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Tilray Brands (TLRY) hits 96.4% EBITDA target, 92.8% PSU payout

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) reported that its Global General Counsel, Mitchell Gendel, settled performance-based equity awards tied to 2023 EBITDA goals. On August 26, 2026, he exercised performance based restricted stock units (2023 EBITDA PSUs) into common stock, with a total of 160,304 PSUs converting into an equal number of Tilray common shares. In connection with vesting, 84,962 shares of common stock were withheld by the company at $4.88 per share to satisfy tax withholding obligations. The Compensation Committee certified achievement of 96.4% of the cumulative performance target for the June 1, 2023–May 31, 2026 period, resulting in a 92.8% payout of the 2023 EBITDA PSU awards.

Positive

  • None.

Negative

  • None.
Insider Gendel Mitchell
Role Global General Counsel
Type Security Shares Price Value
Exercise Performance Based Restricted Stock Units F1, F4 50,556 $0.00 $0.00
Exercise Performance Based Restricted Stock Units F1, F5 109,748 $0.00 $0.00
Exercise Common Stock F1, F2 50,556 $0.00 $0.00
Tax Withholding Common Stock F3, F2 26,795 $4.88 $131K
Exercise Common Stock F1, F2 109,748 $0.00 $0.00
Tax Withholding Common Stock F3, F2 58,167 $4.88 $284K
Holdings After Transaction: Performance Based Restricted Stock Units — 0 shares (Direct); Common Stock — 200,225 shares (Direct)
Footnotes (5)
  1. F1. Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock.
  2. F2. Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs").
  3. F3. The shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation on vesting of the PSU Awards.
  4. F4. The reporting person was granted 54,778 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award.
  5. F5. The reporting person was granted 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. Each PSU converts into one share of Issuer's common stock and the reporting person received the remainder cash value thereof in lieu of the delivery of stock.
Performance based restricted stock units converted 160,304 units Total 2023 EBITDA PSUs converting into common stock on August 26, 2026
Shares withheld for taxes 84,962 shares Common shares withheld to satisfy tax withholding obligations on PSU vesting
Tax withholding price per share $4.88 per share Price used for common shares withheld to satisfy tax withholding
Original 2023 EBITDA PSU grant 54,778 PSUs Performance based restricted stock units granted on July 26, 2023
Cumulative performance target achievement 96.4% Certified achievement for the 3-year performance period June 1, 2023–May 31, 2026
PSU payout percentage 92.8% Payout level of each 2023 EBITDA PSU award after performance certification
First PSU conversion lot 50,556 units Performance based RSUs converted into common stock in one transaction
Second PSU conversion lot 109,748 units Performance based RSUs converted into common stock in a separate transaction
Performance Based Restricted Stock Units financial
"Each performance based restricted stock unit (the "2023 EBITDA PSU")"
Performance-based restricted stock units are a form of employee pay where shares are promised but only delivered if the company meets specific performance targets over time. Like a trophy awarded to a team after hitting certain goals, they align employee incentives with business results and can affect future share counts and earnings—so investors watch them for signals about management’s motivation, potential dilution, and the likelihood of meeting growth or profit targets.
2023 EBITDA PSUs financial
"The reporting person was granted 54,778 2023 EBITDA PSUs"
cumulative performance target financial
"certified the achievement at 96.4% of the cumulative performance target"
payout financial
"resulting in 92.8% payout of each 2023 EBITDA PSU award"
tax withholding obligation financial
"withheld by the Company to satisfy the applicable tax withholding obligation"

FAQ

What did TLRY’s Global General Counsel report in this Form 4?
Mitchell Gendel reported the exercise of 160,304 performance-based RSUs (2023 EBITDA PSUs) into an equal number of Tilray common shares on August 26, 2026, with some of the resulting shares withheld by the company to cover tax obligations.

How many Tilray (TLRY) PSUs were converted into common stock?
A total of 160,304 performance based restricted stock units converted into Tilray common stock, represented by two PSU transactions covering 50,556 and 109,748 units, each PSU converting into one share of common stock.

How many TLRY shares were withheld for taxes and at what price?
Tilray withheld 84,962 shares of common stock from Mitchell Gendel at a price of $4.88 per share to satisfy applicable tax withholding obligations arising upon vesting of the PSU awards.

What performance level did Tilray (TLRY) certify for the 2023 EBITDA PSUs?
Tilray’s Compensation Committee certified achievement of 96.4% of the cumulative performance target for the 3-year period from June 1, 2023 to May 31, 2026, leading to a 92.8% payout of each 2023 EBITDA PSU award.

How many 2023 EBITDA PSUs were originally granted to the TLRY insider?
Mitchell Gendel was originally granted 54,778 2023 EBITDA PSUs on July 26, 2023, as disclosed in the footnotes describing the performance-based restricted stock unit awards.

Were Mitchell Gendel’s TLRY transactions under a Rule 10b5-1 trading plan?
No. The Form 4’s Rule 10b5-1 checkbox is not marked as being pursuant to a 10b5-1 plan, and the footnotes do not state that the transactions occurred under a pre-arranged trading plan.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Gendel Mitchell
(Last)(First)(Middle)
C/O TILRAY BRANDS, INC.
445 PARK AVENUE
(Street)
NEW YORK NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Tilray Brands, Inc. [ TLRY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Global General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/26/2026M50,556A$0.00(1)175,439(2)D
Common Stock08/26/2026F26,795(3)D$4.88148,644(2)D
Common Stock08/26/2026M109,748A$0.00(1)258,392(2)D
Common Stock08/26/2026F58,167(3)D$4.88200,225(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Based Restricted Stock Units(1)08/26/2026M50,556 (4) (4)Common Stock50,556$0.000D
Performance Based Restricted Stock Units(1)08/26/2026M109,748 (5) (5)Common Stock109,748$0.000D
Explanation of Responses:
1. Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock.
2. Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs").
3. The shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation on vesting of the PSU Awards.
4. The reporting person was granted 54,778 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award.
5. The reporting person was granted 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. Each PSU converts into one share of Issuer's common stock and the reporting person received the remainder cash value thereof in lieu of the delivery of stock.
/s/ Mitchell Gendel08/27/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR