Tilray Brands (TLRY) CFO purchases 10,000 shares, stake rises to 139,753

Rhea-AI Filing Summary

Tilray Brands, Inc. Chief Financial Officer Carl A. Merton purchased 10,000 shares of Common Stock on August 4, 2026 at $4.62 per share in an open market or private transaction. His direct holdings increased to 139,753 shares, which include beneficially owned stock but exclude unvested RSUs, and the trade was not reported under a Rule 10b5-1 plan.

Insider Trade Summary

Net Buyer: 10,000 shares

Net Buy 1 txn

Insider Merton Carl A

Role Chief Financial Officer

Bought 10,000 shs ($46K)

Type	Security	Shares	Price	Value
Purchase	Common Stock F1	10,000	$4.62	$46K

Holdings After Transaction: Common Stock — 139,753 shares (Direct)

Footnotes (1)

1. F1. Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs").

Key Figures

Shares purchased: 10,000 shares Purchase price: $4.62 per share Post-transaction holdings: 139,753 shares +1 more

4 metrics

Shares purchased 10,000 shares Common Stock transaction on August 4, 2026

Purchase price $4.62 per share Open market or private purchase on August 4, 2026

Post-transaction holdings 139,753 shares Directly held Common Stock after reported purchase

Net buy shares 10,000 shares Net change across all reported transactions in this filing

Key Terms

beneficially owned, restricted stock units ("RSUs"), open market or private transaction

3 terms

beneficially owned financial

"Amount includes shares of Common Stock beneficially owned by the reporting person"

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.

restricted stock units ("RSUs") financial

"but excludes other unvested restricted stock units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

open market or private transaction financial

"Purchase in open market or private transaction"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 01:36 PM Accepted by SEC EDGAR 08/04/2026 - 01:36 PM Learn about SEC filing dates

FAQ

What insider transaction did Tilray Brands (TLRY) CFO Carl A. Merton report?

Tilray Brands CFO Carl A. Merton reported buying 10,000 shares of Common Stock on August 4, 2026 at $4.62 per share in an open market or private transaction, increasing his directly held position in the company.

At what price did TLRY's CFO purchase Tilray Brands shares on August 4, 2026?

On August 4, 2026, Tilray Brands CFO Carl A. Merton bought 10,000 shares at a price of $4.62 per share in a transaction described as a purchase in an open market or private transaction.

How many Tilray Brands (TLRY) shares does the CFO hold after this purchase?

Following the reported transaction, Tilray Brands CFO Carl A. Merton directly holds 139,753 shares of Common Stock. This figure reflects his beneficially owned shares and serves as his updated direct ownership stake after the purchase.

Does the reported TLRY share count for the CFO include unvested RSUs?

No, the reported total of 139,753 shares for Tilray Brands CFO Carl A. Merton excludes unvested restricted stock units ("RSUs"). A footnote specifies that only shares of Common Stock beneficially owned are included in this amount.

Was the Tilray Brands (TLRY) CFO’s share purchase made under a Rule 10b5-1 plan?

The transaction was not indicated as being under a Rule 10b5-1 trading plan. The filing’s Rule 10b5-1 checkbox is marked false, suggesting the reported purchase was not executed pursuant to a pre-arranged trading plan.

Is the TLRY CFO’s ownership in Tilray Brands direct or indirect after this transaction?

After the transaction, the CFO’s 139,753 shares are reported as directly owned. The ownership code is "D" for direct, and no nature-of-ownership footnote indicates holding through a separate entity or trust.

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^*

Merton Carl A

(Last) (First) (Middle)

C/O TILRAY BRANDS, INC.

265 TALBOT STREET WEST

(Street)

LEAMINGTON A6 N8H 4H3

(City) (State) (Zip)

CANADA (FEDERAL LEVEL)

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/04/2026		P		10,000	A	$4.62	139,753(1)	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

Explanation of Responses:

1. Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs").

	/s/ Carl Merton	08/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)