Carl A. Merton - Jul 26, 2024 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role
Chief Financial Officer
Signature
/s/ Carl A. Merton
Stock symbol
TLRY
Transactions as of
Jul 26, 2024
Transactions value $
$11,987
Form type
4
Date filed
7/30/2024, 06:34 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 +2.02% $1.83 615K Jul 26, 2024 Direct F1, F2
transaction TLRY Common Stock Tax liability -$10.3K -5.62K -0.91% $1.83 609K 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 +333K $0.00 333K Jul 30, 2024 Common Stock 333K 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.