Tilray (TLRY) GC Mitchell Gendel Receives PSU Payout; Tax Withhold

What Happened

• Mitchell Gendel, Global General Counsel of Tilray Brands (TLRY), received a payout from performance-based restricted stock units (2023 EBITDA PSUs) on 2026-08-26. The filing shows conversions/acquisitions of 50,556 and 109,748 shares (total 160,304 shares) at $0.00 (PSU conversion).
• To satisfy tax withholding on the PSU vesting, Tilray withheld/surrendered 26,795 and 58,167 shares (total 84,962 shares) at $4.88 per share, yielding withheld value of $130,760 and $283,855 respectively (total ~$414,615). The filing also lists related derivative conversion/disposition entries at $0, reflecting the PSU-to-share conversion mechanics.

Key Details

• Transaction date: 2026-08-26; Form 4 filed 2026-08-27 (not marked late).
• Conversion price: $0.00 (PSU conversion); tax withholding price: $4.88 per share.
• Shares acquired via conversion: 160,304. Shares withheld for taxes (disposed): 84,962. Total cash withheld ≈ $414,615.
• Footnotes: F1–F5 explain these are 2023 EBITDA PSUs (each PSU converts to one share), committee certified performance at 96.4% for the 3‑year period, resulting in a 92.8% payout; some award value was paid in cash in lieu of shares per F5. F3 confirms the withheld shares satisfy tax withholding. F2 notes the reported ownership figure excludes other unvested RSUs (the filing did not state an exact post-transaction beneficial ownership total in the provided data).
• Transaction codes: M = exercise/conversion of derivative (PSU conversion); F = payment of exercise price or tax liability (share withholding for taxes).

Context

• This was a performance‑based PSU payout and not an open‑market sale or purchase. The withholding of shares to cover taxes is a common, administrative step and does not by itself signal insider sentiment about the stock. Per F5, part of the award value was paid in cash rather than delivered as shares, which is also standard in some PSU programs.