[Form 4] Tilray Brands, Inc. Insider Trading Activity

Rhea-AI Filing Summary

CFO Carl A. Merton reported routine equity-compensation activity at Tilray Brands (TLRY).

• New award: 1,208,339 RSUs granted on 07/29/25 (Code A); vest 50% on 07/29/26 and 50% on 07/29/27, subject to continued employment.
• Vesting & conversion: 166,558 previously awarded RSUs vested and were converted to common shares on 07/30/25 (Code M).
• Tax withholding: 88,276 shares were withheld by the company at $0.61 per share to satisfy payroll taxes (Code F).
• Post-transaction holding: Merton now holds 876,351 TLRY shares directly; unvested RSUs are excluded.

The Form 4 shows no open-market purchase or discretionary sale—only automatic settlement and withholding. The large RSU grant raises future dilution risk but strengthens management-equity alignment.

Positive

• Net increase in insider ownership: CFO retains an additional 78,282 shares after tax withholding, indicating continued exposure to TLRY equity.
• Long-term incentive alignment: 1.2 M RSUs vest over two years, encouraging executive retention and performance through 2027.

Negative

• Dilution overhang: The new 1.2 M RSU grant will add to share count upon vesting, creating incremental dilution for existing shareholders.

Insights

Securities Analyst

TL;DR Neutral: compensation-related share issuance, limited near-term market impact, modest dilution risk.

The filing reflects standard long-term incentive practices. Net +78k shares increase insider ownership, a marginally positive governance signal. However, the 1.2 M new RSUs represent potential dilution of ~0.1% of basic shares outstanding, which investors should monitor. Absence of open-market buying means no incremental bullish signal on valuation. Overall effect on share price is likely negligible.

Corporate Governance Expert

TL;DR Routine equity grant; aligns incentives but adds overhang until 2027 vesting.

The two-year vesting schedule incentivises retention and performance through July 2027. Automatic share withholding follows best-practice tax compliance, mitigating optics of insider selling. The size of the grant is meaningful for an individual executive but immaterial at the company level, keeping shareholder dilution modest. No red flags in reporting accuracy or timing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Merton Carl A

(Last) (First) (Middle)

C/O TILRAY BRANDS, INC.

265 TALBOT STREET WEST

(Street)

LEAMINGTON A6 N8H 4H3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tilray Brands, Inc. [ TLRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/30/2025		M		166,558(1)	A	$0.61	964,627(2)	D
Common Stock	07/30/2025		F		88,276(3)	D	$0.61	876,351(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	07/30/2025		M			166,558	(4)	(4)	Common Stock	166,558	$0	166,558	D
Restricted Stock Units	(5)	07/29/2025		A		1,208,339		(6)	(6)	Common Stock	1,208,339	$0	1,208,339	D

Explanation of Responses:

1. On July 30, 2024, the reporting person was granted 333,116 of 2024 RSUs, and 166,558 RSUs vested on July 30, 2025.

2. Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.

3. Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 166,558 2024 RSUs previously granted on July 30, 2024.

4. Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.

5. 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 29, 2025.

6. Subject to the reporting person's continuous employment through the vesting date, the LTIP RSUs shall vest in two (2) equal annual installments, commencing on July 29, 2026, and July 29, 2027, except in the case of the reporting person's earlier voluntary resignation, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.

	/s/ Carl A. Merton	07/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Tilray (TLRY) shares does the CFO now own?

After the reported transactions, Carl A. Merton directly owns 876,351 common shares (unvested RSUs not included).

What new equity was granted to the Tilray CFO?

He received 1,208,339 restricted stock units on 07/29/25 at no cost, vesting 50% in 2026 and 50% in 2027.

Did the CFO sell Tilray shares on the open market?

No. The only disposition was 88,276 shares withheld automatically to cover taxes; no discretionary sale occurred.

What was the share price used for tax withholding?

The company used an implied price of $0.61 per share for the 88,276 shares withheld.

Will the new RSUs immediately dilute shareholders?

Not immediately; the RSUs vest in 2026-2027. Dilution materialises only when shares are issued upon vesting.