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Tilray Brands (TLRY) certifies 96.4% EBITDA goal for exec PSU payout

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) reported that Chief Strategy Officer Denise M. Faltischek had performance-based restricted stock units ("2023 EBITDA PSUs") vest and convert into common stock on August 26, 2026. A total of 58,204 and 120,017 PSUs converted into an equal number of Tilray common shares. To cover tax obligations upon vesting, 30,849 and 63,610 shares were withheld by the company at a price of $4.88 per share rather than being delivered. The compensation committee certified 96.4% achievement of the three-year cumulative EBITDA performance target, resulting in a 92.8% payout of the 2023 EBITDA PSU awards, with part of one award settled in cash instead of additional shares.

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Insider FALTISCHEK DENISE M
Role Chief Strategy Officer
Type Security Shares Price Value
Exercise Performance Based Restricted Stock Units F1, F4 58,204 $0.00 $0.00
Exercise Performance Based Restricted Stock Units F1, F5 120,017 $0.00 $0.00
Exercise Common Stock F1, F2 58,204 $0.00 $0.00
Tax Withholding Common Stock F3, F2 30,849 $4.88 $151K
Exercise Common Stock F1, F2 120,017 $0.00 $0.00
Tax Withholding Common Stock F3, F2 63,610 $4.88 $310K
Holdings After Transaction: Performance Based Restricted Stock Units — 0 shares (Direct); Common Stock — 225,047 shares (Direct)
Footnotes (5)
  1. F1. Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock.
  2. F2. Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs").
  3. F3. The shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation on vesting of the PSU Awards.
  4. F4. The reporting person was granted 62,720 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award.
  5. F5. The reporting person was granted 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. Each PSU converts into one share of Issuer's common stock and the reporting person received the remainder cash value thereof in lieu of the delivery of stock.
PSUs converted 58,204 Performance Based Restricted Stock Units Converted into 58,204 shares of Tilray common stock on August 26, 2026
PSUs converted 120,017 Performance Based Restricted Stock Units Converted into 120,017 shares of Tilray common stock on August 26, 2026
Shares withheld for taxes 30,849 shares Common stock withheld to satisfy tax withholding on PSU vesting
Shares withheld for taxes 63,610 shares Additional common stock withheld to satisfy tax withholding on PSU vesting
Withholding price $4.88 per share Value used for shares withheld to satisfy tax obligations
Certified performance level 96.4% Cumulative EBITDA performance target achieved for 3-year period beginning June 1, 2023
PSU payout percentage 92.8% Payout level of each 2023 EBITDA PSU award based on certified performance
Original 2023 EBITDA PSU grant 62,720 units Granted to the reporting person on July 26, 2023, for one of the PSU awards
Performance Based Restricted Stock Units financial
"Each performance based restricted stock unit (the "2023 EBITDA PSU")"
Performance-based restricted stock units are a form of employee pay where shares are promised but only delivered if the company meets specific performance targets over time. Like a trophy awarded to a team after hitting certain goals, they align employee incentives with business results and can affect future share counts and earnings—so investors watch them for signals about management’s motivation, potential dilution, and the likelihood of meeting growth or profit targets.
2023 EBITDA PSU financial
"Each performance based restricted stock unit (the "2023 EBITDA PSU")"
cumulative performance target financial
"certified the achievement at 96.4% of the cumulative performance target"
payout financial
"resulting in 92.8% payout of each 2023 EBITDA PSU award"

FAQ

What equity award vested for Tilray Brands (TLRY) executive Denise Faltischek?
Denise M. Faltischek had 2023 EBITDA performance-based restricted stock units vest on August 26, 2026. Two tranches of 58,204 and 120,017 PSUs each converted into the same number of Tliray common shares, subject to tax withholding and partial cash settlement.

How many Tilray (TLRY) shares were withheld for taxes in this Form 4 filing?
Tilray withheld 30,849 and 63,610 shares of common stock, totaling 94,459 shares, to satisfy Denise Faltischek’s tax withholding obligations on the vesting of her 2023 EBITDA PSU awards, at a per-share value of $4.88.

What performance level was certified for Tilray (TLRY) 2023 EBITDA PSUs?
Tilray’s compensation committee certified achievement of 96.4% of the cumulative EBITDA performance target for the three-year period from June 1, 2023 to May 31, 2026, resulting in a 92.8% payout of each 2023 EBITDA PSU award.

Were all Tilray (TLRY) 2023 EBITDA PSUs settled in stock for the executive?
No. Each 2023 EBITDA PSU converts into one Tilray common share, but for one award Denise Faltischek received part of the value in cash instead of additional shares, according to the footnote describing the settlement.

Was this Tilray (TLRY) insider transaction under a Rule 10b5-1 plan?
No. The filing indicates the Rule 10b5-1 checkbox is not affirmed for these transactions, and there is no footnote stating that the conversions or tax withholdings were executed under a pre-arranged trading plan.

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Form 4 Insider Transactions: What Each Field Means →
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*
FALTISCHEK DENISE M
(Last)(First)(Middle)
C/O TILRAY BRANDS, INC.
445 PARK AVENUE
(Street)
NEW YORK NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Tilray Brands, Inc. [ TLRY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Strategy Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026		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 Stock08/26/2026M58,204A$0.00(1)199,489(2)D
Common Stock08/26/2026F30,849(3)D$4.88168,640(2)D
Common Stock08/26/2026M120,017A$0.00(1)288,657(2)D
Common Stock08/26/2026F63,610(3)D$4.88225,047(2)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
Performance Based Restricted Stock Units(1)08/26/2026M58,204 (4) (4)Common Stock58,204$0.000D
Performance Based Restricted Stock Units(1)08/26/2026M120,017 (5) (5)Common Stock120,017$0.000D
Explanation of Responses:
1. Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock.
2. Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs").
3. The shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation on vesting of the PSU Awards.
4. The reporting person was granted 62,720 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award.
5. The reporting person was granted 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. Each PSU converts into one share of Issuer's common stock and the reporting person received the remainder cash value thereof in lieu of the delivery of stock.
/s/ Denise M. Faltischek08/27/2026
** 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)

Source: View Original Filing on SEC EDGAR