Tilray CEO reports RSU conversions, share withholdings

Tilray Brands, Inc. President and CEO Irwin D. Simon reported RSU-related transactions on July 29–30, 2026.

Rhea-AI Filing Summary

Tilray Brands, Inc. President and CEO Irwin D. Simon reported RSU-related transactions on July 29–30, 2026. In total, 546,095 RSUs converted into the same number of Tilray common shares at no cost, while 289,431 shares were withheld at $3.99 and $4.20 per share to satisfy exercise-price or tax-liability obligations. Simon also received 1,289,211 new RSUs that vest between July 29, 2027 and July 29, 2028, conditioned on continued employment; unvested units are forfeited upon voluntary resignation. All share and award amounts reflect Tilray’s 1-for-10 reverse stock split effective December 2, 2025.

Insider Trade Summary

546,095 shares exercised/converted

Exercise 7 txns

Insider SIMON IRWIN D

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F6	117,647	$0.00	$0.00
Exercise	Common Stock F1, F2	117,647	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock F2	62,353	$4.20	$262K
Exercise	Restricted Stock Units F1, F4	428,448	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F5	1,289,211	$0.00	$0.00
Exercise	Common Stock F1, F2, F3	428,448	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock F2	227,078	$3.99	$906K

Holdings After Transaction: Restricted Stock Units — 1,717,659 contracts (Direct); Common Stock — 739,313 shares (Direct)

Footnotes (6)

1. F1. Each unit represents a contingent 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 unites ("RSUs").
3. 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.
4. 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.
5. 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.
6. 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

RSUs converted to common stock: 546,095 units Shares withheld at $3.99: 227,078 shares Shares withheld at $4.20: 62,353 shares +2 more

5 metrics

RSUs converted to common stock 546,095 units Total restricted stock units converting to Tilray common shares on July 29–30, 2026

Shares withheld at $3.99 227,078 shares Common shares withheld at $3.99 per share on July 29, 2026 to pay exercise price or tax liability

Shares withheld at $4.20 62,353 shares Common shares withheld at $4.20 per share on July 30, 2026 to pay exercise price or tax liability

New RSUs granted 1,289,211 units Restricted stock units granted to Irwin D. Simon on July 29, 2026, vesting 50% in 2027 and 50% in 2028

Reverse stock split ratio 1-for-10 Reverse stock split of Tilray common stock effective December 2, 2025

Key Terms

Restricted Stock Units, 1-for-10 reverse stock split, Beneficially owned, Exercise or conversion of derivative security, +1 more

5 terms

Restricted Stock Units financial

"Each unit represents a contingent right to receive one share of Tilray 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.

1-for-10 reverse stock split financial

"Tilray implemented a 1-for-10 reverse stock split of its outstanding shares of Common Stock."

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.

Exercise or conversion of derivative security financial

"Transaction code M is described as Exercise or conversion of derivative security."

Payment of exercise price or tax liability financial

"Transaction code F covers payment of exercise price or tax liability by delivering or withholding securities."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Tilray (TLRY) CEO Irwin D. Simon report for July 29–30, 2026?

Irwin D. Simon reported RSU vesting and settlement over two days. A total of 546,095 restricted stock units converted into Tilray common stock at no cost, with 289,431 shares withheld at $3.99 and $4.20 per share to satisfy exercise-price or tax-liability obligations related to the vesting.

How many new RSUs did Tilray (TLRY) grant to CEO Irwin D. Simon and when do they vest?

Simon received 1,289,211 new restricted stock units. These RSUs vest 50% on July 29, 2027 and 50% on July 29, 2028, subject to his continued employment through each vesting date, with unvested units forfeited if he voluntarily resigns before vesting.

What are the vesting terms for Tilray (TLRY) LTIP RSUs referenced in the CEO’s transactions?

Certain LTIP RSUs vest in two equal annual installments beginning July 26, 2025 and July 29, 2026, provided Simon remains continuously employed through each vesting date. According to the award terms, all unvested LTIP RSUs are forfeited in the event of his voluntary resignation before vesting.

How does Tilray’s reverse stock split affect the RSU and share amounts reported for TLRY?

Tilray implemented a 1-for-10 reverse stock split of its outstanding common shares effective December 2, 2025. All RSU counts and listed common share amounts in these insider transactions are adjusted to post-split terms, aligning them with the current share structure investors see in the market.

Were Tilray (TLRY) CEO Irwin D. Simon’s reported transactions made under a Rule 10b5-1 trading plan?

The report indicates the Rule 10b5-1 trading-plan checkbox is not marked, so these transactions are not designated as occurring under a pre-arranged Rule 10b5-1 trading plan. Their execution is therefore not described as plan-based in the disclosure.

What prices were used when Tilray (TLRY) withheld shares from its CEO to cover obligations?

To satisfy exercise-price or tax-liability obligations tied to RSU vesting, Tilray withheld 227,078 shares at $3.99 per share on July 29, 2026 and 62,353 shares at $4.20 per share on July 30, 2026, as reported in the insider transactions.

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

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Available on EDGAR 07/31/2026 - 05:54 PM Accepted by SEC EDGAR 07/31/2026 - 05:53 PM Learn about SEC filing dates

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^*

SIMON IRWIN D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026

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	07/29/2026		M		428,448(1)	A	$0.00	911,097(2)(3)	D
Common Stock	07/29/2026		F		227,078	D	$3.99	684,019(2)	D
Common Stock	07/30/2026		M		117,647(1)	A	$0.00	801,666(2)	D
Common Stock	07/30/2026		F		62,353	D	$4.2	739,313(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
Restricted Stock Units	(1)	07/29/2026		M			428,448	(4)	(4)	Common Stock	428,448	$0.00	428,448	D
Restricted Stock Units	(1)	07/29/2026		A		1,289,211		(5)	(5)	Common Stock	1,289,211	$0.00	1,289,211	D
Restricted Stock Units	(1)	07/30/2026		M			117,647	(6)	(6)	Common Stock	117,647	$0.00	0	D

Explanation of Responses:

1. Each unit represents a contingent 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 unites ("RSUs").

3. 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.

4. 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.

5. 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.

6. 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.

	/s/ Irwin D. Simon	07/31/2026
	** 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)