Tilray (TLRY) GC Mitchell Gendel Exercises RSUs, Sells Shares

What Happened
Mitchell Gendel, Global General Counsel of Tilray Brands (TLRY), exercised/converted derivative awards and received a grant of RSU/contingent units while surrendering/selling shares to cover tax and exercise obligations. On July 29–30, 2026 he: exercised/converting a total of 111,819 derivative units (87,440 on 7/29 and 24,379 on 7/30), was granted 263,108 RSU units, and had 59,265 shares withheld/sold to satisfy tax/exercise liabilities for aggregate proceeds of about $239,181 (46,344 shares @ $3.99 = $184,913; 12,921 shares @ $4.20 = $54,268). Several entries are recorded as derivative exercises/conversions and as tax withholding (code F).

Key Details

• Transaction dates: July 29, 2026 and July 30, 2026; Form 4 filed July 31, 2026 (filed within the typical 2‑business‑day Form 4 window).
• Exercises/conversions: 87,440 (7/29) and 24,379 (7/30) derivative units converted (codes M).
• Tax/exercise withholding/sales (code F): 46,344 shares @ $3.99 on 7/29 ($184,913) and 12,921 shares @ $4.20 on 7/30 ($54,268); total ≈ $239,181 for ~59,265 shares.
• Grant: 263,108 RSU/contingent units reported as a grant/award (code A) on 7/29; F1 notes each unit is a contingent right to receive one share.
• Reverse split: All amounts adjusted for Tilray’s 1-for-10 reverse stock split effective Dec 2, 2025 (F3).
• Vesting: Grants are subject to continued employment and multi‑year vesting schedules (see F4–F6 for specific vesting dates and forfeiture on voluntary resignation).
• Shares owned after transaction: filing does not disclose a simple post-transaction total in the supplied excerpt; F2 clarifies beneficial ownership reporting excludes unvested RSUs.

Context

• This appears to be a routine exercise/settlement of equity awards with shares surrendered/sold to meet tax or exercise obligations (cashless/tax withholding), rather than an open‑market discretionary sale.
• Derivative/RSU activity commonly reflects compensation vesting; sales to cover taxes are a normal administrative step and not necessarily a market signal.
• No indication in the filing that these trades were part of a 10b5‑1 plan or that the report was late.