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Tilray Brands (TLRY) director granted 62,657 RSUs, shares withheld for taxes

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

Rhea-AI Filing Summary

Tilray Brands, Inc. director Johann Michael Herhalt reported equity compensation and related tax withholding. On July 30, 2026, he received 62,657 restricted stock units (RSUs), each representing one share of Tilray common stock. On July 29, 2026, 43,104 RSUs vested and converted into common stock, and 21,552 shares were withheld at $3.99 per share to satisfy tax withholding obligations. The new RSUs vest one year from the grant date, subject to continuous service, with accelerated vesting only upon death or disability and forfeiture upon voluntary resignation before vesting.

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Insider Herhalt Johann Michael
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F5 62,657 $0.00 $0.00
Exercise Restricted Stock Units F5, F2, F6 43,104 $0.00 $0.00
Exercise Common Stock F1, F2, F3 43,104 $0.00 $0.00
Tax Withholding Common Stock F4, F3 21,552 $3.99 $86K
Holdings After Transaction: Restricted Stock Units — 62,657 shares (Direct); Common Stock — 195,561 shares (Direct)
Footnotes (6)
  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. Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 43,104 LTIP RSUs previously granted on July 30, 2025
  5. F5. Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Common Stock.
  6. F6. 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.
RSUs granted 62,657 RSUs Restricted stock units granted to director on July 30, 2026
RSUs vested 43,104 RSUs RSUs that vested on July 29, 2026, each for one share of common stock
Shares withheld for taxes 21,552 shares Common shares withheld to satisfy tax obligations on RSU vesting
Tax withholding price $3.99 per share Per-share value used for shares withheld for tax obligations
Reverse stock split ratio 1-for-10 Reverse split of common stock effective December 2, 2025
Derivative exercises 43,104 RSUs RSUs exercised/converted into common stock on July 29, 2026
restricted stock units financial
"Each restricted stock unit represents a contingent right to receive one share"
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 common stock"
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.
tax withholding obligation financial
"Represents shares withheld by the Company to satisfy the tax withholding obligation"
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.

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FAQ

What equity awards did Tilray (TLRY) director Johann Michael Herhalt receive in this filing?
Johann Michael Herhalt received 62,657 restricted stock units (RSUs) on July 30, 2026. Each RSU represents a contingent right to receive one share of Tilray common stock and will vest in one year, subject to his continuous service with limited acceleration events.

How many Tilray (TLRY) RSUs vested for Johann Michael Herhalt on July 29, 2026?
On July 29, 2026, 43,104 RSUs vested for Johann Michael Herhalt. Each vested RSU converted into one share of Tilray common stock, reflecting long-term incentive compensation that had previously been granted and was subject to vesting conditions.

How many Tilray (TLRY) shares were withheld for taxes and at what price?
Tilray withheld 21,552 shares of common stock from Johann Michael Herhalt at $3.99 per share. These shares covered the tax withholding obligation arising from the vesting of 43,104 long-term incentive plan RSUs granted on July 30, 2025.

Are Johann Michael Herhalt’s Tilray (TLRY) transactions under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmative, indicating the reported transactions were not designated as being made under a Rule 10b5-1 trading plan. No footnote describes any pre-arranged trading arrangement for these awards or tax withholdings.

What are the vesting terms for Johann Michael Herhalt’s new Tilray (TLRY) RSUs?
The 62,657 new RSUs vest one year from the grant date, subject to Herhalt’s continuous service. Vesting accelerates solely upon death or disability, and any voluntary resignation before the vesting date results in forfeiture of all unvested RSUs.

How did Tilray’s (TLRY) reverse stock split affect the RSU amounts in this Form 4?
Tilray implemented a 1-for-10 reverse stock split of its common stock effective December 2, 2025. All RSU and security amounts reported for Johann Michael Herhalt in this Form 4 are adjusted to reflect the impact of that reverse stock split.
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*
Herhalt Johann Michael
(Last)(First)(Middle)
C/O TILRAY BRANDS, INC.
265 TALBOT STREET WEST
(Street)
LEAMINGTONN8H 4H3
(City)(State)(Zip)
ONTARIO, CANADA
(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
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)
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 Stock07/29/2026M43,104(1)(2)A$0.00217,113(2)(3)D
Common Stock07/29/2026F21,552(4)D$3.99195,561(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(5)07/29/2026M43,104(2) (6) (6)Common Stock43,104(2)$0.000D
Restricted Stock Units(5)07/30/2026A62,657 (5) (5)Common Stock62,657$0.0062,657D
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. Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 43,104 LTIP RSUs previously granted on July 30, 2025
5. Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Common Stock.
6. 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-Fact07/30/2026
** 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