Tilray Brands (TLRY) legal chief reports RSU conversions and 263,108-unit grant

Rhea-AI Filing Summary

Tilray Brands, Inc. reported multiple equity transactions by Global General Counsel Mitchell Gendel. On July 29–30, 2026, 87,440 and 24,379 Restricted Stock Units were exercised, delivering the same number of Common Shares, while code F entries disposed of 46,344 and 12,921 Common Shares at 3.99 and 4.20 per share in connection with these events. Gendel also received a new grant of 263,108 RSUs, which vest in stages between 2026 and 2028, subject to continued employment, in addition to earlier LTIP RSUs with installment vesting schedules in 2025–2027.

Insider Trade Summary

Net Buyer: 52,554 shares

Net Buy 7 txns

Insider Gendel Mitchell

Role Global General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F6	24,379	$0.00	$0.00
Exercise	Common Stock F1, F2	24,379	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock F2	12,921	$4.20	$54K
Exercise	Restricted Stock Units F1, F4	87,440	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F5	263,108	$0.00	$0.00
Exercise	Common Stock F1, F2, F3	87,440	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock F2	46,344	$3.99	$185K

Holdings After Transaction: Restricted Stock Units — 350,548 shares (Direct); Common Stock — 122,383 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 July 29, 2026: 87440 units RSUs converted July 30, 2026: 24379 units New RSU grant: 263108 units +3 more

6 metrics

RSUs converted July 29, 2026 87440 units Restricted Stock Units exercised into an equal number of Tilray Common Shares

RSUs converted July 30, 2026 24379 units Restricted Stock Units exercised into an equal number of Tilray Common Shares

New RSU grant 263108 units Restricted Stock Units granted to Global General Counsel on July 29, 2026

Code F disposition at 3.99 46344 shares Common Shares delivered or withheld at 3.99 per share under code F

Code F disposition at 4.20 12921 shares Common Shares delivered or withheld at 4.20 per share under code F

Reverse stock split ratio 1-for-10 Reverse split of outstanding Common Stock effective December 2, 2025

Key Terms

Restricted Stock Units, 1-for-10 reverse stock split, LTIP RSUs, payment of exercise price or tax liability

4 terms

Restricted Stock Units financial

"security title Restricted Stock Units for equity awards and conversions"

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 Common Stock"

LTIP RSUs financial

"the LTIP RSUs shall vest in two equal annual installments"

payment of exercise price or tax liability financial

"transaction code F described as payment of exercise price or tax liability"

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

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What equity transactions did Tilray (TLRY) Global General Counsel Mitchell Gendel report on this Form 4?

Mitchell Gendel reported two RSU conversions delivering 87,440 and 24,379 Common Shares, two code F dispositions of 46,344 and 12,921 shares, and a new 263,108-unit RSU grant, all tied to his Tilray compensation.

How many Tilray (TLRY) RSUs did Mitchell Gendel convert to Common Stock?

Gendel exercised 87,440 Restricted Stock Units on July 29, 2026 and 24,379 RSUs on July 30, 2026, each unit delivering one share of Tilray Common Stock, as described in the footnote stating each unit represents a right to one share.

What RSU grant did Mitchell Gendel receive from Tilray (TLRY) on July 29, 2026?

He received a new award of 263,108 Restricted Stock Units, each representing one Tilray Common Share. According to the vesting footnote, 50% vests on July 29, 2027 and the remaining 50% on July 29, 2028, contingent on continued employment.

What were the code F share dispositions in Mitchell Gendel’s Tilray (TLRY) Form 4?

The filing shows two code F transactions: 46,344 Common Shares at a price of 3.99 per share and 12,921 Common Shares at 4.20 per share. Code F represents payment of exercise price or tax liability by delivering or withholding shares.

How do the Tilray (TLRY) RSU vesting schedules work for Mitchell Gendel’s awards?

Certain LTIP RSUs vest in two equal annual installments on July 26, 2025 and July 26, 2026, and others on July 29, 2026 and July 29, 2027. The new 263,108 RSU grant vests 50% on July 29, 2027 and 50% on July 29, 2028, all requiring continued employment.

Did Mitchell Gendel’s Tilray (TLRY) Form 4 indicate a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 indicator is false, meaning the document-level checkbox for an affirmative Rule 10b5-1 trading arrangement was not marked as effective for these reported transactions.

What reverse stock split information related to Tilray (TLRY) appears in this Form 4?

A footnote states Tilray implemented a 1-for-10 reverse stock split of its outstanding Common Stock effective December 2, 2025. All RSU and listed security amounts reported for Mitchell Gendel have been adjusted to reflect this reverse split.

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^*

Gendel Mitchell

(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)
	Global General Counsel

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		87,440(1)	A	$0.00	157,269(2)(3)	D
Common Stock	07/29/2026		F		46,344	D	$3.99	110,925(2)	D
Common Stock	07/30/2026		M		24,379(1)	A	$0.00	135,304(2)	D
Common Stock	07/30/2026		F		12,921	D	$4.2	122,383(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			87,440	(4)	(4)	Common Stock	87,440	$0.00	87,440	D
Restricted Stock Units	(1)	07/29/2026		A		263,108		(5)	(5)	Common Stock	263,108	$0.00	263,108	D
Restricted Stock Units	(1)	07/30/2026		M			24,379	(6)	(6)	Common Stock	24,379	$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/ Mitchell Gendel	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)