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Tilray Brands (TLRY) CEO’s 1.21M-share PSU award detailed

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) reported that President and CEO Irwin D. Simon had performance-based restricted stock units convert into 1,212,168 shares of common stock on August 26, 2026, through derivative exercises. In connection with the vesting of these 2023 EBITDA PSUs, 642,450 shares of common stock were disposed of at $4.88 per share to satisfy tax withholding obligations, with the remaining shares retained as common stock. Footnotes state that the Compensation Committee certified achievement of 96.4% of the cumulative performance target, resulting in a 92.8% payout of the 2023 EBITDA PSU awards, each unit representing one share of Tilray common stock.

Positive

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Negative

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Insider SIMON IRWIN D
Role President and CEO
Type Security Shares Price Value
Exercise Performance Based Restricted Stock Units F1, F4 408,605 $0.00 $0.00
Exercise Performance Based Restricted Stock Units F1, F5 803,563 $0.00 $0.00
Exercise Common Stock F1, F2 408,605 $0.00 $0.00
Tax Withholding Common Stock F3, F2 216,561 $4.88 $1.06M
Exercise Common Stock F1, F2 803,563 $0.00 $0.00
Tax Withholding Common Stock F3, F2 425,889 $4.88 $2.08M
Holdings After Transaction: Performance Based Restricted Stock Units — 0 shares (Direct); Common Stock — 1,309,031 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 440,307 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.
Common shares acquired via PSU conversions 1,212,168 shares Total of 408,605 and 803,563 shares of common stock acquired on August 26, 2026
Common shares withheld for taxes 642,450 shares 216,561 and 425,889 shares of common stock disposed of to satisfy tax withholding obligations
Tax withholding price per share $4.88 per share Price used for payment of tax liability by delivering or withholding securities
Certified performance achievement 96.4% Cumulative performance target for 3-year period beginning June 1, 2023 and ending May 31, 2026
PSU payout percentage 92.8% Payout of each 2023 EBITDA PSU award based on certified performance
2023 EBITDA PSUs granted 440,307 units 2023 EBITDA PSUs granted to the reporting person on July 26, 2023 as described in a footnote
Performance Based Restricted Stock Units financial
"Security title listed as "Performance Based Restricted Stock Units" for derivative transactions"
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") represents the right"
cumulative performance target financial
"certified the achievement at 96.4% of the cumulative performance target for the 3-year"
tax withholding obligation financial
"shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation"
payout of each 2023 EBITDA PSU award financial
"resulting in 92.8% payout of each 2023 EBITDA PSU award"

FAQ

What equity awards did TLRY President and CEO Irwin D. Simon have vest on August 26, 2026?
On August 26, 2026, Irwin D. Simon had 2023 EBITDA performance-based restricted stock units vest, which converted into 1,212,168 shares of Tilray common stock, with each PSU representing the right to receive one share of common stock.

How many Tilray (TLRY) shares did Irwin D. Simon acquire from PSU conversions?
Irwin D. Simon acquired 1,212,168 shares of Tilray common stock through the exercise or conversion of performance-based restricted stock units on August 26, 2026, consisting of 408,605 shares and 803,563 shares from two separate derivative transactions.

How many Tilray (TLRY) shares were withheld for taxes in Irwin D. Simon’s Form 4?
A total of 642,450 shares of Tilray common stock were disposed of to satisfy tax withholding obligations upon vesting of the PSU awards, including 216,561 shares and 425,889 shares withheld at a price of $4.88 per share.

What performance level was certified for Tilray’s 2023 EBITDA PSUs reported in this Form 4?
Tilray’s Compensation Committee certified achievement at 96.4% of the cumulative performance target for the 3-year period beginning June 1, 2023 and ending May 31, 2026, resulting in a 92.8% payout of each 2023 EBITDA PSU award.

Were Irwin D. Simon’s Tilray (TLRY) transactions under a Rule 10b5-1 plan?
The filing indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes do not state that these transactions were made pursuant to a Rule 10b5-1 trading plan.

What does each 2023 EBITDA PSU reported for Tilray (TLRY) represent?
Each 2023 EBITDA PSU represents the right to receive one share of Tilray common stock. For certain awards, the reporting person received the remaining cash value in lieu of delivery of additional stock, as described in the footnotes.

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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*
SIMON IRWIN D
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
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 Stock08/26/2026M408,605A$0.00(1)1,147,918(2)D
Common Stock08/26/2026F216,561(3)D$4.88931,357(2)D
Common Stock08/26/2026M803,563A$0.00(1)1,734,920(2)D
Common Stock08/26/2026F425,889(3)D$4.881,309,031(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)08/26/2026M408,605 (4) (4)Common Stock408,605$0.000D
Performance Based Restricted Stock Units(1)08/26/2026M803,563 (5) (5)Common Stock803,563$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 440,307 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/ Irwin D. Simon08/27/2026
** 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