STOCK TITAN

Tilray Brands (TLRY) director awarded 62,657 RSUs as 43,104 shares vest

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tilray Brands, Inc. director David G. Hopkinson reported equity award activity. On July 30, 2026 he received a grant of 62,657 restricted stock units (RSUs), each representing one share of common stock and vesting in one year, subject to continued service and limited acceleration on death or disability. On July 29, 2026, 43,104 RSUs vested and converted into 43,104 shares of common stock, which he now holds directly; this amount excludes other unvested RSUs. Tilray previously implemented a 1-for-10 reverse stock split effective December 2, 2025, and all RSU amounts reflect that adjustment.

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Insider Hopkinson David G.
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F4, F5 62,657 $0.00 $0.00
Exercise Restricted Stock Units F4, F2, F5 43,104 $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 — 43,104 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 granted 62,657 restricted stock units Equity grant to director David G. Hopkinson on July 30, 2026
RSUs vested 43,104 restricted stock units RSUs that vested on July 29, 2026 and converted into common stock
Common shares held 43,104 shares of common stock Direct holdings following RSU vesting and conversion, excluding unvested RSUs
Reverse stock split ratio 1-for-10 Reverse stock split of Tilray common stock effective December 2, 2025
RSU vesting period 1 year New RSU grant vests one year from the date of grant, subject to continuous service
Restricted Stock Units financial
"A total of 43,104 restricted stock units ("RSUs") 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
"Tilray 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
"RSUs shall vest one year from grant, with accelerated vesting upon death or disability."
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share."

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FAQ

What equity award did Tilray (TLRY) director David Hopkinson receive in this Form 4?

David Hopkinson received a grant of 62,657 restricted stock units (RSUs) on July 30, 2026. Each RSU represents a contingent right to one share of Tilray common stock and will vest after one year of continuous service, with limited acceleration on death or disability.

How many Tilray (TLRY) RSUs vested for David Hopkinson and what did he receive?

On July 29, 2026, 43,104 RSUs vested for David Hopkinson. Each vested RSU converted into one share of Tilray common stock, resulting in 43,104 shares of common stock held directly by him after the transaction, excluding any other unvested RSUs.

What are the vesting conditions for the new Tilray (TLRY) RSU grant to David Hopkinson?

The 62,657 RSUs granted to David Hopkinson vest one year from the grant date, subject to his continuous service. Vesting accelerates solely upon death or disability before that date, and all RSUs are forfeited if he voluntarily resigns before vesting.

How did Tilray’s (TLRY) reverse stock split affect the RSU amounts in this filing?

Tilray implemented a 1-for-10 reverse stock split effective December 2, 2025. All RSU and listed security amounts in this report, including the 62,657 granted and 43,104 vested units, have been adjusted to reflect that reverse split on the company’s common stock.

How many Tilray (TLRY) common shares does David Hopkinson hold after the reported transactions?

Following the RSU vesting and conversion, David Hopkinson directly holds 43,104 shares of Tilray common stock. This figure includes common shares beneficially owned by him but specifically excludes other unvested RSUs, which remain outstanding and subject to future vesting.

Were David Hopkinson’s Tilray (TLRY) transactions made under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not marked, so these equity award and vesting transactions are not reported as being effected pursuant to a Rule 10b5-1 trading plan. They instead reflect standard RSU grant and vesting mechanics.
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*
Hopkinson David G.

(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$0.0043,104(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)07/30/2026A62,657 (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)