2017. Thus, pending a change in MSA legislation, the Company has no remaining product lines covered by the MSA and will not be required to make future escrow deposits.

The Company has chosen to invest a portion of the MSA escrow, from time to time, in U.S. Government securities including Treasury inflation-protected securities, Treasury notes and Treasury bonds. These investments are classified as available-for-sale and carried at fair value. Realized losses are prohibited under the MSA; thus, any investment with an unrealized loss position will be held until the value is recovered, or until maturity.

Fair values for the U.S. Governmental agency obligations are Level 2 in the fair value hierarchy. The following tables show cost and estimated fair value of the assets held in the MSA account, respectively, as well as the maturities of the U.S. Governmental agency obligations held in such account for the periods indicated.

	*As of December 31, 2025*									*As of December 31, 2024*
			Gross		Gross			Estimated				Gross		Gross			Estimated
			Unrealized		Unrealized			Fair				Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Cash and cash equivalents	$	1,914	$	-	$	-		$	1,914	$	1,961	$	-	$	-		$	1,961
U.S. Governmental agency obligations (unrealized position < 12 months)		298		6		-			304		4,168		11		(48	)		4,131
U.S. Governmental agency obligations (unrealized position > 12 months)		29,780		84		(2,195	)		27,669		25,944		95		(3,455	)		22,584
Total	$	31,992	$	90	$	(2,195	)	$	29,887	$	32,073	$	106	$	(3,503	)	$	28,676

	*As of*
	*December 31, 2025*
Less than one year	$	-
One to five years		14,723
Five to ten years		13,400
Greater than ten years		1,955
Total	$	30,078

The following shows the amount of deposits by sales year for the MSA escrow account:

	*Deposits as of December 31,*
Sales Year	*2025*		*2024*
1999	$	130	$	211
2000		1,017		1,017
2001		1,673		1,673
2002		2,271		2,271
2003		4,249		4,249
2004		3,714		3,714
2005		4,553		4,553
2006		3,847		3,847
2007		4,167		4,167
2008		3,364		3,364
2009		1,619		1,619
2010		406		406
2011		193		193
2012		199		199
2013		173		173
2014		143		143
2015		101		101
2016		91		91
2017		82		82
Total	$	31,992	$	32,073

Concentration of Credit Risk: At December 31, 2025 and 2024, the Company had bank deposits, including MSA escrow accounts, in excess of federally insured limits of approximately $221.8 million and $47.4 million, respectively. During 2025 and 2024, the Company invested a portion of the MSA escrow accounts in U.S. Government securities including TIPS, Treasury notes, and Treasury bonds.

The Company sells its products to distributors, retail establishments, and consumers throughout the U.S. and also sells Zig-Zag® premium cigarette papers in Canada and some smaller quantities in other countries. For 2025, the Company did not have any customers that accounted for more than 10% of net sales. There was one customer that accounted for more than 10% of net sales for 2024 and there were no customers that accounted for more than 10% of nets sales for 2023. The Company performs periodic credit evaluations of its customers and generally does not require collateral on trade receivables. Historically, the Company has not experienced significant credit losses.

Accounts Receivable

Accounts receivable are recognized at their net realizable value. All accounts receivable are trade related, recorded at the invoiced amount, and do not bear interest. The Company maintains allowances for credit losses for estimated uncollectible invoices resulting from a customer’s inability to pay (bankruptcy, out of business, etc., i.e. “bad debt” which results in write-offs). The activity of allowance for credit losses for the years ended December 31, 2025, 2024, and 2023 is as follows:

	*2025*		*2024*			*2023*
Balance at beginning of period	$	66	$	78		$	40
Additions to allowance account during period		140		23			38
Deductions of allowance account during period		-		(35	)		-
Balance at end of period	$	206	$	66		$	78

Recent Accounting Pronouncements

Recently adopted

In December 2023, the FASB issued guidance which enhances income tax disclosures to require reporting entities to disclose annual income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes and to provide additional disaggregated information for individual jurisdictions under certain conditions. The guidance also requires disclosure of amounts and percentages in the annual rate reconciliation table, rather than amounts or percentages, and will eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The Company adopted ASU 2023-09 prospectively in the 2025. See Note 15 "Income Taxes" for new disclosures relating to 2025 only.

Issued but not yet adopted

In November 2024, the FASB issued guidance requiring reporting entities to disclose in the notes to the financial statements, specified information about certain categories of expenses including purchases of inventory, employee compensation, depreciation and amortization for each caption on the income statement where such expenses are included. This guidance will be effective for the Company beginning with its fiscal 2027 annual financial statements and interim periods thereafter. Early adoption is permitted, in addition to either prospective or retrospective application. The Company is currently assessing the impact and extent to which this guidance will affect its disclosures.

Note 3 - Assets and Liabilities Held for Sale and Discontinued Operations

12 Months Ended

Dec. 31, 2025

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note 3. Assets and Liabilities Held for Sale and Discontinued Operations

On January 2, 2025, the Company entered into an agreement to contribute 100% of its interest in SBB, the subsidiary that owns and operates the Company’s CDS segment, to GWO in exchange for 49% of the issued and outstanding GWO common stock on a fully-diluted basis. GWO is majority owned by Standard General, LP. Under certain circumstances the Company has the right to redeem the contribution of SBB from GWO at fair market value. In addition, the Company received an option with a 15-year term to purchase the remaining 51% of GWO at an exercise price initially set at $22.0 million, which decreases over time based on certain tax sharing payments to GWO.

The assets and liabilities associated with the CDS business have been classified as held for sale as of December 31, 2024, and its financial results are classified as discontinued operations and reported separately for all periods presented herein. With the strategic shift of the Company's operations, as a result of this transaction, the CDS segment has been classified as discontinued operations. As a result, the Company now has two reportable segments as disclosed in Note 21, "Segment Information".

Upon meeting the criteria for held for sale classification, the Company recorded a non-cash charge of $8.8 million with an equivalent valuation allowance against net assets held for sale to reduce the carrying value of the disposal group to fair value. Fair value of the disposal group utilized inputs within Level 3 of the fair value hierarchy, and was determined using both a market and an income approach.

The Company incurred no income or loss from discontinued operations for the year ended December 31, 2025. The following table summarizes income from discontinued operations, net of tax, included in the Consolidated Statements of Income:

	*For the years ended December 31,*
	*2024*			*2023*
Net sales	$	59,051		$	80,329
Cost of sales		46,041			60,030
Gross profit		13,010			20,299
Selling, general, and administrative expenses		12,246			18,442
Loss on assets held for sale fair value adjustment		8,801			-
Depreciation		236			341
Amortization of other intangible assets		1,843			1,899
Goodwill and intangible impairment loss		-			-
Operating loss from discontinued operations		(10,116	)		(383	)
Interest income		(146	)		-
Loss from discontinued operations before income taxes		(9,970	)		(383	)
Income tax benefit		(2,453	)		(98	)
Loss from discontinued operations	$	(7,517	)	$	(285	)

The following table summarizes the carrying amounts of assets and liabilities classified as held for sale and included in the Consolidated Balance Sheets:

	December 31,
	2024
Current assets
Cash	$	2,783
Inventories, net		5,813
Other current assets		2,874
Current assets held for sale		11,470

Noncurrent assets
Right of use assets		51
Other intangible assets, net		12,609
Allowance to adjust held for sale assets to fair value		(8,801	)
Noncurrent assets held for sale		3,859
Total assets held for sale	$	15,329

Current liabilities
Accounts payable	$	532
Accrued liabilities		1,517
Current liabilities held for sale		2,049

Noncurrent liabilities
Lease liabilities		-
Noncurrent liabilities held for sale		-
Total liabilities held for sale	$	2,049

Note 4 - Joint Venture Agreement

12 Months Ended

Dec. 31, 2025

Joint Venture Formation [Text Block]

Note 4. Joint Venture Agreement

In September 2024, a wholly-owned subsidiary of the Company invested $0.8 million to acquire a 50% ownership interest in ALP Supply Co., LLC ("ALP"). Additionally, the Company has provided ALP with a $10.0 million line of credit. ALP is a joint venture established between the subsidiary and Last Country Ventures, LLC for the purpose of selling and distributing tobacco-free moist nicotine pouches in various strengths. Per the joint venture agreement, the Company's subsidiary will be responsible for selling products to ALP and providing warehousing and shipping services on its behalf. The Company has determined that ALP is a VIE and that it has a controlling financial interest requiring consolidation. As a result, the assets, liabilities and result of operations of ALP have been included in the Company's consolidated financial statements.

The assets and liabilities of ALP included in the consolidated balance sheet at December 31, 2025, primarily include $28.1 million in cash, $2.3 million in accounts receivable, $4.6 million of inventory, $5.1 million of other assets, $0.1 million of property, plant and equipment, and accounts payable and accrued liabilities of $18.1 million inclusive amounts payable to the Company of $8.1 million. The assets and liabilities of ALP included in the consolidated balance sheet at December 31, 2024 primarily included $5.3 million in cash, $0.9 million of inventory, $1.1 million of other assets, and accounts payable and accrued liabilities of $3.6 million inclusive of amounts payable to the Company of $3.2 million.

The entire disclosure for joint venture formation.

+ References + Details

Note 5 - Derivative Instruments

12 Months Ended

Dec. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Note 5. Derivative Instruments

Foreign Currency

The Company’s policy is to manage the risks associated with foreign exchange rate movements. The policy allows hedging up to 100% of its anticipated purchases of inventory over a forward period that will not exceed 12 rolling and consecutive months. The Company may, from time to time, hedge currency for non-inventory purchases, e.g., production equipment, not to exceed 100% of the purchase price. During 2025, the Company did not execute any foreign currency contracts. During 2024, the Company executed various foreign exchange contracts which met hedge accounting requirements for the purchase of €3.6 million and sale of €3.6 million.

At December 31, 2025, the Company had no foreign currency contracts outstanding. At December 31, 2024, the Company had foreign currency contracts outstanding for the purchase of €2.1 million and sale of €2.1 million. The fair value of the foreign currency contracts at December 31, 2024, resulted in an asset of $0.0 million included in Other current assets and a liability of $0.1 million included in Accrued liabilities. A $0.1 million gain, $0.2 million gain and $0.9 million loss were reclassified from Accumulated other comprehensive loss to Cost of sales for the years ended December 31, 2025, 2024 and 2023, respectively.

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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Note 6 - Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Text Block]

Note 6. Fair Value of Financial Instruments

The estimated fair value amounts have been determined by the Company using the methods and assumptions described below. However, considerable judgment is required to interpret market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash and Cash Equivalents

Cash and cash equivalents are, by definition, short-term. Thus, the carrying amount is a reasonable estimate of fair value.

Accounts Receivable

The fair value of accounts receivable approximates their carrying value due to their short-term nature.

Long-Term Debt

The Company's 2032 Notes bear interest at a rate of 7.625% per year. As of December 31, 2025, the fair value approximated $313.8 million, with a carrying value of $300.0 million.

The Company’s 2026 Notes were retired at par on February 20, 2025. As of December 31, 2024, the fair value of the 2026 Notes approximated $251.2 million, with a carrying value of $250.0 million.

See Note 14, “Notes Payable and Long-Term Debt” for further information regarding the Company’s long-term debt.

Foreign Currency

The fair value of the Company’s foreign currency contracts are based upon quoted market prices for similar instruments, thus leading to a Level 2 classification within the fair value hierarchy. See Note 5, "Derivative Instruments", for further information regarding the Company's foreign currency contracts.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Note 7 - Inventories

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Text Block]

Note 7. Inventories

The components of inventories, net are as follows:

	*December 31,*		*December 31,*
	*2025*		*2024*
Raw materials and work in process	$	9,715	$	7,699
Leaf tobacco		43,747		35,622
Finished goods - Zig-Zag products		33,276		38,042
Finished goods - Stoker’s products		18,361		12,966
Other		2,890		1,924
Inventories	$	107,989	$	96,253

The following represents the activity in the inventory valuation allowance for the years ended December 31:

	*2025*			*2024*			*2023*
Balance at beginning of period	$	(17,575	)	$	(16,927	)	$	(772	)
Charged to cost and expense		(1,229	)		(648	)		(17,370	)
Deductions for inventory disposed		2,139			-			1,215
Balance at end of period	$	(16,665	)	$	(17,575	)	$	(16,927	)

In December 2023, a third-party warehouse in Tennessee used by the Company incurred significant tornado damage resulting in damage to the leaf tobacco. As a result, the Company recorded a $15.2 million inventory reserve related to its leaf tobacco inventory, which is included in Other operating income, net in the Consolidated Statement of Income for the year ended December 31, 2023. The leaf tobacco inventory is covered by the Company’s stock throughput insurance policy and the Company believes the inventory loss is probable of being fully recovered under the policy. As a result, the Company recorded a $15.2 million insurance recovery receivable which is included in Other current assets in the Consolidated Balance Sheets.

In 2022, the Company determined that the incorrect weight had been used in calculating the amount of federal excise tax assessed and paid on its imported MYO cigar wraps during the years 2019 - 2021. As a result, the Company filed a refund claim for $1.7 million with the Alcohol and Tobacco Tax and Trade Bureau for the overpayment of federal excise taxes, which was approved and paid in 2024. This refund is presented in Other operating income, net on the Company’s Consolidated Statements of Income for the year ended December 31, 2023.

Note 8 - Other Current Assets

12 Months Ended

Dec. 31, 2025

Other Current Assets [Text Block]

Note 8. Other Current Assets

Other current assets consists of:

	*December 31,*		*December 31,*
	*2025*		*2024*
Inventory deposits	$	28,721	$	5,981
Prepaid taxes		7,381		3,586
Insurance recovery receivable		15,181		15,181
Other		9,392		9,952
Total	$	60,675	$	34,700

Note 9 - Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment Disclosure [Text Block]

Note 9. Property, Plant and Equipment, Net

Property, plant and equipment consists of:

	*December 31,*			*December 31,*
	*2025*			*2024*
Land	$	22		$	22
Buildings and improvements		3,839			4,216
Leasehold improvements		8,667			7,983
Machinery and equipment		41,475			31,207
Furniture and fixtures		5,460			4,723
Gross property, plant and equipment		59,463			48,151
Accumulated depreciation		(23,216	)		(21,814	)
Property, plant and equipment, net	$	36,247		$	26,337

Note 10 - Deferred Financing Costs, Net

12 Months Ended

Dec. 31, 2025

Deferred Financing Costs [Text Block]

Note 10. Deferred Financing Costs, Net

Deferred financing costs consist of:

	*December 31,*		*December 31,*
	*2025*		*2024*
Deferred financing costs, net of accumulated amortization of $1.4 million and $0.7 million, respectively	$	1,180	$	1,823

Note 11 - Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Text Block]

Note 11. Goodwill and Other Intangible Assets

The following table summarizes goodwill by segment:

	*Zig-Zag*			*Stoker’s*		*Total*
Balance as of December 31, 2023	$	103,660		$	32,590	$	136,250

Cumulative translation adjustment		(318	)		-		(318	)
Balance as of December 31, 2024	$	103,342		$	32,590	$	135,932

Cumulative translation adjustment		165			-		165
Balance as of December 31, 2025	$	103,507		$	32,590	$	136,097

The Company tests goodwill for impairment annually as of December 31, or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value. The Company performed a qualitative assessment in evaluating its Zig-Zag and Stoker’s reporting units for impairment as of December 31, 2025.

For the qualitative assessment, the Company considered macro and micro-economic indicators, changes in costs, overall financial performance and other relevant entity-specific events and noted no indications of impairment. The Company also considered the significant excess of fair values over carrying values as determined in the 2024 quantitative assessment. The underlying assumptions utilized during the 2024 quantitative assessment remained sufficiently similar in 2025 and in line with Company projections. Accordingly, such underlying assumptions on which the previous fair values were based had not sufficiently changed from 2024 to suggest a material difference in the 2025 fair value assessments and thus indicated that the fair values of the reporting units as of December 31, 2025 remained above their carrying amounts.

In 2024, the Company performed a quantitative assessment in evaluating its Zig-Zag and Stoker's reporting units. As part of that assessment, the Company used a discounted cash flow model (income approach) utilizing Level 3 unobservable inputs. The Company’s significant assumptions for the discount cash flow model include, but are not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The Company believes the current assumptions and estimates utilized in the discounted cash flow model are both reasonable and appropriate. The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met or if discount rates change, the Company may have to record impairment charges in future periods. Based on the analysis performed, the Company concluded that no impairment exists for its Zig-Zag or Stoker's reporting units as of December 31, 2024.

The following tables summarize information about the Company’s other intangible assets. Gross carrying amounts of indefinite-lived intangible assets are shown below:

	*December 31, 2025*						*December 31, 2024*
	*Zig-Zag*		*Stoker’s*		*Total*		*Zig-Zag*		*Stoker’s*		*Total*
Indefinite-lived intangible assets:
Trade names	$	-	$	8,500	$	8,500	$	-	$	8,500	$	8,500
Formulas		42,245		53		42,298		42,245		53		42,298
Total	$	42,245	$	8,553	$	50,798	$	42,245	$	8,553	$	50,798

In 2025, the Company performed a qualitative assessment of its indefinite-lived intangible assets. As part of this assessment, the Company evaluated whether indicators of impairment were present by considering macro and micro-economic factors, along with market and other relevant company-specific events and determined that there were no indications of impairment as of December 31, 2025.

In 2024, the Company performed a quantitative assessment of its indefinite-lived intangible assets and noted no indicators of impairment as of December 31, 2024. The Company’s fair value methodology for the quantitative assessment is primarily based on the relief from royalty approach. Significant assumptions in this approach include, but are not limited to, projected revenue, the weighted average cost of capital and royalty rate.

Amortized intangible assets consists of:

	*Zig-Zag*								*Stoker’s*
	*December 31,*				*December 31,*				*December 31,*				*December 31,*
	*2025*				*2024*				*2025*				*2024*
	*Gross*		*Accumulated*		*Gross*		*Accumulated*		*Gross*		*Accumulated*		*Gross*		*Accumulated*
	*Carrying*		*Amortization*		*Carrying*		*Amortization*		*Carrying*		*Amortization*		*Carrying*		*Amortization*
Amortized intangible assets:
Trade names (useful life of 15 years)	$	446	$	80	$	437	$	45	$	2,372	$	949	$	2,372	$	791
Formulas (useful life of 15 years)		9,972		1,994		9,972		1,330		-		-		-		-
Master distribution agreement (useful life of 15 years)		5,489		2,011		5,489		1,648		-		-		-		-
Total	$	15,907	$	4,085	$	15,898	$	3,023	$	2,372	$	949	$	2,372	$	791

Annual amortization expense for the next five years is estimated to be approximately $1.2 million for 2026 and $4.8 million for 2027 through 2030, assuming no additional transactions occur that require the amortization of intangible assets.

Note 12 - Other Assets

12 Months Ended

Dec. 31, 2025

Investments and Other Noncurrent Assets [Text Block]

Note 12. Other Assets

Other assets consists of:

	*December 31,*		*December 31,*
	*2025*		*2024*
Non-marketable equity investments	$	7,833	$	1,231
Debt security investment		5,633		6,276
Capitalized software		10,133		7,409
Captive investments - available-for-sale marketable securities		14,938		5,487
Option agreements		25,963		-
Other		167		259
Total	$	64,667	$	20,662

Non-Marketable Equity Investments and Option Agreements

The Company records its non-marketable equity investments without a readily determinable fair value, that are not accounted for under the equity method, at cost, with adjustments for impairment and observable price changes. Should assumptions underlying the determination of the fair values of the Company’s non-marketable equity and debt security investments change, it could result in material future impairment charges.

In December 2018, the Company acquired a minority interest in General Wireless Operations, Inc. (“GWO”) from SG Gaming LLC for $0.4 million. GWO is majority owned by Standard General, LP. On January 2, 2025, the Company contributed 100% of its interest in SBB, the subsidiary that owned and operated the Company’s former CDS reportable segment, to GWO in exchange for a 49% equity interest. The Company established RSH Trust, which is managed by an independent trustee that votes our interests in GWO in accordance with GWO's board's recommendation, to hold its interest in GWO, and GWO is controlled by Standard General, L.P. The trust also has a purchase option with a 15-year term to acquire the remaining 51% equity interest in GWO. The purchase option includes an initial exercise price of $22.0 million, which may decrease over time based on certain tax sharing payments to Standard General, LP. As a result of this transaction, the Company determined that it no longer has a controlling financial interest in SBB and, as a result, deconsolidated SBB on January 2, 2025, and accounts for its interest in GWO under the equity method of accounting. On January 2, 2025, the Company contributed net assets valued at $13.3 million to GWO as part of the transaction, inclusive of common shares for an amount of $7.7 million and freestanding instruments for an amount of $5.5 million recognized through the caption "Option agreements". Fair value of the Company's interest in GWO was determined utilizing the market approach and the income approach in the form of the discount cash flow method. The results of GWO are recognized through the caption "(income) losses from equity method investments" in the consolidated statements of income. On August 8, 2025, SBB acquired a distribution business. In connection with this acquisition, Turning Point Brands Canada purchased an option from SBB to acquire the distribution business for fair market value less the option price. The option becomes exercisable in March 2027. The option price is approximately $20.0 million with approximately $8.0 million paid at execution of the option and the remaining paid quarterly over 18 months beginning in February 2026. There is approximately $20.4 million in other assets, $8.0 million paid at closing, $8.3 million in accrued liabilities, and $4.1 million in other long-term liabilities as of December 31, 2025. Turning Point Brands Canada charged a fee to the distribution business in 2025. The agreement was terminated in the fourth quarter.

In August 2025, the Company and Standard General, LP amended the GWO purchase option held by the Company, delaying the Company's ability to exercise the purchase option until August 2027.

In January 2024, the Company invested $0.8 million to acquire an 18.7% stake in Teaza Energy, LLC (“Teaza”). Teaza is an innovative brand of flavorful oral pouch products that can be dipped or sipped, designed as a health-conscious alternative to high energy drinks and other conventional oral stimulants. The investment was comprised of $0.5 million in cash and a $0.3 million payable to be offset against the Company’s allocated portion of future profit distributions. The Company also has the option to purchase, at fair value, up to 100% of the equity interest from February 1, 2025 through June 30, 2026. The Company accounts for its investment in Teaza using the equity method of accounting.

Debt Security Investments

In July 2021, the Company invested $8.0 million in Old Pal Holding Company, LLC (“Old Pal”), with an additional $1.0 million invested in July 2022. The Company invested in the form of a convertible note which includes additional follow-on investment rights. Interest on the convertible note is payable annually in arrears in July of each year. Accrued interest of $1.1 million was rolled into the convertible note between 2022 and 2025, resulting in a total investment of $10.1 million. Old Pal is a leading brand in the cannabis lifestyle space that operates a non-plant touching licensing model. The convertible note bears an interest rate of 3.0% per year and matures July 31, 2027. Interest and principal not paid to date are receivable at maturity. Old Pal has the option to extend the maturity date of the convertible note in one-year increments. The interest rate is subject to change based on Old Pal reaching certain sales thresholds. The weighted average interest rate on the convertible note was 3.0% as of December 31, 2025 and 2024. Old Pal has the option to convert the note into shares once sales reach a certain threshold. The conditions required to allow Old Pal to convert the note were not met as of December 31, 2025. Additionally, the Company has the right to convert the note into shares at any time. The Company has classified the debt security with Old Pal as available for sale. The Company reports interest income on available for sale debt securities in interest income in our Consolidated Statements of Income. The Company performs a qualitative assessment on a quarterly basis to determine if the fair value of the investment could be less than the amortized cost basis. In addition, the Company utilizes a third-party to perform a quantitative assessment to determine fair value using a Monte Carlo simulation (Level 3) when indicated, and at least bi-annually. Based upon a quantitative fair value assessment, the Company determined the fair value to be $6.5 million, $6.4 million and $6.9 million as of December 31, 2025, 2024 and 2023, respectively. The Company recorded an allowance for credit losses of $0.9 million, $0.8 million and $1.3 million included in investment loss for the years ended December 31, 2025, 2024 and 2023, respectively. The Company has recorded an accrued interest receivable of $0.1 million and $0.1 million at December 31, 2025 and 2024, respectively, in Other current assets on our Consolidated Balance Sheets.

In April 2021, the Company invested in Docklight Brands, Inc. (“Docklight”). In 2023, based on Docklight’s financial results, a decline in the revenue multiples for comparable public companies, and a significant change in Docklight’s business model, the Company deemed the investment in Docklight fully impaired resulting in a loss of $8.7 million which was recorded in investment (gain) loss for the year ended December 31, 2023. Fair value was determined using a valuation derived from relevant revenue multiples (Level 3). There were no purchases of inventory from, or amounts payable to Docklight Brands, Inc. at December 31, 2025 and 2024.

In October 2020, the Company acquired a 20% stake in Wild Hempettes, LLC (“Wild Hempettes”). In 2023, based on Wild Hempettes' financial results, the Company deemed its investment in Wild Hempettes to be impaired resulting in a $2.2 million impairment charge included in investment loss for the year ended December 31, 2023. Fair value for the Company’s share of investment in Wild Hempettes was determined using a valuation derived from relevant revenue multiples (Level 3). In 2024, the Company reached an agreement to return its 20% equity stake to Wild Hempettes for no consideration resulting in an impairment charge of $0.3 million recorded in investment (gain) loss for the year ended December 31, 2024. The Company accounted for its 20% share of Wild Hempettes using the equity method of accounting. There were no purchases of inventory from, or amounts payable to Wild Hempettes at December 31, 2025 and 2024.

In October 2020, the Company invested in BOMANI Cold Buzz, LLC (“Bomani”). In 2024, due to market conditions in the cold brew, alcohol-infused caffeinated beverages industry, the Company has determined that the fair value of Bomani is zero, and thus recorded a $1.8 million impairment which is included in investment (gain) loss for the year ended December 31, 2024. There were no purchases of inventory from, or amounts payable to Bomani at December 31, 2025 and 2024.

Captive Investments - Available-for-Sale Marketable Securities

In December 2023, the Company formed a captive insurance company, Interchange, IC, incorporated in the District of Columbia, to write a portion of its insurance coverage, including with respect to general product, and officer and director liability coverages under deductible reinsurance policies. Interchange, IC is a fully licensed captive insurance company holding a certificate of authority from the District of Columbia Department of Insurance, Securities and Banking. Interchange, IC is consolidated in the Company’s financial statements. During 2025, Interchange IC received approval from the District of Columbia Department of Insurance, Securities and Banking to operate as a group captive. On July 14, 2025, a third-party investor subscribed $11.0 million for an interest in Interchange IC’s parent company, which contributed the investment to Interchange IC. Insurance reserves were $0.4 million and $0.0 for December 31, 2025 and 2024, respectively. As of December 31, 2025, no policy has been underwritten for the benefit of the third-party investor. The group captive will write policies for both companies. The Company will continue to control and consolidate the entity.

The investments held within the captive are not available for operating activities and are carried at fair value on the consolidated balance sheet. They consist of money market, stocks, corporate bonds, government securities and real estate investment trusts. The Company believes any investments held with gross unrealized losses to be temporary and not the result of credit risk.

The Company’s captive investments are summarized in the following table (excludes money market funds):

	*As of December 31, 2025*							*As of December 31, 2024*
	*Amortized Cost*		*Gross Unrealized Gains (Losses)*			*Estimated Fair Value*		*Amortized Cost*		*Gross Unrealized Gains (Losses)*			*Estimated Fair Value*
Stocks	$	1,118	$	447		$	1,565	$	1,517	$	9		$	1,526
Exchange traded funds		5,338		(16	)		5,322		1,189		(5	)		1,184
Corporate Bonds		2,837		33			2,870		2,383		50			2,433
Real estate investment trusts		377		(5	)		372		343		1			344
Mutual funds		4,809		-			4,809		-		-			-
Total	$	14,479	$	459		$	14,938	$	5,432	$	55		$	5,487

The following table summarizes the fair value of the Company's captive investments by contractual maturity:

	*As of*
	*December 31, 2025*
Due within one year	$	1,973
Due in one to five years		897
Stocks, real estate investment trusts, mutual funds and exchange traded funds		12,068
Total investments at fair value	$	14,938

Note 13 - Accrued Liabilities

12 Months Ended

Dec. 31, 2025

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note 13. Accrued Liabilities

Accrued liabilities consists of:

	*December 31,*		*December 31,*
	*2025*		*2024*
Accrued payroll and related items	$	13,788	$	9,564
Customer returns and allowances		5,942		5,160
Taxes payable		3,257		358
Lease liabilities		4,641		3,121
Accrued interest		6,734		5,473
Option agreement		7,448		-
Other		12,777		7,420
Total	$	54,587	$	31,096

Note 14 - Notes Payable and Long-term Debt

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Text Block]

Note 14. Notes Payable and Long-Term Debt

Notes payable and long-term debt consists of the following in order of preference:

	*December 31,*			*December 31,*
	*2025*			*2024*
2032 Notes	$	300,000		$	-
2026 Notes		-			250,000
Gross notes payable and long-term debt		300,000			250,000
Less deferred financing costs		(6,375	)		(1,396	)
Notes payable and long-term debt	$	293,625		$	248,604

The components of interest expense, net consists of the following:

	*For the years ended December 31,*
	*2025*			*2024*			*2023*
Interest expense	$	25,386		$	18,526		$	21,028
Interest income		(7,920	)		(4,543	)		(6,383	)
Interest expense, net	$	17,466		$	13,983		$	14,645

2032 Notes

On February 19, 2025, the Company entered into an indenture relating to the issuance and sale of $300.0 million aggregate principal amount of its 7.625% Senior Secured Notes due 2032 (the “2032 Notes”), by and among the Company, the guarantors party thereto and GLAS Trust Company LLC, as trustee and notes collateral agent. The 2032 Notes incur interest at a rate of 7.625%, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2025. Proceeds from the offering were approximately $293.0 million and were used to redeem the 2026 Notes (as defined below) and for general corporate purposes.

The 2032 Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by certain existing and future wholly-owned domestic subsidiaries of the Company (collectively, the “Guarantors” as defined in the indenture governing the 2032 Notes or the “2032 Notes Indenture”). The 2032 Notes and the related guarantees are secured by first-priority liens on substantially all of the existing and future assets of the Company and the Guarantors that do not secure the 2023 ABL Facility (as defined below), subject to certain exceptions. The 2032 Notes Indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to: (i) grant or incur liens; (ii) incur, assume or guarantee additional indebtedness; (iii) sell or otherwise dispose of assets, including capital stock of subsidiaries; (iv) make certain investments; (v) pay dividends, make distributions or redeem or repurchase capital stock; (vi) engage in certain transactions with affiliates; and (vii) consolidate or merge with or into, or sell substantially all of our assets to another entity. These covenants are subject to several limitations and exceptions set forth in the 2032 Notes Indenture. For instance, the Company is generally permitted to make restricted payments, including the payment of dividends to shareholders, provided that, at the time of payment, or as a result of payment, the Company is not in default on its covenants; however, there are earnings and market capitalization requirements that if not met could limit the aggregate amount of quarterly dividends payable during a fiscal year. The 2032 Notes Indenture provides for customary events of default. The Company was compliance with all covenants under the 2032 Notes as of December 31, 2025.

The Company incurred debt issuance costs attributable to the 2032 Notes of $7.3 million which are amortized to interest expense using the straight-line method over the expected life of the 2032 Notes.

2026 Notes

On February 11, 2021, the Company closed a private offering ("the Offering") of $250.0 million aggregate principal amount of its 5.625% senior secured notes due 2026 (the “2026 Notes”). The 2026 Notes incurred interest at a rate of 5.625%, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2021. The Company used the proceeds from the offering (i) to repay all obligations under and terminate the 2018 First Lien Credit Facility, (ii) to pay related fees, costs and expenses and (iii) for general corporate purposes.

Obligations under the 2026 Notes were guaranteed by the Company’s existing and future wholly-owned domestic subsidiaries that guaranteed any credit facility (as defined in the indenture governing the 2026 Notes) or capital markets debt securities of the Company or Guarantors in excess of $15.0 million. The 2026 Notes and the related guarantees were secured by first-priority liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.

On February 20, 2025 (the “Redemption Date”), the Company used a portion of the proceeds from the issuance and sale of the 2032 Notes to redeem all $250.0 million of its outstanding 2026 Notes at a redemption price equal to 100% of the aggregate principal amount of the 2026 Notes, plus accrued and unpaid interest thereon to, but excluding the Redemption Date. Upon redemption of the 2026 Notes, the indenture governing the 2026 Notes was satisfied and discharged in accordance with its terms.

The Company incurred debt issuance costs attributable to the issuance of the 2026 Notes of $6.4 million, with the remaining $1.2 million written off to loss on debt extinguishment upon redemption of the 2026 Notes.

2021 Revolving Credit Facility

In connection with the Offering, the Company also entered into a $25.0 million senior secured revolving credit facility (the “2021 Revolving Credit Facility”) with the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent. On May 10, 2023, the Company and certain of its subsidiaries, as guarantors, entered into an amendment (the “Amendment”) to the 2021 Revolving Credit Facility (as amended, the “Amended Revolving Credit Facility”). The Amendment included certain modifications to the 2021 Revolving Credit Facility relating to the replacement of the London Inter-Bank Offered Rate with a Secured Overnight Financing Rate (“SOFR”) as the interest rate benchmark under the 2021 Revolving Credit Facility and adjusted certain other provisions to reflect current documentation standards and other agreed modifications.

On November 7, 2023, in connection with the entry by a subsidiary of the Company into a new asset-backed revolving credit facility, the Company terminated the Amended Revolving Credit Facility. See “2023 ABL Facility” below.

The Company incurred debt issuance costs attributable to the issuance of the Amended Revolving Credit Facility of $0.5 million, with a remaining $0.2 million written off to gain on debt extinguishment upon termination of the facility in 2023.

2023 ABL Facility

On November 7, 2023, TPB Specialty Finance, LLC, a wholly-owned subsidiary of the Company (the “ABL Borrower”), entered into a new $75.0 million asset-backed revolving credit facility (the “2023 ABL Facility”), with the several lenders thereunder, and Barclays Bank PLC, as administrative agent (the “Administrative Agent”) and as collateral agent and First-Citizens Bank & Trust Company as additional collateral agent (the “Additional Collateral Agent”). Under the 2023 ABL Facility, the ABL Borrower may draw up to $75.0 million under revolving credit loans and last-in, last-out (“LILO”) loans. The 2023 ABL Facility includes a $40.0 million accordion feature. In connection with the 2023 ABL Facility, the Company contributed certain existing inventory to the ABL Borrower. The 2023 ABL Facility is secured on a first-priority basis (subject to customary exceptions) by all assets of the ABL Borrower.

The 2023 ABL Facility contains customary borrowing conditions including a borrowing base equal to the sum of (a) the lesser of (1) 85% of the lower of (A) the market value (on a first in first out basis) of the sum of eligible inventory, plus eligible in-transit inventory of the ABL Borrower and (B) 85% of the cost of the sum of eligible inventory, plus eligible in-transit inventory of the ABL Borrower and (2) 85% of the net orderly liquidation value (“NOLV”) percentage of the lower of (1)(A) or (1)(B); plus (b) 85% of the face value of all eligible accounts of the ABL Borrower minus (c) the amount of all eligible reserves. The 2023 ABL Facility also includes a LILO borrowing base equal to the sum of (a) the lesser of: (1) 10% of the lower of (A) the market value (on a first in first out basis) of the sum of eligible inventory, plus eligible in-transit inventory of the ABL Borrower and (B) the cost of the sum of eligible inventory, plus eligible in-transit inventory and (2) 10% of the NOLV percentage of the lower of (1)(A) or (1)(B); plus (b) 10% of the face amount of eligible account; minus (c) the amount of all eligible reserves.

Amounts borrowed under the 2023 ABL Facility are subject to an interest rate margin per annum equal to (a) from and after the closing date until the last day of the first full fiscal quarter ended after the closing date, (i) 1.25% per annum, in the case base rate loans, and (ii) 2.25% per annum, in the case of revolving credit loans that are SOFR Loans, (b)(i) 2.25% per annum, in the case of LILO loans that are base rate loans, and (ii) 3.25% per annum, in the case of LILO loans that are SOFR loans, (c) on the first day of each fiscal quarter, the applicable interest rate margins will be determined from the pricing grid below based upon the historical excess availability for the most recent fiscal quarter ended immediately prior to the relevant date, as calculated by the Administrative Agent.

		Applicable Margin			Applicable Margin
Level	Historical Excess Availability	for SOFR Loans			or Base Rate Loans
I	Greater than or equal to 66.66%		1.75	%		0.75	%
II	Less than 66.66%, but greater than or equal to 33.33%		2.00	%		1.00	%
III	Less than 33.33%		2.25	%		1.25	%

The 2023 ABL Facility also requires the Company and its restricted subsidiaries to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 as of the end of any four consecutive fiscal quarters if excess availability shall be less than the greater of (a) 12.5% of the line cap and (b) $9.4 million, at any time and continuing until excess availability is equal to or exceeds the greater of (i) 12.5% of the line and (ii) $9.4 million for thirty (30) consecutive calendar days; provided that such $9.4 million level shall automatically increase in proportion to the amount of any increase in the aggregate revolving credit commitments thereunder in connection with any incremental facility.

The 2023 ABL Facility shall mature on the earlier of (x) November 7, 2027 and (y) the date that is 91 days prior to the maturity date of any material debt of the ABL Borrower or the Company or any of its restricted subsidiaries (subject to customary extensions agreed by the lenders thereunder); provided that clause (y) shall not apply to the extent that on any applicable date of determination (on any date prior to the date set forth in clause (y)), (A) the sum of (x) cash that is held in escrow for the repayment of such material debt pursuant to arrangements satisfactory to the Administrative Agent, (y) cash that is held in accounts with the Administrative Agent and/or the Additional Collateral Agent, plus (z) excess availability, is sufficient to repay such material debt and (B) the ABL Borrower has excess availability of at least $15.0 million after giving effect to such repayment of material debt, including any borrowings under the commitments in connection therewith.

The Company has not drawn any borrowings under the 2023 ABL Facility but has letters of credit of approximately $2.3 million outstanding under the facility and has an available balance of $65.8 million based on the borrowing base as of December 31, 2025.

The Company incurred debt issuance costs attributable to the 2023 ABL Facility of $2.6 million which are amortized to interest expense using the straight-line method over the expected life of the 2023 ABL Facility.

Convertible Senior Notes

In July 2019, the Company closed an offering of $172.5 million in aggregate principal amount of its 2.50% convertible senior notes due July 15, 2024 (the “Convertible Senior Notes”). The Convertible Senior Notes were senior unsecured obligations of the Company and the remaining outstanding balance of $118.5 million was retired with cash on July 15, 2024.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (g)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Note 15 - Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Text Block]

Note 15. Income Taxes

The components of income before provisions for income taxes for year ended December 31, 2025, as required by ASU 2023-09 is as follows:

	2025
Domestic		80,974
Foreign		2,169
Total		83,143

Income tax expense (benefit) for the years ended December 31 consists of the following components:

	*2025*						*2024*						*2023*
	*Current*		*Deferred*		*Total*		*Current*		*Deferred*		*Total*		*Current*			*Deferred*		*Total*
Federal	$	5,048	$	7,822	$	12,870	$	14,005	$	240	$	14,245	$	13,404		$	4,091	$	17,495
State and Local		922		1,109		2,031		2,405		279		2,684		3,587			2,166		5,753
Foreign		90		-		90		-		-		-		(16	)		767		751
Total	$	6,060	$	8,931	$	14,991	$	16,410	$	519	$	16,929	$	16,975		$	7,024	$	23,999

Deferred tax assets and liabilities consists of:

	*December 31,*					*December 31,*
	*2025*					*2024*
	*Assets*			*Liabilities*		*Assets*			*Liabilities*
Inventory	$	4,363		$	-	$	4,802		$	-
Property, plant, and equipment		-			3,188		-			3,433
Goodwill and other intangible assets		-			11,204		-			3,549
Foreign NOL carryforward		1,218			-		1,505			-
State NOL carryforward		2,211			-		2,339			-
Unrealized loss on investments		3,868			91		3,846			-
Leases		3,928			3,706		3,278			3,004
Stock compensation		4,116			-		4,306			-
Insurance receivable		-			3,689		-			3,728
Capital loss carryforward		4,071			-		4,108			-
Other		4,241			3,056		5,117			2,006
Gross deferred income taxes		28,016			24,934		29,301			15,720
Valuation allowance		(11,371	)		-		(12,586	)		-
Net deferred income taxes	$	16,645		$	24,934	$	16,715		$	15,720

At December 31, 2025, the Company had state net operating loss (“NOL”) carryforwards for income tax purposes of approximately $22.2 million, which expire between 2034 and 2045, $27.6 million of which has an indefinite carryforward period. The Company has determined that, at December 31, 2025 and 2024 its ability to realize future benefits of its state NOL carryforwards does not meet the “more likely than not” criteria in ASC 740, Income Taxes. Therefore, a valuation allowance for state NOL carryforwards of $2.4 million and $3.1 million has been recorded at December 2025 and 2024, respectively. The Company has determined that at December 31, 2025 and 2024, its ability to realize future benefits of its capital loss carryforward, unrealized loss on investments and foreign NOL carryforwards do not meet the “more likely than not” criteria in ASC 740, Income Taxes. Therefore, a valuation allowance for capital loss carryforward of $4.1 million, unrealized loss on investments of $3.1 million and foreign NOL carryforwards of $1.4 million has been recorded at December 31, 2025 and a valuation allowance for capital loss carryforward of $4.1 million, unrealized loss on investments of $3.1 million and foreign NOL carryforwards of $1.8 million has been recorded as of December 31, 2024.

ASC 740-10-25 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company has determined that they did not have any uncertain tax positions requiring recognition as a result of the provisions of ASC 740-10-25. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions as part of interest expense. For the years ended December 31, 2025, 2024, and 2023, no estimated interest or penalties were recognized for the uncertainty of tax positions taken. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In general, the Company is no longer subject to U.S. federal and state tax examinations for years prior to 2022.

In 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Security Act (the “CARES Act”) to provide certain relief as a result of the COVID-19 Pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit (“ERC”). ERC is a refundable tax credit for employers who kept employees on their payroll during the COVID-19 Pandemic. The Company applied for the ERC in 2024.

The Company considered the ERC to be a contingent gain. During the year ended December 31, 2025, the Company received and recorded an employee retention credit totaling $5.5 million, within the “Other income, net” in our Consolidated Statements of Income.

Reconciliation of the federal statutory rate and the effective income tax rate for the year ended December 31, 2025 as required by ASU 2023-09 (see New Accounting Pronouncements caption in Note 2 for more information):

	*2025*
	*Amount*			*Percent*
Federal statutory rate	$	17,460			21.0	%
Foreign tax effects		(320	)		(0.4	)%
State and local income taxes, net of federal benefit (1)		2,159			2.6	%
Effect of cross-boarder tax laws
Global Intangible Low-Taxed Income (GILTI)		210			0.3	%
Non-taxable or non-deductible items
Stock Compensation		(4,229	)		(5.1	)%
Non-deductible compensation		2,552			3.1	%
Other		68			0.1	%
Tax credits
Research and development (R&D) credits		(142	)		(0.2	)%
Foreign tax credits		(72	)		(0.1	)%
Noncontrolling interest in joint venture earnings		(1,938	)		(2.3	)%
Other		(411	)		(0.5	)%
Change in valuation allowance		(346	)		(0.5	)%
Effective income tax rate	$	14,991			18.0	%

(1) State taxes in Tennessee, California, and Michigan made up the majority (greater than 50%) of the tax effect in this category.

Reconciliation of the federal statutory rate and effective income tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09 is as follows:

	2024			2023
Federal statutory rate		21.0	%		21.0	%
Foreign rate differential		(0.1	)%		(0.1	)%
State taxes		3.4	%		4.3	%
Permanent differences		(0.6	)%		(0.1	)%
Other		0.6	%		0.0	%
Valuation allowance		1.8	%		13.6	%
Effective income tax rate		26.1	%		38.7	%

The permanent differences for the years ended December 31, 2025, 2024 and 2023 are not significant in the aggregate.

The amount of cash taxes paid by the Company for the year ended December 31, 2025, as required by ASU 2023-09 is as follows:

	2025
Federal		8,601
State and Local		1,783
Foreign		-
Income taxes, net of amounts refunded		10,384

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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Note 16 - 401(k) Retirement Savings Plan

12 Months Ended

Dec. 31, 2025

Retirement Benefits [Text Block]

Note 16. 401(k) Retirement Savings Plan

The Company sponsors a voluntary 401(k) retirement savings plan. Eligible employees may elect to contribute up to 15% of their annual earnings subject to certain limitations. For the 2025, 2024 and 2023 plan years, the Company contributed 4% to employees who contributed 4% or more of their annual earnings. Employees contributing less than 4% received a 100% match on their contributions. Additionally, for all years presented, the Company made discretionary contributions of 1% to all employees, regardless of an employee’s contribution level. Company contributions to this plan were approximately $1.2 million for 2025, $1.5 million for 2024 and $1.4 million for 2023.

The entire disclosure for retirement benefits.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 17 - Lease Commitments

12 Months Ended

Dec. 31, 2025

Lessee, Operating Leases and Finance Leases [Text Block]

Note 17. Lease Commitments

The Company’s leases consist primarily of leased property for manufacturing, warehouse, corporate offices and retail space as well as vehicle leases. At lease inception, the Company recognizes a lease right of use asset and lease liability calculated as the present value of future minimum lease payments. Some leases may require payment of other components such as taxes, insurance, maintenance and operating expenses. When payments related to these other components are considered fixed, they are included in the determination of the lease liability due to the Company’s election to combine lease and non-lease components and account for them as a single lease component. Otherwise, they are recognized as variable payments, along with variable payments not based on a rate or index, in the period in which the obligation for those payments is incurred.

In general, the Company does not recognize renewal periods within the lease terms as there are no significant barriers to ending the lease at the initial term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term.

The components of lease expense consist of the following:

	*For the year ended December 31,*
	*2025*		*2024*		*2023*
Operating lease cost
Cost of sales	$	473	$	502	$	507
Selling, general and administrative		2,173		1,760		1,756
Variable lease cost		944		1,091		1,161
Short-term lease cost		-		-		24
Total	$	3,590	$	3,353	$	3,448

	*For the year ended December 31,*
	*2025*		*2024*		*2023*
Financing lease cost
Selling, general and administrative	$	1,554	$	860	$	1,164
Interest expense, net		296		173		-
Variable lease cost		-	$	72	$	-
Total	$	1,850	$	1,105	$	1,164

The Company's lease balances consist of the following:

	*December 31,*		*December 31,*
	*2025*		*2024*
Assets:
Right of use assets - Operating	$	6,851	$	8,338
Right of use assets - Financing		7,629		3,272
Total lease assets	$	14,480	$	11,610

Liabilities:
Current lease liabilities - Operating ⁽¹⁾	$	2,111	$	2,011
Current lease liabilities - Financing ⁽¹⁾		2,530		1,110
Long-term lease liabilities - Operating		5,652		7,400
Long-term lease liabilities - Financing		5,056		2,149
Total lease liabilities	$	15,349	$	12,670

⁽¹⁾	Reported within accrued liabilities on the balance sheet

Other information related to the Company's leases consists of the following:

	*December 31,*		*December 31,*
	*2025*		*2024*
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	956	$	1,209
Finance leases	$	5,907	$	1,842

	*As of December 31,*
	*2025*			*2024*
Weighted-average remaining lease term - operating leases (years)		4.2			4.8
Weighted-average discount rate - operating leases		5.86	%		5.65	%
Weighted-average remaining lease term - financing leases (years)		3.3			3.1
Weighted-average discount rate - financing leases		6.53	%		6.64	%

Nearly all the lease contracts for the Company do not provide a readily determinable implicit rate. For these contracts, the Company uses a discount rate that approximates its incremental borrowing rate at the time of the lease commencement.

The following table illustrates the Company's future minimum rental payments for non-cancelable leases as of December 31, 2025:

Year	*Operating*		*Finance*
2026	$	2,511	$	2,948
2027		2,467		2,500
2028		1,158		1,887
2029		1,159		1,080
2030		1,185		-
Years thereafter		427		-
Total lease payments		8,907		8,415
Less: Imputed interest		1,144		829
Present value of lease liabilities	$	7,763	$	7,586

Note 18 - Share Incentive Plans

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Text Block]

Note 18. Share Incentive Plans

On March 22, 2021, the Company’s Board of Directors adopted the Turning Point Brands, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which awards may be granted to employees, non-employee directors, and consultants. In addition, the 2021 Plan provides for the granting of nonqualified stock options to employees of the Company or any subsidiary of the Company. Pursuant to the 2021 Plan, 1,290,000 shares, plus 100,052 shares remaining available for issuance under the 2015 Equity Incentive Plan (the “2015 Plan”), of TPB Common Stock are reserved for issuance as awards to employees, non-employee directors, and consultants as compensation for past or future services or the attainment of certain performance goals. The 2021 Plan is scheduled to terminate on March 21, 2031. The 2021 Plan is administered by the compensation committee (the “Committee”) of the Company’s Board of Directors. The Committee determines the vesting criteria for the awards, with such criteria to be specified in the award agreement. As of December 31, 2025, net of forfeitures, there were 437,024 Restricted Stock Units (“RSUs”), 122,570 options and 94,421 Performance Based Restricted Stock Units (“PRSUs”) granted under the 2021 Plan. There are 736,037 shares available for future grant under the 2021 Plan.

On April 28, 2016, the Board of Directors of the Company adopted the 2015 Plan, pursuant to which awards could have been granted to employees, non-employee directors, and consultants. In addition, the 2015 Plan provided for the granting of nonqualified stock options to employees of the Company or any subsidiary of the Company. Upon adoption of the 2021 Plan, the 2015 Plan was terminated, and the Company determined no additional grants would be made under the 2015 Plan. However, all awards issued under the 2015 Plan that have not been previously terminated or forfeited remain outstanding and continue unaffected. There are no shares available for grant under the 2015 Plan.

Stock option activity for the 2015 and 2021 Plans is summarized below:

				*Weighted*		*Weighted*
	*Stock*			*Average*		*Average*
	*Option*			*Exercise*		*Grant Date*
	*Shares*			*Price*		*Fair Value*
Outstanding, December 31, 2023		656,951		$	29.79	$	9.18

Granted		54,289			27.19		9.21
Exercised		(132,572	)		21.36		6.97
Forfeited		(42,878	)		38.11		11.94
Outstanding, December 31, 2024		535,790		$	30.69	$	9.51

Exercised		(245,855	)		30.76		9.54
Forfeited		(2,643	)		36.11		10.88
Outstanding, December 31, 2025		287,292		$	30.58	$	9.47

Under the 2015 and 2021 Plans, the total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023, was $12.9 million, $2.6 million, and $0.3 million, respectively.

At December 31, 2025, under the 2015 and 2021 Plans, the risk-free interest rate is based on the U.S. Treasury rate for the expected life at the time of grant. The expected volatility is based on the average long-term historical volatilities of peer companies. We intend to continue to consistently use the same group of publicly traded peer companies to determine expected volatility until sufficient information regarding volatility of our share price becomes available or until the selected companies are no longer suitable for this purpose. Due to our limited trading history, we are using the simplified method presented by SEC Staff Accounting Bulletin No. 107 to calculate expected holding periods, which represent the periods of time for which options granted are expected to be outstanding. We will continue to use this method until we have sufficient historical exercise experience to give us confidence in the reliability of our calculations. The fair values of these options were determined using the Black-Scholes option pricing model.

The following table outlines the assumptions for options granted under the 2015 Plan.

	*May 17,*			*March 7,*			*March 20,*			*March 18,*			*February 18,*
	*2017*			*2018*			*2019*			*2020*			*2021*
Number of options granted		93,819			98,100			155,780			155,000			100,000
Options outstanding at December 31, 2025		19,569			31,370			48,880			27,513			39,600
Number exercisable at December 31, 2025		19,569			31,370			48,880			27,513			39,600
Exercise price	$	15.41		$	21.21		$	47.58		$	14.85		$	51.75
Remaining lives		1.38			2.19			3.22			4.22			5.14
Risk free interest rate		1.76	%		2.65	%		2.34	%		0.79	%		0.56	%
Expected volatility		26.92	%		28.76	%		30.95	%		35.72	%		28.69	%
Expected life		6.000			6.000			6.000			6.000			6.000
Dividend yield		-			0.83	%		0.42	%		1.49	%		0.55	%
Fair value at grant date	$	4.60		$	6.37		$	15.63		$	4.41		$	13.77

The following table outlines the assumptions for options granted under the 2021 Plan.

	May 17,			March 14,			April 29,			May 12,			March 11,
	2021			2022			2022			2023			2024
Number of options granted		7,500			100,000			14,827			77,519			54,289
Options outstanding at December 31, 2025		350			14,929			3,273			47,519			54,289
Number exercisable at December 31, 2025		350			14,929			3,273			47,519			54,289
Exercise price	$	45.05		$	30.46		$	31.39		$	20.71		$	27.19
Remaining lives		5.38			6.21			6.33			7.37			8.20
Risk free interest rate		0.84	%		2.10	%		2.92	%		3.41	%		4.06	%
Expected volatility		31.50	%		35.33	%		35.33	%		34.51	%		35.09	%
Expected life		6.000			6.000			6.000			5.186			5.186
Dividend yield		0.63	%		1.01	%		0.98	%		1.61	%		1.26	%
Fair value at grant date	$	13.23		$	10.23		$	11.07		$	6.45		$	9.21

The Company has recorded compensation expense related to the options based on the provisions of ASC 718 under which the fixed portion of such expense is determined as the fair value of the options on the date of grant and amortized over the vesting period. The Company recorded compensation expense related to the options of approximately $0.0 million , $0.5 million and $0.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, the options have been fully expensed with zero remaining.

PRSUs are restricted stock units subject to both performance-based and service-based vesting conditions. The number of shares of TPB Common Stock a recipient will receive upon vesting of a PRSU is calculated by reference to certain performance metrics related to the Company’s performance over a five-year period. PRSUs will vest on the measurement date, which is no more than 65 days after the performance period provided the applicable service and performance conditions are satisfied. At December 31, 2025, there were 273,098 PRSUs outstanding.

The following table outlines the PRSUs granted and outstanding as of December 31, 2025.

	*February 18,*		*March 14,*		*May 4,*		*March 1,*		*April 1,*		*March 1,*
	*2021*		*2022*		*2023*		*2024*		*2024*		*2025*
Number of PRSUs granted		100,000		49,996		133,578		111,321		8,242		41,137
PRSUs outstanding at December 31, 2025		63,340		19,617		67,511		74,899		6,594		41,137
Fair value as of grant date	$	51.75	$	30.46	$	22.25	$	26.52	$	29.12	$	70.34
Remaining lives		-		1.00		-		1.00		1.00		2.00

The Company recorded compensation expense related to the PRSUs of approximately $3.0 million, $3.4 million and $3.0 million in the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023, respectively, based on the probability of achieving the performance condition. Total unrecognized compensation expense related to these awards at December 31, 2025, is $2.2 million, which will be expensed over the service period based on the probability of achieving the performance condition.

RSUs are stock units subject to service-based vesting conditions over one to five years. At December 31, 2025, there are 158,919 RSUs outstanding.

The following table outlines the RSUs granted and outstanding as of December 31, 2025.

	*March 14,*		*April 29,*		*May 5,*		*March 1,*		*April 1,*		*March 3,*		*March 3,*		*May 8,*		*July 14,*
	*2022*		*2022*		*2023*		*2024*		*2024*		*2025*		*2025*		*2025*		*2025*
Number of RSUs granted		50,004		4,522		130,873		105,257		5,495		36,843		14,921		8,464		1,341
RSUs outstanding at December 31, 2025		16,905		1,263		29,007		47,418		3,627		35,973		14,921		8,464		1,341
Fair value as of grant date	$	30.46	$	31.39	$	22.25	$	26.52	$	29.12	$	70.34	$	67.02	$	75.66	$	74.61
Remaining lives		1.00		1.00		0.25		1.25		1.25		2.25		0.25		0.50		2.69

The Company has recorded compensation expense related to the RSUs based on the provisions of ASC 718 under which the fixed portion of such expense is determined as the fair value of the RSUs on the date of grant and amortized over the vesting period. The Company recorded compensation expense related to the RSUs of approximately $3.9 million, $3.3 million and $2.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. Total unrecognized compensation expense related to RSUs at December 31, 2025, is $2.2 million, which will be expensed over 1.6 years.

Note 19 - Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Text Block]

Note 19. Contingencies

On October 9, 2020, a purported stockholder of Turning Point Brands, Inc., Paul-Emile Berteau, filed a complaint in the Delaware Court of Chancery relating to the merger of Standard Diversified, Inc. (“SDI”) with a TPB subsidiary (“Merger Sub”) pursuant to the Agreement and Plan of Merger and Reorganization, dated as of April 7, 2020, by and among TPB, SDI and Merger Sub. The parties attended a mediation in late November 2022 where a settlement was reached. On December 12, 2023, the Court approved the settlement and dismissed the action with prejudice. As of December 31, 2023, the Company recorded a $4.0 million receivable in other current assets, and a corresponding gain on settlement in other income on its Consolidated Statement of Income for the year ended December 31, 2023. These funds were received in January 2024.

Other major tobacco companies are defendants in product liability claims. In a number of these cases, the amounts of punitive and compensatory damages sought are significant and, if such a claim were brought against the Company, could have a material adverse effect on our business and results of operations.

The probable losses, if any, associated with any such lawsuits are not currently reasonably estimable and therefore are not accrued.

Note 20 - Earnings Per Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Text Block]

Note 20. Earnings Per Share

The Company calculates earnings per share using the treasury stock method for its options and non-vested restricted stock units, and the if-converted method for its Convertible Senior Notes.

The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations:

	*December 31, 2025*						*December 31, 2024*								*December 31, 2023*
	*Income (Loss)*		*Shares*		*Per Share*		*Income (Loss)*			*Shares*		*Per Share*			*Income (Loss)*			*Shares*		*Per Share*
Basic EPS:
Numerator
Income from continuing operations less non-controlling interest	$	58,165			$	3.18	$	47,326				$	2.67		$	38,747				$	2.20
Loss from discontinued operations, net of tax		-				-		(7,517	)				(0.43	)		(285	)				(0.01	)
Net income attributable to Turning Point Brands, Inc.	$	58,165			$	3.18	$	39,809				$	2.24		$	38,462				$	2.19

Denominator
Weighted average				18,314,047							17,734,239								17,578,270

Diluted EPS:
Numerator
Income from continuing operations less non-controlling interest	$	58,165					$	47,326							$	38,747
Interest expense related to Convertible Senior Notes, net of tax		-						1,597								2,667
Diluted income from continuing operations	$	58,165			$	3.11	$	48,923				$	2.53		$	41,414				$	2.02
Loss from discontinued operations, net of tax		-				-		(7,517	)				(0.39	)		(285	)				(0.01	)
Diluted net income	$	58,165			$	3.11	$	41,406				$	2.14		$	41,129				$	2.01

Denominator
Basic weighted average				18,314,047							17,734,239								17,578,270
ConvertibleSenior Notes (1)				-							1,192,597								2,533,201
Stock options and restricted stock units (2)				416,588							435,970								355,935
				18,730,635							19,362,806								20,467,406

⁽¹⁾	There were 0.0 million, 0.2 million and 0.2 million outstanding stock options not included in the computation of diluted earnings per share for the years ended December 31, 2025, 2024 and 2023, respectively, because the effect would have been antidilutive.

Note 21 - Segment Information

12 Months Ended

Dec. 31, 2025

Segment Reporting Disclosure [Text Block]

Note 21. Segment Information

In accordance with ASC 280, Segment Reporting, the Company has two reportable segments, Zig-Zag products and Stoker’s products. The Zig-Zag products segment markets and distributes (a) rolling papers, tubes, and related products; (b) finished cigars and MYO cigar wraps; and (c) lighters and other accessories. The Stoker’s products segment (a) manufactures and markets moist snuff, (b) contracts for and markets loose-leaf chewing tobacco products, and (c) FRE, its modern oral product. The Company's products are distributed primarily through wholesale distributors in the U.S. and Canada. Corporate unallocated includes the costs and assets of the Company not assigned to one of the two reportable segments and includes corporate overhead expense, including executive management, finance, legal and information technology salaries, and professional services such as audit, external legal costs and information technology services, as well as costs related to the FDA premarket tobacco product application. The Company did not have any customers that accounted for more than 10% of net sales in 2025. The Company had one customer that accounted for 10.2% of net sales in 2024, of which 54% was in the Stoker's product segment and 46% was in the Zig-Zag products segment in 2024. There were no customers that accounted for more than 10% of net sales in 2023.

The Company’s CODM is its President and Chief Executive Officer and uses segment operating income as the measure of earnings to evaluate the performance of each segment and to make decisions about allocating resources, including employees, property, plant and equipment, as well as financial and capital resources. On a quarterly basis, the CODM reviews segment operating income budget-to-actual variances to assess segment performance and make resource allocation decisions. For both reportable segments, cost of sales is the significant segment expense that is regularly provided to the CODM.

The accounting policies of these segments are the same as those of the Company. Corporate costs are not directly charged to the two reportable segments in the ordinary course of operations.

The tables below present financial information about reportable segments:

	*For the years ended December 31,*
	*2025*			*2024*			*2023*

Net sales
Zig-Zag products	$	178,478		$	192,394		$	180,455
Stoker’s products		284,584			168,266			144,609
Total	$	463,062		$	360,660		$	325,064

Cost of sales
Zig-Zag products	$	82,577		$	85,809		$	79,400
Stoker’s products		116,171			73,286			62,722
Total	$	198,748		$	159,095		$	142,122

Gross profit
Zig-Zag products	$	95,901		$	106,585		$	101,055
Stoker’s products		168,413			94,980			81,887
Total	$	264,314		$	201,565		$	182,942

Other segment items⁽¹⁾
Zig-Zag products	$	36,960		$	39,888		$	32,775
Stoker’s products		59,308			26,708			19,679
Total	$	96,268		$	66,596		$	52,454

Operating income (loss)
Zig-Zag products	$	58,941		$	66,697		$	68,280
Stoker’s products		109,105			68,272			62,208
Total segment operating income		168,046			134,969			130,488
Corporate unallocated ⁽²⁾⁽³⁾		(72,719	)		(54,137	)		(47,528	)
Total	$	95,327		$	80,832		$	82,960

Other income		(6,616	)		-			(4,000	)
Interest expense, net		17,466			13,983			14,645
Investment (gain) loss		(1,060	)		1,968			9,601
(Income) losses from equity investments		1,159			(75	)		2,313
Loss (gain) on extinguishment of debt		1,235			-			(1,664	)

Income from continuing operations before income taxes	$	83,143		$	64,956		$	62,065

Capital expenditures
Zig-Zag products	$	348		$	2,342		$	1,112
Stoker’s products		13,181			2,271			4,595
Total	$	13,529		$	4,613		$	5,707

Depreciation and amortization
Zig-Zag products	$	1,011		$	1,469		$	1,077
Stoker’s products		6,405			4,193			3,041
Total	$	7,416		$	5,662		$	4,118

⁽¹⁾	Includes primarily selling and marketing costs

⁽²⁾	Includes corporate costs that are not allocated to any of the two reportable segments

⁽³⁾ Includes costs related to PMTA of $4.8 million, $3.6 million and $2.1 million in 2025, 2024, and 2023, respectively.

	*December 31,*		*December 31,*
	*2025*		*2024*
Assets
Zig-Zag products	$	256,762	$	224,052
Stoker’s products		268,305		197,038
Assets held for sale		-		15,329
Corporate unallocated ⁽¹⁾		238,683		56,934
Total	$	763,750	$	493,353

⁽¹⁾	Includes assets not assigned to the two reportable segments. All goodwill has been allocated to the reportable segments.

Net Sales: Domestic and Foreign

The following table shows a breakdown of consolidated net sales between domestic and foreign.

	*For the years ended December 31,*
	*2025*		*2024*		*2023*
Domestic	$	427,385	$	330,690	$	294,296
Foreign		35,677		29,970		30,768
Total	$	463,062	$	360,660	$	325,064

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Note 22 - Dividends, Share Issuances and Share Repurchases

12 Months Ended

Dec. 31, 2025

Dividends and Share Repurchases [Text Block]

Note 22. Dividends, Share Issuances and Share Repurchases

The Company currently pays a quarterly cash dividend. Dividends are considered restricted payments under the Senior Secured Notes Indenture. The Company is generally permitted to make restricted payments provided that, at the time of payment, or as a result of payment, the Company is not in default on its covenants; however, there are earnings and market capitalization requirements that if not met could limit the aggregate amount of restricted, quarterly dividends during a fiscal year. During the years ended December 31, 2025, 2024 and 2023, the Company paid cash dividends of $0.30 per common share for $5.5 million, $0.28 per common share for $4.9 million and $0.26 per common share for $4.5 million, respectively.

On February 25, 2020, the Company’s Board of Directors approved a $50.0 million share repurchase program which is intended for opportunistic execution based upon a variety of factors including market dynamics. The program is subject to the ongoing discretion of the Board of Directors. On October 25, 2021, the Board of Directors increased the approved share repurchase program by $30.7 million, and by an additional $24.6 million on February 24, 2022. On November 6, 2024, the Board of Directors of the Company increased the Company’s share repurchase authorization by $77.9 million to an aggregate amount of $100.0 million. On November 4, 2025, the Company's Board of Directors increased the share repurchase authorization by $100.0 million to an aggregate amount of $200.0 million. For the year ended December 31, 2025, there were no repurchases under the share repurchase program. As of December 31, 2025, $200.0 million remains available for share repurchases under the program. The total number of shares repurchased for the year ended December 31, 2024 was 154,945 shares for a total cost of $5.1 million and an average price per share of $32.60. There were no shares repurchased for the year ended December 31, 2023.

The Company entered into an at-the-market offering program (the "ATM Program") on December 13, 2024, with B. Riley Securities Inc. and Barclays Capital Inc. Between August 15, 2025, and September 11, 2025, the Company sold 1,014,262 shares of our Common Stock under the ATM Program at an average selling price of $98.59 per share for gross proceeds of $100.0 million, less underwriter's commission and expenses of approximately $2.5 million, for net proceeds of $97.5 million. The shares were issued from repurchased common stock on a first in first out basis. The Company recorded the gain, corresponding to the difference in between the reacquisition cost of treasury stock and the value of treasury stock reissued, into APIC within the Consolidated Statements of Changes in Stockholders' Equity. As of December 31, 2025, there was $200 million of capacity remaining under the ATM Program.

Note 23 - Subsequent Events

12 Months Ended

Dec. 31, 2025