Tilray Brands, Inc. — Director's Dealing 2025

Aug 4, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray Brands, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2025-07-31

Reporting Person: Gendel Mitchell (Global General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-07-31	Common Stock	M	93928	$0.58	Acquired	742069	Direct
2025-07-31	Common Stock	F	49782	$0.58	Disposed	692287	Direct
2025-07-31	Common Stock	P	6000	$0.5827	Acquired	698287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-07-31	Performance-Based Restricted Stock Units ("2022 PSUs")	$	M	46964	Disposed		Common Stock (93928)	Direct

Footnotes

F1: On July 26, 2022, the reporting person was granted 187,853 of 2022 PSUs, with vesting subject to the achievement of certain pre-established performance parameters relating to the aggregate EBITDA generated from the HEXO transaction. The underlying performance condition was satisfied, and 46,964 units vested on July 31, 2025.

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 46,964 of 2022 PSUs previously granted on June 26, 2022.

F4: Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.

F5: On July 31, 2025, the reporting person purchased 6,000 shares of common stock of Tilray Brands, Inc. on the open market at a per share price of $0.5827.