Tilray (TLRY) CSO Denise Faltischek Receives Award, Sells Shares

What Happened

• Denise M. Faltischek, Chief Strategy Officer of Tilray Brands (TLRY), had 2023 performance-based restricted stock units (PSUs) convert into shares on August 26, 2026. The filing shows conversion of a total of 178,221 PSUs into common stock (two conversion events: 58,204 and 120,017 shares).
• The company withheld 94,459 shares to cover tax withholding obligations (two withholding events: 30,849 and 63,610 shares) at $4.88 per share, resulting in cash withheld of $150,543 and $310,417 (total $460,960). After withholding, Faltischek received a net ≈83,762 shares. The conversions are PSUs (award vesting), not open-market purchases — withholding sales are routine to satisfy taxes.

Key Details

• Transaction date: August 26, 2026; Form 4 filed Aug 27, 2026 (appears timely).
• Conversion/exercise price shown as $0.00 for the PSU-to-stock conversion; withholding disposals were recorded at $4.88/share.
• Shares converted (total): 178,221. Shares withheld for taxes: 94,459. Net shares delivered: ≈83,762.
• Cash withheld to satisfy taxes: $460,960 (150,543 + 310,417).
• Footnotes: F1–F5 state each 2023 EBITDA PSU converts to one share; the Compensation Committee certified performance at 96.4% of target, resulting in a 92.8% payout; some payout value was delivered in cash in lieu of shares per the award terms; withheld shares were used to satisfy tax withholding.
• Shares owned after the transaction: not explicitly stated in the filing (footnote indicates the reported beneficial ownership figure excludes other unvested RSUs).

Context

• These transactions reflect vesting/conversion of performance PSUs and routine tax-withholding rather than an open-market sale or purchase decision. The filing shows a cashless-like outcome for tax obligations (company withheld shares rather than selling in a separate open-market trade).
• For retail investors: awards vesting and associated with withholding are common and do not necessarily indicate the insider is buying or selling based on a change in view of the company.