Tilray (TLRY) Insider Filing: New 431K RSUs, Minor Net Share Gain

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) – Form 4 filing dated 07/31/2025. Director David F. Clanachan reported two equity events. On 07/30/2025, 124,378 restricted-stock units (RSUs) vested; at the $0.61 reference price the shares converted to common stock (transaction code “M”). To cover withholding taxes, the company retained 65,921 shares (code “F”), leaving the insider with net 58,457 new shares. His direct common-stock holding rises to 170,959 shares after the transactions.

Separately, on 07/29/2025 the director received a new grant of 431,034 RSUs (code “A”). These units vest in one year, subject to continuous service, with accelerated vesting only upon death or disability; voluntary resignation triggers forfeiture. After the grant, Clanachan holds 431,034 unvested RSUs and zero vested units remaining from the prior award.

No open-market purchases or sales occurred, and there is no impact on Tilray’s cash flow or share count beyond ordinary share issuance for equity compensation. The filing primarily signals continued board-level equity alignment rather than a directional view on TLRY’s valuation.

Positive

• Director increases direct share ownership by net 58,457 shares, signalling continued personal stake in TLRY.
• New 431,034-share RSU grant aligns board incentives with shareholder value creation.

Negative

• Share-settled tax withholding adds minor dilution and indicates no cash outlay by insider.
• No open-market purchase; transaction does not convey bullish conviction on stock price.

Insights

Securities Analyst

TL;DR: Routine RSU vesting and new grant; no open-market activity, neutral for valuation.

The director’s transactions are compensation-related. Net share addition of 58.5k is immaterial (<0.05 % of basic shares). New 431k RSU grant aligns incentives but introduces potential future dilution of roughly 0.06 % once vested—insignificant versus Tilray’s 740 m shares outstanding. Absence of insider buying or selling suggests no distinct signal on near-term fundamentals. Overall market impact should be negligible.

Corporate Governance Expert

TL;DR: Equity compensation reinforces board alignment; standard practice, marginal dilution.

The one-year cliff vesting encourages short-term retention, while accelerated vesting only for death/disability limits windfalls. Tax-withholding via share surrender is routine and avoids cash payout. Grant size is consistent with mid-cap cannabis peers. No red flags on compliance—Form 4 filed promptly and signed by attorney-in-fact. Investors should view this as normal governance housekeeping rather than a strategic event.

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^*

Clanachan David F

(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	236,880(3)	D
Common Stock	07/30/2025		F		65,921(2)	D	$0.61	170,959(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 David Clanachan	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 David Clanachan acquire on 07/30/2025?

He received 124,378 shares from RSU vesting, of which 65,921 were withheld for taxes, leaving 58,457 net shares added to his holdings.

What is David Clanachan's total direct ownership after the Form 4 transactions?

The director now directly owns 170,959 Tilray common shares plus 431,034 unvested RSUs.

Did the insider sell any Tilray shares on the open market?

No. All reported share movements were internal—RSU vesting and tax withholding—with no open-market sales or purchases.

What are the vesting terms for the newly granted 431,034 RSUs?

They vest one year from the 07/29/2025 grant date, subject to continuous service, with acceleration only upon death or disability.

Will the RSU grant cause significant dilution for Tilray shareholders?

The potential dilution is approximately 0.06 % of Tilray’s outstanding shares, a minimal impact.