Tilray Brands, Inc. — Director's Dealing 2021

Feb 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2021-02-19

Reporting Person: Kruteck Michael C. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Class 2 Common Stock	A	53191	$0.00	Acquired	53191	Direct
2021-02-19	Class 2 Common Stock	F	23476	$0.00	Disposed	29715	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-19	Restricted Stock Units	$	A	53192	Acquired		Class 2 Common Stock (53192)	Direct

Footnotes

F1: On August 5, 2020, the Reporting Person was granted restricted stock units ("RSU"), which represented a contingent right to receive 106,383 shares of the Issuer's Class 2 Common Stock. The RSU was to vest 50% upon the filing date of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2020, provided that the Issuer achieved certain performance criteria for fourth quarter 2020 (the "Performance Criteria"). The Performance Criteria was met on February 19, 2021, resulting in the vesting of 53,191 shares under this RSU.

F2: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the RSU.

F3: Each RSU represents a contingent right to receive one share of the Issuer's Class 2 Common Stock.

F4: On February 19, 2021 the Performance Criteria was met allowing for the remaining 50% of the RSU (53,192 shares) to vest on January 1, 2022, subject to the Reporting Person providing continuous service to the Issuer until such date.