Tilray Brands (TLRY) director gains 12,438 shares in Form 4 filing

Rhea-AI Filing Summary

Tilray Brands director Steven Michael Cohen reported the vesting of 12,438 Restricted Stock Units (RSUs) and acquisition of 12,438 common shares. On January 7, 2026, these RSUs vested, with each unit converting into one share of Tilray common stock, leaving him with 12,438 directly owned common shares and no remaining RSUs. The transaction is coded as an M transaction, reflecting the conversion from derivative (RSUs) to non-derivative common stock, at a reported common stock price of $8.99 on the transaction date.

The company previously implemented a 1-for-10 reverse stock split effective December 2, 2025, and all RSU and share amounts in this report are adjusted to reflect that split. This filing reflects an equity award vesting rather than an open-market purchase or sale.

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

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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)
01/07/2026

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
Common Stock	01/07/2026		M		12,438(1)	A	$8.99	12,438(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	01/07/2026		M			12,438	(3)	(3)	Common Stock	12,438	$0	0	D

Explanation of Responses:

1. On January 7, 2026, a total of 12,438 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. Each RSU represents a contingent right to receive one (1) share of Tilray Common Stock.

	/s/ Carl A. Merton, as Attorney-in-Fact for Steven Cohen	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Tilray (TLRY) disclose for Steven Michael Cohen?

The filing shows that 12,438 Restricted Stock Units (RSUs) vested for director Steven Michael Cohen on January 7, 2026, converting into 12,438 shares of Tilray common stock.

How many Tilray common shares does Steven Michael Cohen own after this Form 4 transaction?

Following the reported transaction, Steven Michael Cohen beneficially owns 12,438 shares of Tilray common stock directly, with 0 RSUs remaining.

What was the nature of the derivative transaction in Tilray’s Form 4?

The derivative transaction involved 12,438 Restricted Stock Units with transaction code M, indicating a conversion. These RSUs vested and were settled into 12,438 shares of common stock at a reported common stock price of $8.99 on the transaction date.

Did Tilray adjust share and RSU amounts for a reverse stock split?

Yes. Effective December 2, 2025, Tilray implemented a 1-for-10 reverse stock split of its outstanding common shares. The report states that all RSUs and listed securities amounts have been adjusted to reflect this split.

Is Steven Michael Cohen’s ownership in Tilray direct or indirect after this transaction?

The Form 4 indicates that the 12,438 Tilray common shares are held with direct (D) ownership, with no separate nature of indirect beneficial ownership reported.

What does the transaction code M mean in this Tilray Form 4?

Transaction code M indicates the exercise or conversion of a derivative security. In this case, it reflects RSUs vesting and converting into common stock for Tilray.