Tilray Brands (TLRY) CFO details RSU awards, share withholding in Form 4
Rhea-AI Filing Summary
Tilray Brands Chief Financial Officer Carl A. Merton reported RSU-related equity activity on July 29–30, 2026. He received 60,417 and 16,656 shares of common stock at no cost upon vesting of Restricted Stock Units, while 30,209 shares at $3.99 and 9,161 shares at $4.20 were withheld to pay exercise-price or tax obligations. He was also granted 180,302 new RSUs, each representing one share, scheduled to vest 50% on July 29, 2027 and 50% on July 29, 2028.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 37,703 shares
Net Buy
7 txns
Insider
Merton Carl A
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F1, F6 | 16,656 | $0.00 | $0.00 |
| Exercise | Common Stock F1, F2 | 16,656 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock F2 | 9,161 | $4.20 | $38K |
| Exercise | Restricted Stock Units F1, F4 | 60,417 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units F1, F5 | 180,302 | $0.00 | $0.00 |
| Exercise | Common Stock F1, F2, F3 | 60,417 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock F2 | 30,209 | $3.99 | $121K |
Holdings After Transaction:
Restricted Stock Units — 375,586 shares (Direct);
Common Stock — 129,753 shares (Direct)
Footnotes (6)
- F1. Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.
- F2. Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested restricted stock unites ("RSUs").
- F3. Effective December 2, 2025, Tilray implemented a 1-for-10 reverse stock split (the "Reverse Stock Split") of its outstanding shares of Common Stock. All RSUs and listed securities amounts have been adjusted to reflect the Reverse Stock Split.
- F4. 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.
- F5. Subject to the reporting person's continued employment through the vesting date, the RSUs shall vest as follows: 50% on the 1-year anniversary of grant date, July 29, 2027 and the remaining 50% on the 2-year anniversary, July 29, 2028.
- 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.
Key Figures
Shares from RSU vesting 2026-07-29: 60,417 shares
Shares from RSU vesting 2026-07-30: 16,656 shares
Shares withheld at $3.99: 30,209 shares at $3.99 per share
+3 more
6 metrics
Shares from RSU vesting 2026-07-29
60,417 shares
Common stock acquired upon exercise/conversion of Restricted Stock Units on July 29, 2026
Shares from RSU vesting 2026-07-30
16,656 shares
Common stock acquired upon exercise/conversion of Restricted Stock Units on July 30, 2026
Shares withheld at $3.99
30,209 shares at $3.99 per share
Common stock disposed to pay exercise price or tax liability on July 29, 2026
Shares withheld at $4.20
9,161 shares at $4.20 per share
Common stock disposed to pay exercise price or tax liability on July 30, 2026
New RSU grant
180,302 RSUs
Restricted Stock Units granted on July 29, 2026, each representing one Tilray common share
Reverse stock split ratio
1-for-10
Reverse stock split of Tilray common stock effective December 2, 2025, reflected in all RSU amounts
Key Terms
Restricted Stock Units, reverse stock split, beneficially owned, tax liability by delivering or withholding securities
4 terms
Restricted Stock Units financial
"Security title listed as Restricted Stock Units with underlying Common Stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
reverse stock split financial
"Tilray implemented a 1-for-10 reverse stock split of its outstanding shares of Common Stock."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
beneficially owned financial
"Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
tax liability by delivering or withholding securities financial
"Payment of exercise price or tax liability by delivering or withholding securities."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider equity transactions did Tilray Brands (TLRY) CFO Carl A. Merton report?
Tilray Brands CFO Carl A. Merton reported RSU vestings and a new RSU grant. He received common shares from vesting RSUs and had some shares withheld to cover exercise-price or tax obligations, plus a sizeable new time-based RSU award.
What new RSU award did the Tilray Brands (TLRY) CFO receive?
Carl A. Merton received a grant of 180,302 Restricted Stock Units. Each unit represents a contingent right to receive one Tilray common share, subject to continued employment and a time-based vesting schedule extending through July 29, 2028.
What is the vesting schedule for the CFO’s new Tilray Brands (TLRY) RSUs?
The 180,302 new RSUs vest 50% on July 29, 2027 and the remaining 50% on July 29, 2028. Vesting is conditioned on the reporting person’s continued employment with Tilray through each applicable vesting date.
How did Tilray Brands (TLRY) adjust RSU amounts for its reverse stock split?
Tilray implemented a 1-for-10 reverse stock split of its common stock effective December 2, 2025. All reported RSU and security amounts in this insider filing have been adjusted to reflect the effects of that reverse stock split.