Changes in Beneficial Ownership · 4
Tilray Brands, Inc.
Changes in Beneficial Ownership
Structured filing — 4
ownership.xml
Filing details
- Report period
- 2026-08-26
- Issuer
- Tilray Brands, Inc.
- Issuer CIK
- 0001731348
- Trading symbol
- TLRY
Reporting owner 1
- Name
- SIMON IRWIN D
- Reporting owner CIK
- 0000922748
- Relationship
- Director · Officer
- Officer title
- President and CEO
- Address
- C/O TILRAY BRANDS, INC., 445 PARK AVENUE, NEW YORK, NY, 10022
Non-derivative transactions
| Security | Transaction date | Code | Amount | A / D | Price (USD) | Owned after | Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | 2026-08-26 | M · Form 4 | 408,605 | A | 0.00[F1] | 1,147,918[F2] | D |
| Common Stock | 2026-08-26 | F · Form 4 | 216,561[F3] | D | 4.88 | 931,357[F2] | D |
| Common Stock | 2026-08-26 | M · Form 4 | 803,563 | A | 0.00[F1] | 1,734,920[F2] | D |
| Common Stock | 2026-08-26 | F · Form 4 | 425,889[F3] | D | 4.88 | 1,309,031[F2] | D |
Table key
- M · Form 4
- Exempt derivative exercise or conversion under Rule 16b-3
- A
- Acquired
- D
- Direct
- F · Form 4
- Securities delivered or withheld for exercise price or tax liability under Rule 16b-3
Derivative transactions
| Security | Conversion / exercise price (USD) | Transaction date | Code | Amount | A / D | Price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Owned after | Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Based Restricted Stock Units | [F1] | 2026-08-26 | M · Form 4 | 408,605 | D | 0.00 | [F4] | [F4] | Common Stock | 408,605 | 0 | D |
| Performance Based Restricted Stock Units | [F1] | 2026-08-26 | M · Form 4 | 803,563 | D | 0.00 | [F5] | [F5] | Common Stock | 803,563 | 0 | D |
Table key
- M · Form 4
- Exempt derivative exercise or conversion under Rule 16b-3
- D
- Direct
Footnotes
- F1
- Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock.↩ 1↩ 2↩ 3↩ 4
- F2
- Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs").↩ 1↩ 2↩ 3↩ 4
- F3
- The shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation on vesting of the PSU Awards.↩ 1↩ 2
- F4
- The reporting person was granted 440,307 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award.↩ 1↩ 2
- F5
- The reporting person was granted 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. Each PSU converts into one share of Issuer's common stock and the reporting person received the remainder cash value thereof in lieu of the delivery of stock.↩ 1↩ 2
Signature 1
- Signed
- /s/ Irwin D. Simon
- Date
- 2026-08-27
Company context
Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY; TSX: TLRY), is a leading global lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment elevating lives through moments of connection. Tilray’s mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy and create memorable experiences. Tilray’s unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods and craft beverages.