Sec Form 4 Filing - Merton Carl A @ Tilray Brands, Inc. - 2025-07-29

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 Merton Carl A 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) Chief Financial Officer (Last) (First) (Middle) C/O TILRAY BRANDS, INC., 265 TALBOT STREET WEST 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2025 (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 07/30/2025 M 166,558 ( 1 ) A $ 0.61 964,627 ( 2 ) D Common Stock 07/30/2025 F 88,276 ( 3 ) D $ 0.61 876,351 ( 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 Derivative 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 Restricted Stock Units ( 4 ) 07/30/2025 M 166,558 ( 4 ) ( 4 ) Common Stock 166,558 $ 0 166,558 D Restricted Stock Units ( 5 ) 07/29/2025 A 1,208,339 ( 6 ) ( 6 ) Common Stock 1,208,339 $ 0 1,208,339 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Merton Carl A C/O TILRAY BRANDS, INC. 265 TALBOT STREET WEST LEAMINGTON, A6N8H 4H3 Chief Financial Officer Signatures /s/ Carl A. Merton 07/31/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 30, 2024, the reporting person was granted 333,116 of 2024 RSUs, and 166,558 RSUs vested on July 30, 2025. ( 2 )Amount includes shares of Common Stock beneficially owned by the reporting person but excludes other unvested RSUs. ( 3 )Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 166,558 2024 RSUs previously granted on July 30, 2024. ( 4 )Each unit represents a contingent right to receive one (1) share of Tilray Common Stock. ( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Common Stock. Grant date is based on close of trading on July 29, 2025. ( 6 )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 29, 2026, and July 29, 2027, 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 RSUs will be forfeited.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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