Form 4 for TLRY Tilray Brands, Inc.
Accepted 2026-08-27 19:59:56 ET · period of report 2026-08-26 · accession 0001171843-26-005776 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2026-08-27 19:59 | 2026-08-26 | TLRY | Gendel Mitchell | Gbl GC | M - OptEx | $0.00 | +160.3K | 258.4K | +163% | $0 |
| DM | 2026-08-27 19:59 | 2026-08-26 | TLRY | Gendel Mitchell | Gbl GC | F - Tax | $4.88 | -85.0K | 200.2K | -30% | -$414.6K |
| DM | 2026-08-27 19:59 | 2026-08-26 | TLRY | Gendel Mitchell | Gbl GC | M - OptEx | $0.00 | -160.3K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2026-08-26 | M | A | 50,556 | $0.00 | 175,439 | D | — | — | (F1) Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock. (F2) Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs"). |
| 2 | Common | Common Stock | 2026-08-26 | F | D | 26,795 | $4.88 | 148,644 | D | — | — | (F3) The shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation on vesting of the PSU Awards. (F2) Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs"). |
| 3 | Common | Common Stock | 2026-08-26 | M | A | 109,748 | $0.00 | 258,392 | D | — | — | (F1) Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock. (F2) Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs"). |
| 4 | Common | Common Stock | 2026-08-26 | F | D | 58,167 | $4.88 | 200,225 | D | — | — | (F3) The shares disposed were withheld by the Company to satisfy the applicable tax withholding obligation on vesting of the PSU Awards. (F2) Amount includes shares of common stock beneficially owned by the reporting person but excludes other unvested restricted stock units ("RSUs"). |
| 5 | Derivative | Performance Based Restricted Stock Units | 2026-08-26 | M | D | 50,556 | $0.00 | 0 | D | — · — to — | 50,556 Common Stock | (F1) Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock. (F4) The reporting person was granted 54,778 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. (F4) The reporting person was granted 54,778 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. |
| 6 | Derivative | Performance Based Restricted Stock Units | 2026-08-26 | M | D | 109,748 | $0.00 | 0 | D | — · — to — | 109,748 Common Stock | (F1) Each performance based restricted stock unit (the "2023 EBITDA PSU") represents the right to receive one (1) share of Tilray Common Stock. (F5) The reporting person was granted 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. Each PSU converts into one share of Issuer's common stock and the reporting person received the remainder cash value thereof in lieu of the delivery of stock. (F5) The reporting person was granted 2023 EBITDA PSUs on July 26, 2023. The Compensation Committee has certified the achievement at 96.4% of the cumulative performance target for the 3-year performance period beginning June 1, 2023, and ending May 31, 2026, resulting in 92.8% payout of each 2023 EBITDA PSU award. Each PSU converts into one share of Issuer's common stock and the reporting person received the remainder cash value thereof in lieu of the delivery of stock. |