Mitchell Gendel - 31 Jul 2025 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role: Global General Counsel
Signature: /s/ Mitchell Gendel
Issuer symbol: TLRY
Transactions as of: 31 Jul 2025
Net transactions value: +$29,101
Form type: 4
Filing time: 04 Aug 2025, 16:06:19 UTC
Previous filing: 31 Jul 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Gendel Mitchell	Global General Counsel	C/O TILRAY BRANDS, INC., 265 TALBOT STREET WEST, LEAMINGTON, ONTARIO, CANADA	/s/ Mitchell Gendel	04 Aug 2025	0001313565

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Common Stock	Options Exercise	$54,478	+93,928	+14%	$0.5800	742,069	31 Jul 2025	Direct	F1, F2
transaction	TLRY	Common Stock	Tax liability	$28,874	-49,782	-6.7%	$0.5800	692,287	31 Jul 2025	Direct	F2, F3
transaction	TLRY	Common Stock	Purchase	$3,496	+6,000	+0.87%	$0.5827	698,287	31 Jul 2025	Direct	F2, F5

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	-46,964	-100%	$0.000000	0	31 Jul 2025	Common Stock	93,928		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 parameters relating to the aggregate EBITDA generated from the HEXO transaction. The underlying performance condition was satisfied, and 46,964 units vested on July 31, 2025.
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 46,964 of 2022 PSUs previously granted on June 26, 2022.
F4	Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.
F5	On July 31, 2025, the reporting person purchased 6,000 shares of common stock of Tilray Brands, Inc. on the open market at a per share price of $0.5827.