Mitchell Gendel - Jul 31, 2023 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role: Global General Counsel
Signature: /s/ Mitchell Gendel
Stock symbol: TLRY
Transactions as of: Jul 31, 2023
Transactions value $: $232,641
Form type: 4
Date filed: 8/2/2023, 04:31 PM
Previous filing: Jul 28, 2023
Next filing: Jan 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Common Stock	Options Exercise	$475K	+188K	+205.88%	$2.53	279K	Jul 31, 2023	Direct	F1, F2
transaction	TLRY	Common Stock	Tax liability	-$243K	-95.9K	-34.36%	$2.53	183K	Jul 31, 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	Performance-Based Restricted Stock Units ("2022 PSUs")	Options Exercise	$0	-93.9K	-50%	$0.00	93.9K	Jul 31, 2023	Common Stock	93.9K		Direct	F4

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

Explanation of Responses:

Id	Content
F1	On July 26, 2022, the reporting person was granted 187,853 of 2022 PSUs, with vesting subject to the achievement of certain pre-established performance targets for aggregate EBITDA generated from the HEXO transaction over the one (1) year performance period following the HEXO closing date. The underlying performance condition was satisfied, and an amount equal to 50% of these 2022 PSUs vested on July 31, 2023. The remaining 2022 PSUs will vest as follows - 25% will vest on July 31, 2024, and 25% will vest on July 31, 2025, in each case subject to continued employment through the applicable vesting date.
F2	Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested PSUs.
F3	Represents shares withheld by the Company to satisfy the tax withholding obligations associated with the vesting of 187,852 previously granted on July 26, 2022.
F4	Each 2022 PSU represents a contingent right to receive up to two (2) shares of Tilray Common Stock depending upon the target level achieved with respect to the pre-established performance parameters relating to the HEXO transaction.