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: FALTISCHEK DENISE M (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-26	Common Stock	M	12166	$1.93	Acquired	190997	Direct
2023-07-26	Common Stock	F	6212	$1.93	Disposed	184785	Direct
2023-07-26	Common Stock	M	13344	$1.93	Acquired	198129	Direct
2023-07-26	Common Stock	F	6813	$1.93	Disposed	191316	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	12166	Disposed		Common Stock (12166)	Direct
2023-07-26	Restricted Stock Units ("2021 LTIP RSUs")	$	M	13343	Disposed		Common Stock (13343)	Direct
2023-07-26	Performance-Based Restricted Stock Units	$	A	627197	Acquired		Common Stock (627197)	Direct
2023-07-26	Restricted Stock Units	$	A	498705	Acquired		Common Stock (498705)	Direct

Footnotes

F1: On 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 performance condition was satisfied, and an amount equal to 25% of these Synergy PSUs vested (12,166) on July 26, 2023. The remaining 25% of the Synergy PSUs will vest on July 26, 2024, 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 RSUs or PSUs.

F3: Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 12,166 Synergy PSUs previously granted on June 26, 2021.

F4: On July 26, 2021, the reporting person was granted 26,687 of 2021 LTIP RSUs. The underlying vesting conditions were satisfied, and an amount equal to the remaining 13,343 vested on July 26, 2023.

F5: Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 13,343 LTIP RSUs previously granted on June 26, 2021.

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 627,197 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.