[Form 4] Tilray Brands, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 29-30 Jul 2025 Tilray Brands (TLRY) director Renah Persofsky reported routine equity compensation activity. A new grant of 431,034 RSUs (cliff-vest one year from grant) was recorded on 29 Jul. On 30 Jul, 124,378 LTIP RSUs vested (Code M) and converted 1-for-1 into common shares. To satisfy withholding taxes, 65,921 shares were automatically surrendered to the company (Code F) at an implied $0.61.

After the transactions Persofsky holds 133,805 common shares directly (up by 58,457 net shares) plus 431,034 unvested RSUs. No open-market buying or selling occurred, and no cash changed hands. The filing does not indicate any change in role; Persofsky remains a non-executive director. Overall, the activity is typical for equity-based compensation and modestly increases insider ownership, offering a minor signal of continued alignment with shareholders.

Positive

• Director’s net common-share position increases by 58,457 shares, signalling continued insider alignment.
• 431,034 new RSUs granted provide long-term incentive tied to share performance.

Negative

• 65,921 shares (34% of vested units) surrendered to cover taxes, creating minor selling pressure.
• No open-market purchase; activity is compensation-linked, limiting bullish signal strength.

Insights

Securities Analyst

TL;DR Routine RSU vesting; director’s net stake rises 58k shares; neutral valuation impact.

The Form 4 shows standard compensation mechanics rather than discretionary trading. The newly granted 431k RSUs add long-dated equity upside but are unvested and subject to service conditions, limiting near-term float impact. The vesting event increases Persofsky’s direct ownership to 133.8k shares, a ~78% jump, but tax-related share surrender offsets 53% of the vested units. Because no open-market purchase occurred and the dollar value is modest relative to Tilray’s 742 m share base, market impact should be minimal. Nevertheless, the absence of outright selling and a higher personal stake can be viewed as a slight governance positive.

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^*

Persofsky Renah

(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	199,726(3)	D
Common Stock	07/30/2025		F		65,921(2)	D	$0.61	133,805(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)	07/29/2025		A		431,034		(5)	(5)	Common Stock	431,034	$0	431,034(6)	D
Restricted Stock Units	(4)	07/30/2025		M			124,378	(5)	(5)	Common Stock	124,378	$0	0(6)	D

Explanation of Responses:

1. On July 30, 2025, a total of 124,378 LTIP RSUs vested. Each LTIP 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 Renah Persofsky	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).
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FAQ

How many Tilray (TLRY) shares did Director Renah Persofsky acquire?

124,378 shares were issued upon RSU vesting, with a net increase of 58,457 shares after tax withholding.

Why were 65,921 TLRY shares disposed of on 30 Jul 2025?

They were withheld to satisfy tax obligations related to the RSU vesting (Form 4 Code F).

What is the status of the 431,034 RSUs granted on 29 Jul 2025?

They are unvested and set to cliff-vest one year from grant, with accelerated vesting only on death or disability.

What is Persofsky’s total TLRY ownership after the filing?

133,805 common shares directly owned plus 431,034 unvested RSUs.

Does this Form 4 indicate insider buying or selling pressure?

It reflects routine compensation events; no open-market trades occurred, so market impact is neutral to slight positive.