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Tilray Brands (TLRY) CFO’s stock payout set on 96.4% goal

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

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) reported insider equity activity by Chief Financial Officer Carl A. Merton. On August 26, 2026, he exercised performance-based restricted stock units (2023 EBITDA PSUs) into 168,452 shares of common stock. Of these, 92,649 shares were withheld at $4.88 per share to satisfy tax withholding on vesting. The Compensation Committee certified achievement of 96.4% of the cumulative performance target, resulting in a 92.8% payout of the 2023 EBITDA PSU awards.

Positive

  • None.

Negative

  • None.
Insider Merton Carl A
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Performance Based Restricted Stock Units F1, F4 57,380 $0.00 $0.00
Exercise Performance Based Restricted Stock Units F1, F5 111,072 $0.00 $0.00
Exercise Common Stock F1, F2 57,380 $0.00 $0.00
Tax Withholding Common Stock F3, F2 31,559 $4.88 $154K
Exercise Common Stock F1, F2 111,072 $0.00 $0.00
Tax Withholding Common Stock F3, F2 61,090 $4.88 $298K
Holdings After Transaction: Performance Based Restricted Stock Units — 0 shares (Direct); Common Stock — 215,556 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 61,832 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 RSUs exercised 168,452 units 2023 EBITDA PSUs exercised into common stock on August 26, 2026
Shares withheld for taxes 92,649 shares Common shares withheld to satisfy tax withholding on PSU vesting
Tax withholding share price $4.88 per share Price used for shares withheld to satisfy tax obligations
Original 2023 EBITDA PSU grant 61,832 PSUs Grant to CFO on July 26, 2023 per footnote
Cumulative performance achievement 96.4% Certified achievement vs. cumulative performance target for 3-year period
PSU payout percentage 92.8% Payout level of each 2023 EBITDA PSU award based on certified performance
Performance Based Restricted Stock Units financial
"security_title: "Performance Based Restricted Stock Units""
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 PSU financial
"Each performance based restricted stock unit (the "2023 EBITDA PSU")"
tax withholding obligation financial
"satisfy the applicable tax withholding obligation on vesting of the PSU Awards"
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"

FAQ

What insider transactions did TLRY CFO Carl A. Merton report on August 26, 2026?
He exercised 168,452 performance-based restricted stock units into Tilray common shares and had 92,649 shares withheld at $4.88 per share to cover tax withholding obligations tied to the vesting of 2023 EBITDA PSU awards.

How many Tilray (TLRY) PSUs did the CFO exercise into common stock?
Carl A. Merton exercised a total of 168,452 2023 EBITDA PSUs, which each convert into one share of Tilray common stock, resulting in the issuance of an equal number of common shares before tax-withholding transactions.

How many Tilray (TLRY) shares were withheld for taxes and at what price?
Tilray withheld a total of 92,649 shares of common stock from the CFO at a price of $4.88 per share to satisfy the applicable tax withholding obligations related to the vesting of the 2023 EBITDA PSU awards.

What performance level was certified for Tilray’s 2023 EBITDA PSUs (TLRY)?
The Compensation Committee certified achievement at 96.4% of the cumulative performance target for the three-year period beginning June 1, 2023 and ending May 31, 2026, producing a 92.8% payout level for each 2023 EBITDA PSU award.

How many 2023 EBITDA PSUs were originally granted to the Tilray (TLRY) CFO?
One footnote states that Carl A. Merton was granted 61,832 2023 EBITDA PSUs on July 26, 2023, which are performance-based restricted stock units tied to Tilray’s cumulative EBITDA performance over a specified three-year period.

Were the Tilray (TLRY) CFO’s Form 4 transactions under a Rule 10b5-1 plan?
The filing’s 10b5-1 plan checkbox is not affirmed (set to false), and the footnotes do not state that these transactions were made pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Merton Carl A
(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)
Chief Financial Officer
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 Stock08/26/2026M57,380A$0.00(1)197,133(2)D
Common Stock08/26/2026F31,559(3)D$4.88165,574(2)D
Common Stock08/26/2026M111,072A$0.00(1)276,646(2)D
Common Stock08/26/2026F61,090(3)D$4.88215,556(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)08/26/2026M57,380 (4) (4)Common Stock57,380$0.000D
Performance Based Restricted Stock Units(1)08/26/2026M111,072 (5) (5)Common Stock111,072$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 61,832 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/ Carl A. Merton08/27/2026
** 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