Tilray (TLRY) Form 4: Steven Cohen Receives 431K RSUs in 2025 Grant

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) – Form 4 filing dated 07/31/2025

Director Steven M. Cohen reported a single insider transaction on 07/29/2025. The company granted him 431,034 Restricted Stock Units (RSUs) at no cost (Transaction Code A). These RSUs represent the right to receive an equivalent number of TLRY common shares once vested. Vesting occurs one year after the grant date, contingent on continued board service, with accelerated vesting only upon death or disability; any voluntary resignation before that date results in forfeiture.

Following the grant, Cohen’s beneficial ownership is 431,034 derivative securities; no open-market purchases or sales of common stock were reported, and there were no changes in non-derivative holdings. The filing reflects standard director equity compensation and does not involve cash consideration or immediate dilution, as shares will be issued in the future upon vesting.

Positive

• No insider selling: the filing records an equity grant, not a disposal, avoiding negative sentiment that can follow director sales.

Negative

• Potential future dilution: 431,034 new shares will enter the float upon RSU vesting, albeit representing only ~0.06 % of shares outstanding.

Insights

Equity Compensation Analyst

TL;DR: Routine director RSU grant; no buy/sell signal, neutral impact.

The Form 4 records a scheduled equity award rather than a discretionary purchase or sale. Because the RSUs vest after one year and were issued at $0, the grant is essentially part of the board’s annual compensation plan. No immediate cash outlay by the insider and no shares hit the market today, so dilution is deferred. Investors should view the event as neutral; it neither signals insider confidence (no open-market buying) nor concern (no selling). The 431k-share figure equates to roughly 0.06 % of TLRY’s ~698 M shares outstanding—immaterial to float or EPS.

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^*

Cohen Steven Michael

(Last) (First) (Middle)

C/O TILRAY BRANDS, INC

265 TALBOT STREET WEST

(Street)

LEAMINGTON A6 N8H 5L4

(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

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)	07/29/2025		A		431,034		(1)	(1)	Common Stock	431,034	$0	431,034(2)	D

Explanation of Responses:

1. 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.

2. Amount represents the total amount of unvested RSUs and underlying shares of Tilray Common Stock.

	/s/ Carl A. Merton, as Attorney-in-Fact for Steven M. Cohen	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.
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.

FAQ

How many TLRY shares did Director Steven M. Cohen acquire?

He received 431,034 Restricted Stock Units, convertible 1-for-1 into common shares upon vesting.

Was the transaction a purchase or an equity grant?

It was an equity grant (Transaction Code A); no cash was paid for the RSUs.

When do the RSUs granted to Cohen vest?

They vest one year from the 07/29/2025 grant date, with acceleration only on death or disability.

Did the filing report any insider selling of TLRY stock?

No. The Form 4 shows no sales or disposals of TLRY common shares.

What is Cohen’s total beneficial ownership after the grant?

He now beneficially owns 431,034 derivative securities (unvested RSUs); no common shares were disclosed.