Tilray Brands, Inc. — Director's Dealing 2022

Jun 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray Brands, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2022-06-21

Reporting Person: Clanachan David F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-21	Class 2 Common Stock	M	15314	—	Acquired	15314	Direct
2022-06-21	Class 2 Common Stock	F	6774	$3.27	Disposed	8540	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-21	Restricted Stock Units	$	M	3799	Disposed		Class 2 Common Stock (3799)	Direct
2022-06-21	Restricted Stock Units	$	M	11515	Disposed		Class 2 Common Stock (11515)	Direct

Footnotes

F1: RSUs convert into shares of Tilray Class 2 Common Stock on a one-for-one basis.

F2: Amount includes shares of Common Stock beneficially owned by the reporting person, but excludes other unvested RSUs.

F3: Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of RSUs previously reported.

F4: Each restricted stock unit represents a contingent right to receive one (1) share of Tilray Brands, Inc. Class 2 Common Stock.

F5: On June 21, 2021, the reporting person was granted 11,515 RSUs, 33% of which vested on June 21, 2022, with 33.50% scheduled to vest on June 21, 2023 and 33.50% scheduled to vest on June 21, 2024, subject to continued employment, except in the case of the reporting person's earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.

F6: On June 21, 2021, the reporting person was granted 11,515 RSUs, 100% of which vested on June 21, 2022. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.