SEC Form 4 · accession 0001171843-26-005126
Tilray Brands, Inc. · TLRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mitchell Gendel
Officer — Global General Counsel
Period of report
Jul 29, 2026
Accepted (ET)
Jul 31, 2026 · 5:53 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001731348
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 29, 2026 | M | 87,440 | $0.00 | A | 157,269 | D | |
| Common StockF2 | Jul 29, 2026 | F | 46,344 | $3.99 | D | 110,925 | D | |
| Common StockF1,F2 | Jul 30, 2026 | M | 24,379 | $0.00 | A | 135,304 | D | |
| Common StockF2 | Jul 30, 2026 | F | 12,921 | $4.20 | D | 122,383 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4 | — | Jul 29, 2026 | M | 87,440 | D | — | — | Common Stock | 87,440 | 87,440 | D |
| Restricted Stock UnitsF1,F5 | — | Jul 29, 2026 | A | 263,108 | A | — | — | Common Stock | 263,108 | 263,108 | D |
| Restricted Stock UnitsF1,F6 | — | Jul 30, 2026 | M | 24,379 | D | — | — | Common Stock | 24,379 | 0 | D |
Explanation of responses
- F1Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.
- F2Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested restricted stock unites ("RSUs").
- F3Effective December 2, 2025, Tilray implemented a 1-for-10 reverse stock split (the "Reverse Stock Split") of its outstanding shares of Common Stock. All RSUs and listed securities amounts have been adjusted to reflect the Reverse Stock Split.
- F4Subject 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.
- F5Subject to the reporting person's continued employment through the vesting date, the RSUs shall vest as follows: 50% on the 1-year anniversary of grant date, July 29, 2027 and the remaining 50% on the 2-year anniversary, July 29, 2028.
- F6Subject to the reporting person's continuous employment through the vesting date, the 2024 LTIP RSUs shall vest in two (2) equal annual installments, commencing on July 26, 2025, and July 26, 2026, except in the case of the reporting person's earlier voluntary resignation, death or disability. In the event of a voluntary resignation by the reporting person prior to the vesting date, all RSUs will be forfeited.