Mitchell Gendel - 01 Jun 2023 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role: Global General Counsel
Signature: /s/ Mitchell Gendel
Issuer symbol: TLRY
Transactions as of: 01 Jun 2023
Net transactions value: +$100,912
Form type: 4
Filing time: 05 Jun 2023, 16:35:55 UTC
Previous filing: 28 Jul 2022
Next filing: 28 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Common Stock (RSUs)	Options Exercise	$206,156	+121,268	+468%	$1.70	147,197	01 Jun 2023	Direct	F1, F2
transaction	TLRY	Common Stock (RSUs)	Tax liability	$105,244	-61,908	-42%	$1.70	85,289	01 Jun 2023	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 ("2021 LTIP RSUs")	Disposed to Issuer	$0	-16,219	-50%	$0.000000	16,224	01 Jun 2023	Common Stock	16,219		Direct	F4, F5
transaction	TLRY	Restricted Stock Units ("2022 LTIP RSUs")	Disposed to Issuer	$0	-105,049	-50%	$0.000000	105,050	01 Jun 2023	Common Stock	105,049		Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	On June 1, 2023, a total of 121,268 LTIP RSUs vested. Each LTIP RSU represents a contingent right to receive one (1) share of Tilray Common Stock.
F2	Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.
F3	Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 121,268 LTIP RSUs previously granted on July 26, 2021 and July 26, 2022.
F4	Each RSU represents a contingent right to receive one (1) share of Tilray Common Stock.
F5	Amount represents the total amount of unvested RSUs.