SEC Form 4 · accession 0001171843-26-005128

Tilray Brands, Inc. · TLRY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Irwin D Simon

Officer — President and CEO · Director

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
Common Stock^F1,F2,F3	Jul 29, 2026	M	428,448	$0.00	A	911,097	D
Common Stock^F2	Jul 29, 2026	F	227,078	$3.99	D	684,019	D
Common Stock^F1,F2	Jul 30, 2026	M	117,647	$0.00	A	801,666	D
Common Stock^F2	Jul 30, 2026	F	62,353	$4.20	D	739,313	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 Units^F1,F4	—	Jul 29, 2026	M	428,448	D	—	—	Common Stock	428,448	428,448	D
Restricted Stock Units^F1,F5	—	Jul 29, 2026	A	1,289,211	A	—	—	Common Stock	1,289,211	1,289,211	D
Restricted Stock Units^F1,F6	—	Jul 30, 2026	M	117,647	D	—	—	Common Stock	117,647	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.