IRWIN D. SIMON - 29 Jul 2025 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role: President and CEO
Signature: /s/ Carl A. Merton, as Attorney-in-Fact for Irwin D Simon
Issuer symbol: TLRY
Transactions as of: 29 Jul 2025
Transactions value $: $337,293
Form type: 4
Filing time: 31 Jul 2025, 18:15:32 UTC
Previous filing: 16 Jun 2025
Next filing: 30 Jul 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
SIMON IRWIN D	President and CEO	C/O TILRAY BRANDS, INC., 265 TALBOT STREET WEST, LEAMINGTON, ONTARIO, CANADA	/s/ Carl A. Merton, as Attorney-in-Fact for Irwin D Simon	31 Jul 2025	0000922748

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Common Stock	Options Exercise	$717,644	+1,176,467	+29.85%	$0.61	5,118,100	30 Jul 2025	Direct	F1, F2
transaction	TLRY	Common Stock	Tax liability	-$380,352	-623,528	-12.18%	$0.61	4,494,572	30 Jul 2025	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TLRY	Restricted Stock Units	Options Exercise	$0	-1,176,467	-50%	$0	1,176,467	30 Jul 2025	Common Stock	1,176,467		Direct	F4
transaction	TLRY	Restricted Stock Units	Award	$0	+8,568,966		$0	8,568,966	29 Jul 2025	Common Stock	8,568,966		Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 30, 2024, the reporting person was granted 2,352,935 of 2024 RSUs, and 1,176,467 RSUs vested on July 30, 2025.
F2	Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs.
F3	Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 1,176,467 of 2024 RSUs previously granted on July 30, 2024.
F4	Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.
F5	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.
F6	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.