Tilray Director Adds 174K Shares After RSU Vesting, Gets New Grant

Rhea-AI Filing Summary

Tilray Brands (TLRY) director Johann Michael Herhalt filed a Form 4 covering routine equity-compensation activity.

• On 30-Jul-2025, 124,378 restricted stock units (RSUs) vested and converted to common shares (code M) at an imputed $0.61 per share.
• To cover withholding taxes, 65,921 shares were surrendered to the company (code F), resulting in a net issuance of 58,457 shares.
• Herhalt’s direct ownership rises to 174,009 common shares after the transactions.
• On 29-Jul-2025 he received a new grant of 431,034 RSUs that cliff-vest in one year, subject to continued service or earlier acceleration upon death/disability.
• All vested derivative holdings are now exhausted; the director holds 431,034 unvested RSUs.

The activity represents <1 % of Tilray’s outstanding share count and involves no cash outlay, implying negligible balance-sheet impact and de-minimis dilution.

Positive

• Director increases direct ownership by 58,457 shares, signalling ongoing alignment with shareholders

Negative

• Grant of 431,034 new RSUs introduces incremental although immaterial dilution to existing shareholders

Insights

Securities Analyst

TL;DR: Routine RSU vesting and grant; minimal dilution, neutral investment signal.

The filing reflects standard board compensation mechanics—vesting of prior-year RSUs, share withholding for taxes, and issuance of a fresh one-year RSU block. Net share addition to the float is just 58.5k, while the new 431k unvested units equal roughly 0.05 % of Tilray’s ~800 m shares, an immaterial dilution factor. No purchase or sale of shares for cash occurred, so insider sentiment cannot be inferred. Overall, the disclosure is procedural and should not materially influence valuation or liquidity.

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

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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^*

Herhalt Johann Michael

(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)

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

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		124,378(1)	A	$0.61	239,930(3)	D
Common Stock	07/30/2025		F		65,921(2)	D	$0.61	174,009(3)	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			124,378	(5)	(5)	Common Stock	124,378	$0	0(6)	D
Restricted Stock Units	(4)	07/29/2025		A		431,034		(5)	(5)	Common Stock	431,034	$0	431,034(6)	D

Explanation of Responses:

1. On July 30, 2025, a total of 124,378 RSUs vested. Each RSU represents a contingent right to receive one (1) share of Tilray Common Stock.

2. Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 124,378 LTIP RSUs previously granted on July 30, 2024.

3. Amount includes shares of Common Stock beneficially owned by the reporting person, but excludes other unvested RSUs.

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

5. Subject to the reporting person's continuous service, the restricted stock units shall vest one year from the date of grant, with accelerated vesting solely upon death or disability prior to such date. In the event of a voluntary resignation by the reporting person prior to the vesting date, all restricted stock units will be forfeited.

6. Amount represents the total amount of unvested RSUs and underlying shares of Tilray Common Stock.

	/s/ Carl A. Merton, as Attorney-in-Fact for Johann Michael Herhalt	07/31/2025
	** 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.
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FAQ

How many Tilray (TLRY) shares did Director Johann Herhalt acquire?

He netted 58,457 new common shares after tax withholding on 124,378 vested RSUs.

What is the size of the new RSU grant disclosed in the Form 4?

Herhalt received 431,034 restricted stock units on 29-Jul-2025, vesting in one year.

How many Tilray shares does the director now own?

Post-transaction, Herhalt directly owns 174,009 common shares plus 431,034 unvested RSUs.

Was any cash paid in these insider transactions?

No. The RSU vesting and grant were non-cash; the $0.61 price shown is accounting value.

Does the filing indicate bullish or bearish insider sentiment?

The activity is routine compensation; no open-market buying or selling occurred, so sentiment is neutral.

Will the RSU grant create dilution for existing shareholders?

Yes, but it is de-minimis at below 0.1 % of Tilray’s total shares outstanding.