Tilray Brands, Inc. — Director's Dealing 2023

Jul 28, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray Brands, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2023-07-26

Reporting Person: Merton Carl A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-26	Common Stock	M	16347	$1.93	Acquired	338838	Direct
2023-07-26	Common Stock	F	8200	$1.93	Disposed	330638	Direct
2023-07-26	Common Stock	M	12166	$1.93	Acquired	342804	Direct
2023-07-26	Common Stock	F	6104	$1.93	Disposed	336700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-26	Performance-Based Restricted Stock Units ("Synergy PSUs")	$	M	16347	Disposed		Common Stock (16347)	Direct
2023-07-26	Restricted Stock Units ("2021 LTIP RSUs")	$	M	12166	Disposed		Common Stock (12166)	Direct
2023-07-26	Performance-Based Restricted Stock Units	$	A	618311	Acquired		Common Stock (627197)	Direct
2023-07-26	Restricted Stock Units	$	A	348954	Acquired		Common Stock (498705)	Direct

Footnotes

F1: On July 26, 2021, the reporting person was granted 32,694 of 2021 LTIP RSUs. The underlying vesting conditions were satisfied, and an amount equal to the remaining 50% vested on July 26, 2023.

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

F3: Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 2021 LTIP RSUs.

F4: July 26, 2021, the reporting person was granted 48,662 of Synergy PSUs, with vesting subject to the achievement of certain pre-established performance parameters relating to the achievement of Tilray's synergy goals resulting from the integration of Aphria, Inc. The underlying vesting condition was satisfied, and an amount equal to 25% of these 2021.

F5: Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 2021 Synergy PSUs.

F6: Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.

F7: Each performance-based restricted stock unit ("2023 EBITDA PSU") represents a contingent right to receive one (1) share of Tilray Common Stock. Grant was effective as of close of trading on July 26, 2023.

F8: On July 26, 2023, the reporting person was granted 618,311 2023 EBITDA PSUs. Subject to the reporting person's continuous employment through the vesting date, each 2023 EBITDA PSU represents the right to receive, following vesting, one (1) share of Tilray Common Stock. The 2023 EBITDA PSUs will vest based on the achievement of a cumulative performance target for Adjusted EBITDA generated by Tilray over the 3-year performance period beginning June 1, 2023, and ending May 31, 2026.

F9: Each restricted stock unit ("LTIP RSU") represents a contingent right to receive one (1) share of Common Stock. Grant was effective as of close of trading on July 26, 2023.

F10: Subject to the reporting person's continuous employment through the vesting date, the LTIP RSUs shall vest in two (2) equal annual installments, commencing on July 26, 2024, and July 26, 2025, except in the case of the reporting person's earlier voluntary resignation, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all LTIP RSUs will be forfeited.