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: Auerbach Michael (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-30	Class 2 Common Stock	M	52622	—	Acquired	333665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-30	Restricted Stock Units	$	M	52622	Disposed		Class 2 Common Stock (52622)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	94090	Indirect
Class 2 Common Stock	36802	Indirect
Class 2 Common Stock	148568	Indirect
Class 2 Common Stock	42028	Indirect

Footnotes

F1: Restricted Stock Units ("RSUs") convert into shares of Class 2 Common stock on a one-for-one basis.

F2: Mr. Auerbach serves as General Partner of Murphy Ofutt, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt, LLC.

F3: Mr. Auerbach serves as General Partner of Murphy Ofutt Common, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt Common, LLC.

F4: The Reporting Person is a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC.

F5: Mr. Auerbach is a member of M3 Ein Sof LLC and has sole voting and investment power with respect to the shares held by M3 Ein Sof LLC.

F6: RSUs granted to the Reporting Person were accelerated and became fully vested on April 30, 2021.