Tilray Brands, Inc. — Director's Dealing 2021

Aug 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2021-08-19

Reporting Person: FALTISCHEK DENISE M (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-19	Class 2 Common Stock	M	31125	—	Acquired	68922	Direct
2021-08-19	Class 2 Common Stock	F	10505	$12.68	Disposed	58417	Direct
2021-08-19	Class 2 Common Stock	M	26444	—	Acquired	84861	Direct
2021-08-19	Class 2 Common Stock	F	8925	$12.68	Disposed	75936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-19	Restricted Stock Units	$	M	31125	Disposed		Class 2 Common Stock (0)	Direct
2021-08-19	Restricted Stock Units	$	M	26444	Disposed		Class 2 Common Stock (0)	Direct

Footnotes

F1: These shares were retained by Tilray, Inc. ("Tilray") via settlement on a net withholding basis in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of restricted stock units ("RSUs") granted to the reporting person on November 14, 2019 and August 12, 2020. None of these shares were sold in an open market transaction.

F2: RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis.

F3: On November 14, 2019, the reporting person was granted 62,250 RSUs, with 50% vesting on November 14, 2020, and the remaining 50% scheduled to vest on November 14, 2021. On August 19, 2021, the Compensation Committee of Tilray's Board of Directors (the "Compensation Committee") accelerated the vesting of the remaining unvested RSUs.

F4: On August 12, 2020, the reporting person was granted 52,887 RSUs, with 50% vesting on August 12, 2021, and the remaining 50% scheduled to vest on August 12, 2022. On August 19, 2021, the Compensation Committee accelerated the vesting of the remaining unvested RSUs.