Mitchell Gendel - Jul 26, 2023 Form 4 Insider Report for Tilray Brands, Inc. (TLRY)

Role
Global General Counsel
Signature
/s/ Mitchell Gendel
Stock symbol
TLRY
Transactions as of
Jul 26, 2023
Transactions value $
$11,491
Form type
4
Date filed
7/28/2023, 04:43 PM
Previous filing
Jun 5, 2023
Next filing
Aug 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TLRY Common Stock Options Exercise $23.5K +12.2K +14.26% $1.93 97.5K Jul 26, 2023 Direct F1, F2
transaction TLRY Common Stock Tax liability -$12K -6.21K -6.37% $1.93 91.2K Jul 26, 2023 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TLRY Performance-Based Restricted Stock Units ("Synergy PSUs") Options Exercise $0 -12.2K -50% $0.00 12.2K Jul 26, 2023 Common Stock 12.2K Direct F4
transaction TLRY Performance-Based Restricted Stock Units Award $0 +545K $0.00 545K Jul 26, 2023 Common Stock 545K Direct F5, F6
transaction TLRY Restricted Stock Units Award $0 +462K $0.00 462K Jul 26, 2023 Common Stock 462K Direct F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 Each unit represents a contingent right to receive one (1) share of Tilray Common Stock.
F5 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
F6 On July 26, 2023, the reporting person was granted 544,773 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.
F7 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.
F8 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.