SEC Form 4 · accession 0001171843-26-005777
Tilray Brands, Inc. · TLRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl A Merton
Officer — Chief Financial Officer
Period of report
Aug 26, 2026
Accepted (ET)
Aug 27, 2026 · 8:00 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 | Aug 26, 2026 | M | 57,380 | $0.00 | A | 197,133 | D | |
| Common StockF3,F2 | Aug 26, 2026 | F | 31,559 | $4.88 | D | 165,574 | D | |
| Common StockF1,F2 | Aug 26, 2026 | M | 111,072 | $0.00 | A | 276,646 | D | |
| Common StockF3,F2 | Aug 26, 2026 | F | 61,090 | $4.88 | D | 215,556 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Based Restricted Stock UnitsF1,F4 | — | Aug 26, 2026 | M | 57,380 | D | — | — | Common Stock | 57,380 | 0 | D |
| Performance Based Restricted Stock UnitsF1,F5 | — | Aug 26, 2026 | M | 111,072 | D | — | — | Common Stock | 111,072 | 0 | D |
Explanation of responses
- F1Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the 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 units ("RSUs").
- F3The shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation on vesting of the PSU Awards.
- F4The reporting person was granted 61,832 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.
- F5The 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.