Tilray Brands, Inc. — Director's Dealing 2023

Aug 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray Brands, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2023-07-31

Reporting Person: SIMON IRWIN D (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-31	Common Stock	M	1412428	$2.53	Acquired	2760452	Direct
2023-07-31	Common Stock	F	781094	$2.53	Disposed	1979358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-31	Performance-Based Restricted Stock Units ("2022 PSUs")	$	M	706214	Disposed		Common Stock (706214)	Direct

Footnotes

F1: On July 26, 2022, the reporting person was granted 1,412,428 of 2022 PSUs, with vesting subject to the achievement of certain pre-established performance targets for aggregate EBITDA generated from the HEXO transaction over the one (1) year performance period following the HEXO closing date. The underlying performance condition was satisfied, and an amount equal to 50% of these 2022 PSUs vested on July 31, 2023. The remaining 2022 PSUs will vest as follows - 25% will vest on July 31, 2024, and 25% will vest on July 31, 2025, in each case subject to continued employment through the applicable vesting date.

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

F3: Represents shares withheld by the Company to satisfy the tax withholding obligations associated with the vesting of 1,412,428 previously granted on July 26, 2022.

F4: Each 2022 PSU represents a contingent right to receive up to two (2) shares of Tilray Common Stock depending upon the target level achieved with respect to the pre-established performance parameters relating to the HEXO transaction.