Tilray Brands, Inc. — Director's Dealing 2021

May 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2021-04-30

Reporting Person: Herhalt Johann Michael (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-30	Restricted Stock Units	$	A	6225	Acquired		Class 2 Common Stock (6225)	Direct
2021-04-30	Restricted (Deferred) Stock Units	$	A	209	Acquired		Class 2 Common Stock (209)	Direct
2021-04-30	Restricted (Deferred) Stock Units	$	A	486	Acquired		Class 2 Common Stock (486)	Direct
2021-04-30	Restricted (Deferred) Stock Units	$	A	3485	Acquired		Class 2 Common Stock (3485)	Direct
2021-04-30	Restricted (Deferred) Stock Units	$	A	3709	Acquired		Class 2 Common Stock (3709)	Direct
2021-04-30	Restricted (Deferred) Stock Units	$	A	4947	Acquired		Class 2 Common Stock (4947)	Direct
2021-04-30	Restricted (Deferred) Stock Units	$	A	6274	Acquired		Class 2 Common Stock (6274)	Direct
2021-04-30	Restricted (Deferred) Stock Units	$	A	5329	Acquired		Class 2 Common Stock (5329)	Direct
2021-04-30	Restricted (Deferred) Stock Units	$	A	20750	Acquired		Class 2 Common Stock (20750)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Tilray, Inc. Class 2 Common Stock.

F2: Subject to the Reporting Person's continuing service the Company, 50% of the restricted stock units vested on April 29, 2020 and the remaining 50% vested on April 29, 2021.

F3: Each restricted (deferred) stock unit is the economic equivalent of one share of Tilray, Inc. Class 2 Common Stock.

F4: The restricted (deferred) stock units are fully vested; however, the restricted (deferred) stock units will be held for the account of the Reporting Person and may not be converted into shares of Tilray, Inc. until the Reporting Person ceases to serve as a director of the Company, or at such time as otherwise elected in accordance with the terms of the applicable award agreement. Upon settlement, one share of Tilray, Inc. Class 2 Common Stock will be delivered for each restricted stock unit held.

F5: The restricted (deferred) stock units shall vest 25% quarterly beginning on August 31, 2020; however, the restricted (deferred) stock units will be held for the account of the Reporting Person and do not convert into shares of Tilray, Inc. until the Reporting Person ceases to serves as a director of the Company, or at such time as otherwise elected in accordance with the terms of the applicable award agreement. Upon settlement, one share of Tilray, Inc. Class 2 Common Stock will be delivered for each restricted (deferred) stock unit held.