Tilray Brands, Inc. (TLRY) director gets 62,657 RSUs as 43,104 shares vest

Rhea-AI Filing Summary

Tilray Brands director Thomas P. Looney reported equity compensation activity. On July 30, 2026 he received a grant of 62,657 restricted stock units, each representing one share of common stock, scheduled to vest in one year subject to continued service.

On July 29, 2026, 43,104 RSUs vested and were converted into the same number of Tilray common shares, bringing his direct beneficial ownership to 397,520 shares, excluding unvested RSUs. All share and RSU amounts reflect Tilray’s 1-for-10 reverse stock split effective December 2, 2025.

Insider Trade Summary

Net Buyer: 43,104 shares

Net Buy 3 txns

Insider Looney Thomas P.

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 — 397,520 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.

Key Figures

RSUs granted: 62,657 units RSUs vested: 43,104 units Common shares issued on vesting: 43,104 shares +3 more

6 metrics

RSUs granted 62,657 units Restricted stock units granted to Thomas P. Looney on July 30, 2026

RSUs vested 43,104 units Restricted stock units that vested on July 29, 2026

Common shares issued on vesting 43,104 shares Common stock received upon conversion of vested RSUs on July 29, 2026

Direct common stock ownership 397,520 shares Shares beneficially owned by Thomas P. Looney after the July 29, 2026 transactions

Reverse stock split ratio 1-for-10 Tilray reverse stock split of common stock effective December 2, 2025

RSU vesting period 1 year New RSU grant vests one year from the grant date, subject to continuous service

Key Terms

Restricted Stock Units, reverse stock split, beneficially owned, accelerated vesting

4 terms

Restricted Stock Units financial

"Security title is listed as Restricted Stock Units for equity awards."

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."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/30/2026 - 04:26 PM Accepted by SEC EDGAR 07/30/2026 - 04:26 PM Learn about SEC filing dates

FAQ

What equity awards did Tilray (TLRY) director Thomas P. Looney receive in this Form 4?

Thomas P. Looney received a grant of 62,657 restricted stock units on July 30, 2026. Each RSU represents one share of Tilray common stock and is scheduled to vest after one year of continuous service, with certain accelerated vesting on death or disability.

How many Tilray (TLRY) RSUs vested for Thomas P. Looney on July 29, 2026?

On July 29, 2026, 43,104 restricted stock units vested for Thomas P. Looney. Each RSU represents a contingent right to receive one share of Tilray common stock, so 43,104 common shares were issued upon this vesting event.

What is Thomas P. Looney’s Tilray (TLRY) common stock ownership after these transactions?

After the July 29, 2026 vesting, Thomas P. Looney directly beneficially owned 397,520 shares of Tilray common stock. This figure specifically excludes any unvested RSUs, which are not counted in the reported beneficial ownership total.

Did the Tilray (TLRY) Form 4 report any open-market stock sales by Thomas P. Looney?

No. The Form 4 lists an RSU vesting and a new RSU grant, plus the related share issuance, but shows no transactions with an “S” (sale) code. The activity reflects compensation-related equity movements, not open-market share sales.

How does Tilray (TLRY)’s reverse stock split affect the RSU and share numbers in this Form 4?

Tilray implemented a 1-for-10 reverse stock split effective December 2, 2025. The filing states all RSU and listed securities amounts, including the 43,104 vested RSUs and 397,520 owned shares, have been adjusted to reflect this split ratio.

What are the vesting conditions for the 62,657 Tilray (TLRY) RSUs granted to Thomas P. Looney?

The 62,657 RSUs vest one year from the grant date if Thomas P. Looney remains in continuous service. Vesting accelerates solely upon death or disability; if he voluntarily resigns before the vesting date, all of these RSUs will be forfeited.

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^*

Looney Thomas P.

(Last) (First) (Middle)

C/O TILRAY BRANDS, INC.

265 TALBOT STREET WEST

(Street)

LEAMINGTON ON N8H 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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2026		M		43,104(1)(2)	A	$0.00	397,520(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	07/29/2026		M			43,104(2)	(5)	(5)	Common Stock	43,104(2)	$0.00	0	D
Restricted Stock Units	(4)	07/30/2026		A		62,657		(5)	(5)	Common Stock	62,657	$0.00	62,657	D

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-Fact	07/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)