TPB contributes CDS segment to GWO JV for 49% stake; option to buy remaining 51%

Turning Point Brands, Inc.

Contributed 100% of South Beach Brands (CDS segment) to GWO in exchange for 49% fully-diluted stake.
CDS segment had $14.9M revenue, $270K operating loss, and $270K EBITDA for three months ending Sept 30, 2024.
TPB holds 15-year option to purchase remaining 51% of GWO at initial $22M, decreasing over time.
GWO is a JV with Standard General (formed Dec 2018); TPB has redemption rights for its contribution at fair value.

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