TLRY Form 4: CEO Irwin Simon Reports RSU Vest & New 8.6M Award

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) – Form 4 (filed 07/31/2025)

President & CEO Irwin D. Simon reported several equity transactions dated 07/29-30/2025:

• RSU vesting: 1,176,467 previously granted 2024 RSUs vested on 07/30/2025 and converted into an equal number of common shares (code M) at a stated price of $0.61.
• Tax withholding: 623,528 shares were automatically withheld by the company to cover related taxes (code F) at the same $0.61 price.
• Post-transaction ownership: Simon now holds 4,494,572 common shares directly, plus 1,176,467 derivative RSUs that remain from the 2024 award.
• New long-term incentive grant: 8,568,966 RSUs awarded on 07/29/2025 (code A). These vest in two equal tranches on 07/29/2026 and 07/29/2027, contingent on continued employment; unvested units are forfeited upon voluntary resignation.

After the transactions, Simon’s derivative holdings total 8,568,966 RSUs, aligning future compensation with share performance. No open-market purchases or sales were reported; activity is limited to equity compensation and tax-related withholding.

Positive

• Large 8.57 M RSU grant strengthens long-term alignment between CEO incentives and shareholder value.

Negative

• Potential dilution from 8.57 M new RSUs could expand share count when they vest.
• Net common shares held by the CEO declined by 623,528 due to tax withholding, which could be interpreted as reduced direct ownership.

Insights

Equity Compensation Analyst

TL;DR: CEO received large new RSU grant; net common shares down due to tax withholding—overall neutral dilution-aligned event.

The filing shows standard executive compensation activity. The 1.18 M-share vest increases the CEO’s share count, but the simultaneous 0.62 M-share withholding lowers the net to 4.49 M shares—roughly a 12% reduction versus pre-vesting levels. More significant is the 8.57 M-share RSU grant, which materially expands future potential dilution but also ties Simon’s rewards to multiyear performance. Vesting cadence (2026-27) and $0 exercise price mirror Tilray’s LTIP structure. Because no open-market sales occurred and all dispositions were tax-related, the signal for investors is largely neutral. Impact hinges on future dilution when RSUs convert.

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

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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)

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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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	07/30/2025		M		1,176,467(1)	A	$0.61	5,118,100(2)	D
Common Stock	07/30/2025		F		623,528(3)	D	$0.61	4,494,572(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	(4)	07/30/2025		M			1,176,467	(4)	(4)	Common Stock	1,176,467	$0	1,176,467	D
Restricted Stock Units	(5)	07/29/2025		A		8,568,966		(6)	(6)	Common Stock	8,568,966	$0	8,568,966	D

Explanation of Responses:

1. On July 30, 2024, the reporting person was granted 2,352,935 of 2024 RSUs, and 1,176,467 RSUs vested on July 30, 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 1,176,467 of 2024 RSUs previously granted on July 30, 2024.

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

5. Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Common Stock. Grant date is based on close of trading on July 29, 2025.

6. 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.

	/s/ Carl A. Merton, as Attorney-in-Fact for Irwin D Simon	07/31/2025
	** Signature of Reporting Person	Date
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FAQ

How many Tilray (TLRY) shares did CEO Irwin Simon acquire on 07/30/2025?

He acquired 1,176,467 shares through the vesting of RSUs.

Why were 623,528 Tilray shares disposed of in the Form 4?

They were withheld by the company to satisfy tax obligations tied to the RSU vesting.

What is the size of the new RSU award granted to the Tilray CEO?

Simon received 8,568,966 new RSUs on 07/29/2025 as part of the long-term incentive plan.

When will the newly granted RSUs vest?

They vest in two equal tranches on 07/29/2026 and 07/29/2027, contingent on continued employment.

How many Tilray common shares does the CEO hold after these transactions?

He directly owns 4,494,572 common shares following the reported withholding.