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

Rhea-AI Filing Summary

Insider Sale: Executive Vice President & Head of Institutional Bank John Leto filed a Form 4 for The Bancorp Inc. (TBBK).

• Transaction date: 08/01/2025
• Securities: 50,000 common shares sold (Code “S”)
• Average price: $60.3482 (price range $60.00-$61.56)
• Post-sale holdings: 114,111 shares held directly; 3,540 shares held indirectly via 401(k)

No derivative trades were reported, and the filing was made by a single reporting person. Based on the stated amounts, the executive disposed of roughly 30% of his prior direct position (50,000 of ~164,111 shares), reducing—yet still leaving—a sizeable equity stake.

The absence of earnings or corporate event disclosures means this filing is purely a record of insider activity; investors often view sizable insider sales as a potential negative sentiment signal, though motives can vary (liquidity, diversification, preset plans).

Positive

• Executive retains 114,111 direct shares, sustaining a meaningful equity alignment with shareholders.

Negative

• Sale of 50,000 shares (~30% of prior direct holdings) by EVP may be interpreted as a bearish sentiment signal.

Insights

Senior Equity Analyst

TL;DR: EVP sells 50k shares (~30% stake); modestly bearish insider signal, no related corporate news.

Materiality: While Form 4s don’t directly affect fundamentals, size and rank matter. Leto’s sale (~$3 m) is significant relative to his ownership, signalling some near-term profit-taking at 52-week highs. No 10b5-1 box is marked, suggesting it may not be a pre-scheduled trade. He still controls 117k shares, so alignment remains, but directionally this tilts negative for sentiment-driven investors. Fundamentals unchanged; impact rated negative but not transformational.

Corporate Governance Specialist

TL;DR: Large discretionary sale by key officer; governance impact limited, watch for pattern.

From a governance lens, isolated insider sales are common. The form indicates proper, timely reporting with remaining meaningful ownership, mitigating concerns of total exit. However, a 30% trim outside a disclosed 10b5-1 plan warrants monitoring for recurring sales that could erode perceived alignment. Overall influence on governance risk profile is neutral today, but trends matter.

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
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^*

FALTISCHEK DENISE M

(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 Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		M		93,928(1)	A	$0.58	874,564(2)	D
Common Stock	07/31/2025		F		49,782(3)	D	$0.58	824,782(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
Performance-Based Restricted Stock Units ("2022 PSUs")	(4)	07/31/2025		M			46,964	(4)	(4)	Common Stock	93,928	$0	0	D

Explanation of Responses:

1. 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.

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 46,964 of 2022 PSUs previously granted on June 26, 2022.

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

	/s/ Denise M. Faltischek	08/04/2025
	** 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.
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.

FAQ

How many TBBK shares did EVP John Leto sell?

He disposed of 50,000 common shares on 08/01/2025.

At what price were the TBBK shares sold?

The weighted-average sale price was $60.3482, within a $60.00–$61.56 range.

What is John Leto's remaining stake in The Bancorp Inc.?

After the transaction he holds 114,111 shares directly and 3,540 shares indirectly through a 401(k).

Were any derivative securities involved in this Form 4?

No, no derivative transactions were reported in Table II.

Was the sale under a Rule 10b5-1 trading plan?

The filing does not indicate that the transaction was executed under a 10b5-1 plan.