Mitchell Gendel - Jun 1, 2022 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role: Global General Counsel
Signature: /s/ Mitchell Gendel
Stock symbol: TLRY
Transactions as of: Jun 1, 2022
Transactions value $: -$24,440
Form type: 4
Date filed: 6/3/2022, 06:08 PM
Previous filing: Jul 28, 2021
Next filing: Jul 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Class 2 Common Stock	Options Exercise		+16.2K			16.2K	Jun 1, 2022	Direct	F1, F2
transaction	TLRY	Class 2 Common Stock	Tax liability	-$24.4K	-5.85K	-36.05%	$4.18	10.4K	Jun 1, 2022	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TLRY	Restricted Stock Units	Options Exercise	$0	-16.2K	-100%	$0.00^*	0	Jun 1, 2022	Class 2 Common Stock	16.2K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis.
F2	Amount includes shares of Common Stock beneficially owned by the reporting person, but excludes other unvested RSUs.
F3	Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of RSUs previously reported.
F4	Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Brands, Inc. Class 2 Common Stock.
F5	On July 26, 2021, the reporting person was granted 48,661 RSUs, 33.33% of which vested on June 1, 2022, with 33.33% scheduled to vest on June 1, 2023 and 33.34% scheduled to vest on June 1, 2024, subject to continued employment, except in the case of the reporting person's earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.