Tilray director Hopkinson files Form 4, boosts equity via RSUs

Rhea-AI Filing Summary

Tilray Brands (TLRY) director David G. Hopkinson reported two equity-compensation transactions. On 29 Jul 2025 he received 431,034 new restricted stock units (RSUs); these cliff-vest one year from grant, with accelerated vesting only on death or disability and full forfeiture upon voluntary resignation before that date. On 30 Jul 2025 a prior RSU award vested, converting 124,378 units into common shares via an “M” code (derivative conversion) at an indicated price of $0.61 per share.

After the transactions Hopkinson directly holds 335,563 common shares and 431,034 unvested RSUs; no derivative balance remains from the vested grant. The Form 4 shows no open-market purchases or sales, suggesting these are routine director compensation events rather than directional trades.

Insights

Securities Analyst

TL;DR: Routine compensation—director adds RSUs, no open-market activity; neutral for valuation.

The filing documents a standard equity award and associated vesting. The 431k RSU grant aligns with annual director compensation practices and vests in one year, imposing continued-service conditions. The 124k-share conversion increases the director’s immediate equity exposure but involves no cash purchase or discretionary sale, limiting signalling value. Given Tilray’s >800 m outstanding shares, the amounts are immaterial (<0.1%). I view the disclosure as neutral to share price and sentiment.

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

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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^*

Hopkinson David G.

(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)

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

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		124,378(1)	A	$0.61	335,563(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			124,378	(3)	(3)	Common Stock	124,378	$0	0(3)	D
Restricted Stock Units	(4)	07/29/2025		A		431,034		(4)	(4)	Common Stock	431,034	$0	431,034(5)	D

Explanation of Responses:

1. On July 30, 2025, a total of 124,378 RSUs vested. Each RSU represents a contingent 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 RSUs.

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

4. 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.

5. Amount represents the total amount of unvested RSUs and underlying shares of Tilray Common Stock.

	/s/ Carl A. Merton, as Attorney-in-Fact for Hopkinson, David G	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 Tilray (TLRY) shares vested for director David Hopkinson on July 30 2025?

A total of 124,378 restricted stock units vested and converted into common shares.

What size was the new RSU grant to Hopkinson on July 29 2025?

He received 431,034 restricted stock units with a one-year cliff vesting schedule.

When will the 431,034 RSUs granted to Hopkinson vest?

They vest one year from the July 29 2025 grant date, subject to continued service.

What is Hopkinson’s total direct Tilray share ownership after the Form 4 transactions?

He holds 335,563 common shares plus 431,034 unvested RSUs.

Were any Tilray shares sold in this Form 4 filing?

No. The filing reflects an RSU vesting and a new RSU grant—no shares were sold.