Mitchell Gendel - Jul 26, 2024 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role: Global General Counsel
Signature: /s/ Mitchell Gendel
Stock symbol: TLRY
Transactions as of: Jul 26, 2024
Transactions value $: $10,896
Form type: 4
Date filed: 7/30/2024, 06:33 PM
Previous filing: Jun 3, 2024
Next filing: Aug 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Common Stock	Options Exercise	$22.3K	+12.2K	+3.3%	$1.83	381K	Jul 26, 2024	Direct	F1, F2
transaction	TLRY	Common Stock	Tax liability	-$11.4K	-6.21K	-1.63%	$1.83	374K	Jul 26, 2024	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 ("2021 PSUs")	Options Exercise	$0	-12.2K	-100%	$0.00^*	0	Jul 26, 2024	Common Stock	12.2K		Direct	F4
transaction	TLRY	Restricted Stock Units	Award	$0	+488K		$0.00	488K	Jul 30, 2024	Common Stock	488K		Direct	F5, F6

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

Explanation of Responses:

Id	Content
F1	On July 26, 2021, the reporting person was granted 48,662 of 2021 PSUs, with vesting subject to the achievement of certain pre-established performance parameters relating to the achievement of Tilray's synergy goals resulting from the integration of Aphria, Inc. The underlying performance condition was satisfied, and an amount equal to 25% of these 2021 PSUs vested (12,166) on July 26, 2024.
F2	Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs or PSUs.
F3	Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 12,166 2021 PSUs previously granted on June 26, 2021.
F4	Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.
F5	Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Common Stock. Grant date is based on close of trading on July 30, 2024.
F6	Subject to the reporting person's continuous employment through the vesting date, the 2024 LTIP RSUs shall vest in two (2) equal annual installments, commencing on July 26, 2025, and July 26, 2026, except in the case of the reporting person's earlier voluntary resignation, death or disability. In the event of a voluntary resignation by the reporting person prior to the vesting date, all RSUs will be forfeited.