STOCK TITAN

Tilray Brands, Inc. (TLRY) director gets 43,104 shares, 62,657 RSUs

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tilray Brands, Inc. director Steven Michael Cohen reported equity changes involving restricted stock units and common shares. On July 29, 2026, 43,104 RSUs vested, resulting in the acquisition of 43,104 shares of common stock, bringing his beneficially owned common shares to 55,542, excluding unvested RSUs. He also received a grant of 62,657 new RSUs, which vest after one year of continuous service, with accelerated vesting solely upon death or disability and forfeiture upon voluntary resignation. All RSU and share amounts reflect Tilray’s 1-for-10 reverse stock split effective December 2, 2025.

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Insider Cohen Steven Michael
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Units F4, F2, F5 43,104 $0.00 $0.00
Grant/Award Restricted Stock Units F4, F5 62,657 $0.00 $0.00
Exercise Common Stock F1, F2, F3 43,104 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 62,657 shares (Direct); Common Stock — 55,542 shares (Direct)
Footnotes (5)
  1. F1. On July 29, 2026, a total of 43,104 restricted stock units ("RSUs") vested. Each RSU represents a contingent right to receive one (1) share of Tilray Common Stock.
  2. F2. 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.
  3. F3. Amount includes shares of Common Stock beneficially owned by the reporting person, but excludes other unvested RSUs.
  4. F4. Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Common Stock.
  5. F5. 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.
RSUs vested 43,104 units Restricted stock units vested on July 29, 2026
Common shares acquired 43,104 shares Shares of Tilray common stock received upon RSU vesting
Common shares owned after transaction 55,542 shares Beneficially owned common stock after July 29, 2026 transactions, excluding unvested RSUs
New RSU grant 62,657 units Restricted stock units granted to director, vesting after one year of continuous service
Reverse stock split ratio 1-for-10 Reverse split of Tilray common stock effective December 2, 2025
Restricted Stock Units financial
"a total of 43,104 restricted stock units vested"
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.
reverse stock split financial
"implemented a 1-for-10 reverse stock split of its outstanding shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
beneficially owned financial
"Amount includes shares of Common Stock beneficially owned by the reporting person"
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.
accelerated vesting financial
"shall vest one year from the date of grant, with accelerated vesting solely upon death or disability"

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FAQ

What insider equity transactions did Tilray (TLRY) report for Steven Michael Cohen?

Tilray (TLRY) reported that director Steven Michael Cohen had 43,104 RSUs vest into common shares and received a grant of 62,657 new RSUs. These changes affect his equity-based compensation and increase his unvested restricted stock unit holdings.

How many Tilray (TLRY) restricted stock units vested for director Steven Michael Cohen?

On July 29, 2026, 43,104 Tilray (TLRY) RSUs vested for director Steven Michael Cohen. Each restricted stock unit represents a contingent right to receive one share of Tilray common stock, resulting in the delivery of an equal number of common shares to him.

What new RSU award did Tilray (TLRY) grant to director Steven Michael Cohen and when will it vest?

Cohen received a new award of 62,657 Tilray (TLRY) RSUs. Subject to his continuous service, these restricted stock units will vest one year from the grant date, with accelerated vesting only upon death or disability and forfeiture if he voluntarily resigns before vesting.

How many Tilray (TLRY) common shares does Steven Michael Cohen own after these transactions?

Following the July 29, 2026 transactions, Steven Michael Cohen beneficially owns 55,542 Tilray (TLRY) common shares. This reported amount includes his common stock holdings but excludes any unvested RSUs, which are reported separately as derivative securities.

What reverse stock split does Tilray (TLRY) reference in this Form 4 filing?

Tilray (TLRY) implemented a 1-for-10 reverse stock split of its outstanding common shares effective December 2, 2025. All reported RSU and listed security amounts in the insider report have been adjusted to reflect the impact of this reverse stock split on share counts.

What are the vesting conditions for the new Tilray (TLRY) RSUs granted to Steven Michael Cohen?

The 62,657 new Tilray (TLRY) RSUs vest after one year of continuous service. Vesting accelerates solely upon death or disability before that date, while a voluntary resignation prior to vesting causes all these restricted stock units to be forfeited.
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*
Cohen Steven Michael

(Last)(First)(Middle)
C/O TILRAY BRANDS, INC
265 TALBOT STREET WEST

(Street)
LEAMINGTONONN8H 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026
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 Stock07/29/2026M43,104(1)(2)A$0.0055,542(2)(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)07/29/2026M43,104(2) (5) (5)Common Stock43,104(2)$0.000D
Restricted Stock Units(4)07/29/2026A62,657 (5) (5)Common Stock62,657$0.0062,657D
Explanation of Responses:
1. On July 29, 2026, a total of 43,104 restricted stock units ("RSUs") vested. Each RSU represents a contingent right to receive one (1) share of Tilray Common Stock.
2. 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.
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.
/s/ Carl A. Merton, as Attorney-in-Fact07/30/2026
** 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)