Mitchell Gendel - 29 Jul 2025 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role: Global General Counsel
Signature: /s/ Mitchell Gendel
Issuer symbol: TLRY
Transactions as of: 29 Jul 2025
Net transactions value: +$69,892
Form type: 4
Filing time: 31 Jul 2025, 18:18:49 UTC
Previous filing: 04 Jun 2025
Next filing: 04 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Gendel Mitchell	Global General Counsel	C/O TILRAY BRANDS, INC., 265 TALBOT STREET WEST, LEAMINGTON, ONTARIO, CANADA	/s/ Mitchell Gendel	31 Jul 2025	0001313565

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TLRY	Common Stock	Options Exercise	$148,706	+243,781	+46%	$0.6100	777,345	30 Jul 2025	Direct	F1, F2
transaction	TLRY	Common Stock	Tax liability	$78,814	-129,204	-17%	$0.6100	648,141	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	-243,781	-50%	$0.000000	243,781	30 Jul 2025	Common Stock	243,781		Direct	F4
transaction	TLRY	Restricted Stock Units	Award	$0	+1,748,793		$0.000000	1,748,793	29 Jul 2025	Common Stock	1,748,793		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 487,562 of 2024 RSUs, and 243,781 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 243,781 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.