Insider buying: TLRY CFO adds to stake in open-market purchase

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) – Form 4 filing: Chief Financial Officer Carl A. Merton purchased 33,500 shares of common stock on 30 Jul 2025 in an open-market transaction (code “P”) at $0.5952 per share, spending roughly $20,000.

The purchase lifts his directly held stake to 798,069 shares, a figure that also counts 20,000 shares owned by his spouse and excludes unvested RSUs. No derivative securities were involved. Insider buying by a senior executive can signal confidence in the company’s prospects, although the dollar amount is modest relative to Tilray’s market capitalization.

Positive

• CFO purchased 33,500 shares on the open market, signalling personal confidence.
• Total beneficial ownership rises to 798,069 shares, increasing management alignment with shareholders.

Negative

• Dollar value of purchase is modest (~$20k), limiting financial impact.
• No additional material information or operational updates disclosed in the filing.

Insights

Equity Analyst

TL;DR: CFO’s open-market buy is a positive sentiment signal, but size is immaterial to valuation.

The transaction shows personal cash commitment by a key decision-maker, aligning management and shareholder interests. While the absolute outlay (~$20k) is small, buying rather than selling during a low share-price period may ease investor concerns about liquidity or near-term financing needs. No derivatives or 10b5-1 context lessen complexity, making this a straightforward confidence indicator.

Corporate Governance Specialist

TL;DR: Insider purchase improves governance optics and reduces agency-risk perception.

Regular, voluntary insider accumulation by senior officers is generally viewed favorably under governance best practices. The filing confirms transparent reporting, direct ownership, and spouse holdings disclosure. While the share count is small versus float, sustained buying trends could strengthen market credibility and support shareholder engagement narratives.

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
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^*

Merton Carl A

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

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		P		33,500(1)	A	$0.5952	798,069(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

Explanation of Responses:

1. On July 30, 2025, the reporting person purchased 33,500 shares of common stock of Tilray Brands, Inc. on the open market at a per share price of $0.5952.

2. Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs. Amount also includes 20,000 shares of Common Stock held by the spouse of the reporting person.

	/s/ Carl A. Merton	07/30/2025
	** 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.
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.

FAQ

How many Tilray (TLRY) shares did the CFO buy?

33,500 common shares were purchased.

What price did Carl A. Merton pay per share?

He paid $0.5952 per share on 30 Jul 2025.

What is the CFO’s total beneficial ownership after the transaction?

He now owns 798,069 shares, including 20,000 held by his spouse.

Were any derivative securities involved in this Form 4?

No. The filing reports only common stock transactions; Table II is blank.

Does this insider buying indicate positive sentiment for Tilray stock?

Open-market insider purchases by senior executives are generally viewed as a confidence signal, though the amount bought is relatively small.