[Form 4] Tilray Brands, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tilray Brands (TLRY) Form 4 – Chief Strategy Officer Denise M. Faltischek

On 30-Jul-25 the executive converted 261,194 previously-granted 2024 RSUs into common shares (code M) at $0.61. To satisfy withholding taxes, 138,433 shares were surrendered (code F) at the same price. Net effect: an additional 122,761 shares, lifting her direct stake to 780,636.

On 29-Jul-25 she also received 1,873,707 new RSUs (code A) at no cost. These long-term incentive units vest 50 % on 29-Jul-26 and 50 % on 29-Jul-27, contingent on continued employment; unvested units lapse if she resigns.

Post-transactions she holds 780,636 common shares, 261,194 vested derivative shares and 1,873,707 unvested RSUs. Activity was compensation-driven with no open-market buying or discretionary selling, limiting immediate market impact but signalling retention and incentive alignment.

Positive

• Net increase of 122,761 common shares shows insider retaining equity rather than selling.
• 1.87 M RSU grant ties compensation to multi-year performance, enhancing alignment.

Negative

• Potential dilution from 1.87 M RSUs could pressure future EPS and share count.
• 138,433 shares sold for tax reduces the strength of any bullish ownership signal.

Insights

Equity Analyst

TL;DR: Neutral; net share gain small but large RSU grant boosts future dilution.

The CSO increased her direct ownership by roughly 16 % while receiving a significant 1.87 M RSU package. Because the acquisition arose from vesting, not open-market buying, it offers limited bullish signalling. The two-year, performance-contingent vesting aligns management with shareholders, yet eventual share issuance may dilute equity by ~0.3 % of current float. Withholding-tax sale limits immediate net buying. Overall, the filing is routine compensation with modest dilution risk.

Corporate-Governance Specialist

TL;DR: Incentive-alignment positive, but grant size warrants dilution monitoring.

The LTIP award locks the CSO through mid-2027, supporting leadership stability. Two-stage vesting and forfeiture on early exit protect shareholders. However, the magnitude of unvested RSUs could raise future say-on-pay scrutiny and EPS impact when settled. No red flags on insider selling beyond tax obligations.

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
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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.

265 TALBOT STREET WEST

(Street)

LEAMINGTON A6 N8H 4H3

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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	07/30/2025		M		261,194(1)	A	$0.61	919,069(2)	D
Common Stock	07/30/2025		F		138,433(3)	D	$0.61	780,636(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	(4)	07/30/2025		M			261,194	(4)	(4)	Common Stock	261,194	$0	261,194	D
Restricted Stock Units	(5)	07/29/2025		A		1,873,707		(6)	(6)	Common Stock	1,873,707	$0	1,873,707	D

Explanation of Responses:

1. On July 30, 2024, the reporting person was granted 522,388 of 2024 RSUs, and 261,194 RSUs vested on July 30, 2025.

2. Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.

3. Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 261,194 2024 RSUs previously granted on July 30, 2024.

4. Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.

5. Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Common Stock. Grant date is based on close of trading on July 29, 2025.

6. Subject to the reporting person's continuous employment through the vesting date, the LTIP RSUs shall vest in two (2) equal annual installments, commencing on July 29, 2026, and July 29, 2027, except in the case of the reporting person's earlier voluntary resignation, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.

	/s/ Denise M. Faltischek	07/31/2025
	** 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.
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FAQ

How many TLRY shares did Denise Faltischek acquire on 30-Jul-25?

261,194 shares were issued upon RSU vesting; 138,433 were withheld for taxes, netting 122,761.

What is the size of the new RSU grant to Tilray's CSO?

She received 1,873,707 RSUs on 29-Jul-25 at no cost.

When will the newly granted TLRY RSUs vest?

They vest in two equal tranches on 29-Jul-26 and 29-Jul-27, subject to continued employment.

What is the CSO's total direct TLRY shareholding after the Form 4 transactions?

She now directly owns 780,636 common shares.

Did the executive sell shares on the open market?

No. The only disposition was tax-related withholding; there were no discretionary market sales.