Sec Form 4 Filing - SIMON IRWIN D @ Tilray Brands, Inc. - 2023-07-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SIMON IRWIN D 2. Issuer Name and Ticker or Trading Symbol Tilray Brands, Inc. [ TLRY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O TILRAY BRANDS, INC., 265 TALBOT STREET WEST 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2023 (Street) LEAMINGTON, A6N8H 4H3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/26/2023 M 94,891 ( 1 ) A $ 1.93 1,356,609 ( 2 ) D Common Stock 07/26/2023 F 52,475 ( 3 ) D $ 1.93 1,304,134 ( 2 ) D Common Stock 07/27/2023 M 98,192 ( 4 ) A $ 2.14 1,402,326 ( 2 ) D Common Stock 07/27/2023 F 54,302 ( 5 ) D $ 2.14 1,348,024 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of D erivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance-Based Restricted Stock Units ("Synergy PSUs") ( 6 ) 07/26/2023 M 94,891 ( 6 ) ( 6 ) Common Stock 94,891 $ 0 0 D Restricted Stock Units ("2021 LTIP RSUs") ( 6 ) 07/27/2023 M 98,192 ( 6 ) ( 6 ) Common Stock 98,192 $ 0 98,194 D Performance-Based Restricted Stock Units ( 7 ) 07/26/2023 A 4,403,064 ( 8 ) ( 8 ) Common Stock 4,403,064 $ 0 4,403,064 D Restricted Stock Units ( 9 ) 07/26/2023 A 2,356,218 ( 10 ) ( 10 ) Common Stock 2,356,218 $ 0 2,356,218 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIMON IRWIN D C/O TILRAY BRANDS, INC. 265 TALBOT STREET WEST LEAMINGTON, A6N8H 4H3 President and CEO Signatures /s/ Carl A. Merton, as Attorney-in-Fact for Irwin D Simon 07/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 26, 2021, the reporting person was granted 189,781 of 2021 LTIP RSUs. The underlying vesting conditions were satisfied, and an amount equal to the remaining 94,891 vested on July 26, 2023. ( 2 )Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs or PSUs. ( 3 )Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 94,891 LTIP RSUs. ( 4 )July 27, 2021, the reporting person was granted 392,772 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 (98,192) on July 27, 2023. The remaining Synergy PSUs will vest on July 27, 2024 (25%), subject to continued employment through the applicable vesting date. ( 5 )Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 98,192 Synergy PSUs. ( 6 )Each unit represents a contingent right to receive one (1) share of Tilray Common Stock. ( 7 )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. ( 8 )On July 26, 2023, the reporting person was granted 4,403,064 of the 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. ( 9 )Each restricted stock unit ("LTIP RSU") 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. ( 10 )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.

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