Tilray Brands, Inc PRE 14A, filed Sep 18, 2026

Tilray Brands, Inc. (TLRY)

PRE 14A 2026-09-18 For: 2026-11-18

View Original

Added on October 17, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Name	Current Position	Class	Term Expires
Steven Cohen	Audit Committee and Nominating and Corporate Governance Committee Member; Independent Director	Class III	2027 annual meeting of stockholders
David Clanachan	Nominating and Corporate Governance Committee Member; Independent Director	Class II	2026 annual meeting of stockholders
John M. Herhalt	Chair of the Audit Committee; Independent Director	Class I	2028 annual meeting of stockholders
David Hopkinson	Audit Committee & Compensation Committee Member; Independent Director	Class III	2027 annual meeting of stockholders
Thomas Looney	Chair of the Compensation Committee and Audit Committee Member; Independent Director	Class III	2027 annual meeting of stockholders
Renah Persofsky	Vice-Chair (Lead Director), Chair of the Nominating and Governance Committee and Compensation Committee Member; Independent Director	Class II	2026 annual meeting of stockholders
Irwin D. Simon	Chairman of the Board of Directors; President and Chief Executive Officer	Class II	2026 annual meeting of stockholders


	Renah Persofsky			Independent Director

	Director Since: May 2021 Age: 68 Committees: Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee; Compensation Committee; Independent Director			Other Public Company Boards: Ms. Persofsky is currently a director of Hydrofarm Holdings Group, Inc. Hub Cyber Security Ltd. and Gauzy Ltd.

	Executive Highlights:
	Renah Persofsky, ICD.D, Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee, Independent Director. With a career spanning over four decades, Renah Persofsky is a seasoned business leader in various industries. Currently, she is the executive chairman of Green Gruff, a pioneering dog wellness company committed to producing organic and sustainable dog supplements and treats.

	In addition to her role at Green Gruff, Ms. Persofsky serves as a member of the board of Hydrofarm Holdings Group, America’s oldest and largest independent wholesaler and manufacturer of hydroponics equipment and grow lights. She also serves as chairman of Hub Cyber Security Ltd., a global provider of cybersecurity and data protection solutions. Ms. Persofsky also serves as a director of Gauzy Ltd., a global leader in vision and light control technologies.

	Her extensive experience includes serving as an executive consultant to many brands, including Tim Hortons, Canadian Tire, CIBC, Canada Post, and Interac. She also held an executive officer position at the Bank of Montreal. Ms. Persofsky’s expertise in e-commerce is globally recognized. She has co-chaired the Canadian Minister’s Advisory Committee on Electronic Commerce and served as a special advisor to the Minister of Foreign Affairs and Trade. Her contributions to these roles underscore her commitment to innovation and her vision for a digitally connected world.

	Select Skills and Qualifications:
	Public company board experience, extensive governance and management experience.


	David Clanachan			Independent Director

	Director Since: May 2021 Age: 64 Committees: Nominating and Governance Committee Member			Other Public Company Boards: Mr. Clanachan is not a director of any other public company board.

	Executive Highlights:
	David F. Clanachan is the current Chair of the Board of Directors for SteamWhistle brewery in Canada, while serving as a consultant to a number of food service companies throughout Canada. He was the past Commissioner of the Canadian Premier League, a post he held from 2018 until 2021. Mr. Clanachan was also the Chairman of Restaurant Brands International, Canada until 2018. He was named President and Chief Operating Officer of Tim Hortons from 2014 to 2018, and had more than 35 years of service for that brand. Mr. Clanachan holds a Bachelor of Commerce degree from the University of Windsor. Mr. Clanachan brings to the Board significant experience in consumer products and services, as well as financial, international growth, and general management experience.

	Select Skills and Qualifications:
	Extensive consumer products and services, financial, international growth, and general management experience.


	Irwin D. Simon			Chairman, President, and Chief Executive Officer

	Director Since: May 2021 Age: 68 Committees: None			Other Public Company Boards: Mr. Simon is currently a director of Stagwell Inc.

	Executive Highlights:
	Irwin D. Simon is a Canadian American businessman and visionary leader who serves as Chairman and Chief Executive Officer at Tilray Brands, Inc., the world’s leading lifestyle consumer packaged goods company with a diversified portfolio of consumer brands across medical and adult-use cannabis, wellness foods, and beverages including craft beer, spirits, and cannabis drinks. Tilray’s platform operates in over 20 countries and leads across markets as the #1 medical and adult-use cannabis company in Canada by revenue, a leader in medical cannabis across Europe, and 4th largest craft brewer in the United States. Mr. Simon was until August 2024, the Executive Chairman of Whole Earth Brands, Inc., a global industry-leading platform focused on the “better for you” consumer packaged goods and ingredients space. Mr. Simon continues to serve as Lead Director at Stagwell Inc., a digital-first global marketing network that delivers scalable, seamless solutions through a unique combination of culture-moving creativity and leading-edge technology. Mr. Simon also serves on the board of directors at Tulane University and the Board of Trustees at Poly Prep Country Day School.

	A transformative entrepreneur for over four decades, Mr. Simon is recognized as a forefather of the organic and natural products industry. In 1993, he founded and served as the Chairman and CEO of The Hain Celestial Group, Inc., a leading organic and natural products company, providing consumers with A Healthier Way of Life™. During his 25-year tenure, he grew Hain Celestial to an over $4 billion business with operations in North America, Europe, Asia and the Middle East.

	Select Skills and Qualifications:
	Executive and public company board leadership, entrepreneurship, extensive global consumer-packaged goods business and brand development experience, as well as in-depth knowledge of our industry.


	John M. Herhalt			Independent Director

	Director Since: May 2021 Age: 69 Committees: Chair of the Audit Committee			Other Public Company Boards: Mr. Herhalt is not a director of any other public company board.

	Executive Highlights:
	John M. Herhalt is a FCPA (FCA) and a retired partner from KPMG and has over 46 years of experience. He has worked across several industry sectors including automotive manufacturing, consumer products, infrastructure, power and utilities, and the public sector. During his time with KPMG, Mr. Herhalt served as Canada’s national advisory services business leader, national public sector leader, and KPMG International’s global head of infrastructure, government, and health care sectors providing subject matter advice and support to various KPMG member ﬁrms and their clients on a variety of projects in the Americas, Europe, Middle East, and Asia. After retiring from KPMG, Mr. Herhalt has continued to provide management consulting services on a part-time basis and serves as a director on several private boards.

	Select Skills and Qualifications:
	Extensive accounting, financial, governance, risk management and information systems audits, and global business experience.


	Tilray Brands, Inc.
	(Name of Registrant as Specified in its Charter)

	(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


	Thomas Looney			Independent Director

	Director Since: May 2021 Age: 63 Committees: Audit Committee and Chair of the Compensation Committee			Other Public Company Boards: Mr. Looney is not a director of any other public company board.

	Executive Highlights:
	Tom Looney is the former President of Diageo US Spirits & Canada. In this position Mr. Looney maintained full responsibility for the growth and development of the company’s spirits business in the United States & Canada including brands such as Smirnoff, Crown Royal, Baileys, Johnnie Walker, Captain Morgan, and Ketel One. Mr. Looney was also a member of Diageo’s North American Executive Team. Previously, Mr. Looney held the position of President, Diageo Beer Company overseeing US sales, finance, marketing, and innovation teams.

	Select Skills and Qualifications:
	Extensive innovation, sales, finance and marketing experience, especially in the beverage alcohol industry, and risk management.


	David Hopkinson			Independent Director

	Director Since: May 2021 Age: 55 Committees: Nominating and Governance Committee and Compensation Committee			Other Public Company Boards: Mr. Hopkinson is not a director of any other public company board.

	Executive Highlights:
	Mr. Hopkinson is an accomplished executive with more than 25 years of diverse sports and entertainment industry experience. David Hopkinson currently serves as Chief Executive Officer of Newcastle United Football Club, where he leads the club’s global business and commercial operations. Previously, Mr. Hopkinson served as the President and Chief Operating Officer at Madison Square Garden Sports Corp. (MSG Sports) from 2020 to 2024, where he was responsible for setting the business strategy and overseeing all aspects of business operations across MSG Sports’ portfolio of assets, which includes the New York Knicks (NBA) and New York Rangers (NHL). Prior to MSG Sports, he served as Global Head of Partnerships for Real Madrid Club de Futbol, one of the world’s top revenue-generating football clubs, where he was responsible for all aspects of global partnerships. Before joining Real Madrid in 2018, Mr. Hopkinson spent over 20 years with Maple Leaf Sports and Entertainment (MLSE) in roles of increasing responsibility. In his last role with the Company, Mr. Hopkinson served as Chief Commercial Officer, where he was responsible for all revenue generation across MLSE’s portfolio of teams, which includes the Toronto Maple Leafs (NHL), Toronto Raptors (NBA) and Toronto FC (MLS). Mr. Hopkinson has served on the Chancellor’s Advisory Committee at McGill University in Montreal, in addition to the Boards of Canada Basketball, Canada’s Walk of Fame, and Women’s College Hospital Foundation in Toronto. In 2013, he was awarded the Queen Elizabeth II Diamond Jubilee Medal in recognition of Service to Canada.

	Select Skills and Qualifications:
	Extensive operational, management and revenue generation experience.


	Steven Cohen			Independent Director

	Director Since: December 2024 Age: 63 Committees: Audit Committee Member and Nominating and Corporate Governance Committee Member			Other Public Company Boards: Mr. Cohen is not currently a director of any other public company boards.

	Executive Highlights:
	Mr. Cohen was previously the Interim Chief Executive Officer of AYR Wellness Inc., from September 2024 until April 4, 2025. He is also an adjunct professor at New York Law School where he teaches courses in corporate law and securities. Mr. Cohen previously served as Chief Administrative Officer and General Counsel of MacAndrews & Forbes Incorporated, and served as a Director of Whole Earth Brands until earlier this year. He also served as Secretary to New York Governor Andrew M. Cuomo, in addition to serving as Counselor and Chief of Staff in the Office of the New York Attorney General under Attorney General Cuomo. In private practice, Mr. Cohen has represented a wide array of corporations and individuals in complex commercial, criminal, and regulatory matters. He previously served as the Chief of the Violent Gangs Unit in the U.S. Attorney’s Office for the Southern District of New York. Mr. Cohen received his B.A. from New York University and his J.D. from the University of Pennsylvania Law School. He is a member of the New York University Board of Trustees and University of Pennsylvania Law School Board of Advisors. He previously served as the NY Trustee of the Gateway Development Corporation and as the Vice Chairman of the Port Authority of NY & NJ.

	Select Skills and Qualifications:
	Public company board experience, extensive governance and management experience.


Name	Audit Committee	Compensation Committee	Nominating and Governance Committee
Steven Cohen	*		*
David Clanachan			*
John M. Herhalt	+
David Hopkinson	*	*
Tom Looney	*	+
Renah Persofsky++		*	+
Irwin D. Simon ♦


	Board of Directors			$140,000
	Chair of committee:
	Audit			$20,000
	Compensation			$20,000
	Nominating and Corporate Governance			$20,000
	Lead Independent Director:			$90,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
Steven Cohen	140,000	250,000	390,000
David F. Clanachan	140,000	250,000	390,000
John M. Herhalt	160,000	250,000	410,000
David Hopkinson	140,000	250,000	390,000
Thomas Looney	160,000	250,000	410,000
Renah Persofsky	250,000	250,000	500,000


Name	Number of shares Subject to Outstanding Options as of May 31, 2026	Number of shares Underlying RSUs as of May 31, 2026
Steven Cohen	—	43,104
David F. Clanachan	—	43,104
John M. Herhalt	—	47,625
David Hopkinson	—	47,381
Thomas Looney	—	47,625
Renah Persofsky	__	49,061


	Common Stock Beneficially Owned
Name of Beneficial Owner	Number	Percent
Greater than 5% stockholders:	N/A	N/A
Directors and Named Executive Officers:
Irwin D. Simon⁽¹⁾	1,309,031	*
Renah Persofsky⁽²⁾	33,368	*
Steven Cohen⁽³⁾	55,542	*
David Clanachan⁽⁴⁾	38,647	*
John M. Herhalt⁽⁵⁾	38,952	*
David Hopkinson⁽⁶⁾	43,104	*
Tom Looney⁽⁷⁾	78,546	*
Carl Merton⁽⁸⁾	215,556	*
Denise Faltischek⁽⁹⁾	225,047	*
Mitchell Gendel⁽¹⁰⁾	200,225	*
Roger Savell⁽¹¹⁾	108,732	*
All current executive officers and directors as a group (11 individuals)	2,346,750	1.60%


What We Do		What We Don’t Do
✔	Pay for Performance – majority of compensation “at risk”	✘	Permit short sales by directors, officers or employees
✔	Reasonable post-employment and change in control provisions	✘	Allow hedging or pledging of Company stock
✔	Stock ownership guidelines	✘	Offer change in control tax gross-ups
✔	Use of multiple performance metrics	✘	Permit repricing of underwater options without stockholder approval
✔	Retention awards requiring repayment on resignation, and clawback policy for equity incentive awards and cash bonuses in the event of restatement of financial results	✘	Offer unreasonable perquisites
		✘	Provide single trigger cash severance based solely on a change in control of the Company


Tilray Named Executive Officers as of May 31, 2026
Name	Position	Age
Irwin Simon	President, Chief Executive Officer and Chairman of the Board (“CEO”)	68
Carl Merton	Chief Financial Officer	57
Denise Faltischek	Chief Strategy Officer and Head of M&A	53
Mitchell Gendel	Global General Counsel and Corporate Secretary	61
Roger Savell	Chief Administrative Officer	64


Cannabis Companies Canopy Growth Corporation Curaleaf Holdings, Inc.	Cresco Labs, Inc. Green Thumb Industries, Inc.	Trulieve Cannabis Corp.
Biotechnology / Pharmaceutical / Technology Companies DocuSign, Inc. Etsy, Inc.	Incyte Corporation Neurocrine Biosciences, Inc.	Unity Software Inc.
Consumer Packaged Goods / Alcohol Companies Beyond Meat Constellation Brands, Inc.	Monster Beverage The Boston Beer Company, Inc.	The Simply Good Food Co.


	Name			Fiscal Year 2026 Base Salary
	Irwin Simon			$2,057,580
	Carl Merton⁽¹⁾			$411,656
	Denise Faltischek			$642,735
	Mitchell Gendel			$599,886
	Roger Savell			$562,316


Name	Target Bonus Percentage of Base salary	Bonus Target Amount ($)	Bonus Amount ($) Paid for Fiscal Year 2026
Irwin Simon	200% (up to a maximum of 350%)	$4,115,160 (maximum of $7,201,530)	$0
Carl Merton	100%	$411,656	$0
Denise Faltischek	100%	$642,735	$0
Mitchell Gendel	100%	$599,886	$0
Roger Savell	100%	$562,316	$0


	Performance Level (Percentage of Achievement of Cumulative Adjusted EBITDA Target)			% of Award Vested
	50% or below			0%
	75%			50%
	100% or greater			100%


3-Year Performance Period	Total Target Adjusted EBITDA $ (millions)	Total Actual Adjusted EBITDA $ (millions)
FY 2024 – FY 2026	178.0	171.6
	Level of Achievement	96.4%


Name	Total Annual RSUs	Annual RSU Target Percentage of Base Salary
Irwin Simon	856,897	250%
Carl Merton	120,834	175%
Denise Faltischek	187,371	175%
Mitchell Gendel	174,880	175%
Roger Savell	163,957	175%


Name and Principal Position	Fiscal Year	Salary ($)⁽¹⁾	Bonus ($)	Stock Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation⁽³⁾	Option Awards	All Other Compensation ($)⁽⁴⁾	Total ($)
Irwin Simon President, Chief Executive Officer and Chairman of the Board	2026	2,057,580	950,000⁽⁵⁾	18,816,501	0	—	333,224	22,157,305
	2025	1,988,000	3,369,950⁽⁶⁾	4,729,400	0	—	208,262	10,295,612
	2024	1,891,760	2,500,000⁽⁷⁾	4,547,501	1,040,000	—	163,710	10,142,971
Carl Merton Chief Financial Officer⁽⁸⁾	2026	411,656	160,000⁽⁵⁾	2,645,268	0	—	21,297	3,238,221
	2025	395,875	546,500⁽⁶⁾	669,563	0	—	16,862	1,628,800
	2024	388,304	500,000⁽⁷⁾	673,481	77,661	—	13,553	1,652,999
Denise Faltischek Chief Strategy Officer and Head of M&A	2026	642,735	130,000⁽⁵⁾	3,059,122	0	—	41,128	3,872,985
	2025	621,000	645,000⁽⁶⁾	1,050,000	0	—	39,111	2,355,111
	2024	600,000	600,000⁽⁷⁾	962,501	120,000	—	34,581	2,317,082
Mitchell Gendel Global General Counsel and Corporate Secretary	2026	599,886	160,000⁽⁵⁾	2,727,471	0	—	32,297	3,519,654
	2025	579,600	591,000⁽⁶⁾	980,000	0	—	32,359	2,182,959
	2024	560,000	550,000⁽⁷⁾	892,500	112,000	—	29,967	2,144,466
Roger Savell Chief Administrative Officer	2026	562,316	105,000⁽⁵⁾	2,363,875	0	—	39,485	3,070,676
	2025	543,400	295,000⁽⁶⁾	918,750	0	—	32,776	1,789,926
	2024	525,000	550,000⁽⁷⁾	875,000	155,000	—	27,669	2,132,670


NEO	Car Allowance/ Parking Costs	401(k) Contributions⁽¹⁾	GLT- FICA⁽²⁾	Health & Welfare Benefits⁽³⁾	Life Insurance Premiums⁽³⁾	Total
Irwin Simon	$23,943	$15,737	$2,210	$175,742	$115,593	$333,224
Carl Merton	$8,700	$0	$0	$12,597	$0	$21,297
Denise Faltischek	$6,000	$6,185	$690	$28,253	$0	$41,128
Mitchell Gendel	$0	$14,789	$1,980	$15,528	$0	$32,297
Roger Savell	$3,500	$14,738	$1,980	$19,267	$0	$39,485


	Estimated Possible Payouts Under Non-Equity Incentive Plan⁽¹⁾			Estimated Possible Payouts Under Equity Incentive Plan⁽²⁾		Grant Date fair value of Equity Awards⁽³⁾
Name	Grant date	Target	Maximum	Target	Maximum	Target	Maximum	Type
Irwin Simon	29-Jul-25			856,897	856,897	$4,970,000	$4,970,000	Annual LTIP Incentive
Irwin Simon		$4,115,160	$7,201,530
Carl Merton	29-Jul-25			120,834	120,834	$700,837	$700,837	Annual LTIP Incentive
Carl Merton		$411,656	$411,656
Denise Faltischek	29-Jul-25			187,371	187,371	$1,086,750	$1,086,750	Annual LTIP Incentive
Denise Faltischek		$642,735	$642,735
Mitchell Gendel	29-Jul-25			174,880	174,880	$1,014,300	$1,014,300	Annual LTIP Incentive
Mitchell Gendel		$599,886	$599,886
Roger Savell	29-Jul-25			163,957	163,957	$950,775	$950,775	Annual LTIP Incentive
Roger Savell		$562,316	$562,316


				Option Awards				Stock Awards
Name	Grant Date	Type of Award	Vesting Commencement date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Operation exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)
Irwin Simon								—	—
	7/30/2024⁽¹⁾	EIP2018	7/30/2024	—	—	—	—	117,647	648,235
	7/29/2025⁽¹⁾	EIP2018	7/29/2025	—	—	—	—	856,897	4,721,502
Carl Merton	7/30/2024⁽¹⁾	EIP2018	7/30/2024	—	—	—	—	16,656	91,775
Carl Merton	7/29/2025⁽¹⁾	EIP2018	7/29/2025	—	—	—	—	120,834	665,795
Denise Faltischek	7/30/2024⁽¹⁾	EIP2018	7/30/2024	—	—	—	—	26,120	143,921
Denise Faltischek	7/29/2025⁽¹⁾	EIP2018	7/29/2025	—	—	—	—	187,371	1,032,414
Mitchell Gendel	7/30/2024⁽¹⁾	EIP2018	7/30/2024	—	—	—	—	24,379	134,328
Mitchell Gendel	7/29/2025⁽¹⁾	EIP2018	7/29/2025	—	—	—	—	174,880	963,589
Roger Savell	7/30/2024⁽¹⁾	EIP2018	7/30/2024	—	—	—	—	22,855	125,931
Roger Savell	7/29/2025⁽¹⁾	EIP2018	7/29/2025	—	—	—	—	163,957	903,403


	Option Awards		Stock Awards⁽¹⁾
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Irwin Simon	—	—	714,685	3,861,693
Carl Merton	—	—	100,878	543,787
Denise Faltischek	—	—	118,653	636,254
Mitchell Gendel	—	—	107,450	576,555
Roger Savell	—	—	96,618	516,610


	Base salary		Bonus	Equity Awards	Benefits	Total
	Severance Period (months)	Amount of base pay	Value	Value Unvested Estimates (Max)⁽¹⁾	COBRA⁽²⁾/ Equivalent	Total
Irwin Simon
Termination Without Cause or for Good Reason⁽³⁾	18	$3,086,370	$6,172,740	$5,369,737	$38,721	$14,667,568
Change of Control	30	$5,143,950	$10,287,900	$5,369,737	$38,721	$20,840,308

Carl Merton⁽⁴⁾
Termination Without Cause or for Good Reason	12	$411,656	$411,656	$757,570	$12,061	$1,592,943
Change of Control	24	$823,312	$823,312	$757,570	$12,061	$2,416,255

Denise Faltischek
Termination Without Cause or for Good Reason	12	$642,735	$642,735	$1,176,335	$25,814	$2,487,619
Change of Control	24	$1,285,470	$1,285,470	$1,176,335	$25,814	$3,773,089

Mitchell Gendel
Termination Without Cause or for Good Reason	12	$599,886	$599,886	$1,097,917	$13,751	$2,311,440
Change of Control	24	$1,199,772	$1,199,772	$1,097,917	$13,751	$3,511,212

Roger Savell
Termination Without Cause or for Good Reason	12	$562,316	$562,316	$1,029,334	$17,130	$2,171,096
Change of Control	24	$1,124,632	$1,124,632	$1,029,334	$17,130	$3,295,728


	PEO¹		Average of Non-PEO NEOs²		Value of $100 Initial Investment Based On:
Fiscal Year	SCT Total Compensation³	Compensation Actually Paid^{4 10}	SCT Total Compensation³	Compensation Actually Paid^{5 10}	Cumulative TSR⁶	Peer Group TSR⁷	Net Income (Loss)⁸ ($000)	Adjusted EBITDA⁹ ($000)
2026	$22,157,305	$18,592,981	$3,425,384	$3,046,612	$3.24	$15.74	($105,158)	$61,139
2025	$10,295,612	($5,093,898)	$1,989,199	($530,210)	$2.51	$14.18	($2,181,356)	$55,035
2024	$10,142,971	$11,153,152	$2,061,804	$2,224,106	$10.60	$20.59	($222,404)	$60,465
2023	$15,656,584	$6,053,926	$2,371,929	$994,995	$9.84	$19.59	($1,443,000)	$61,479
2022	$19,456,767	$5,599,894	$2,755,870	$957,950	$26.44	$38.94	($434,132)	$48,047


Adjustments to Determine Compensation “Actually Paid” for PEO	SCT Total Compensation⁴	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT	Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End	Increase for Fair Value of Awards Granted during the year that Vest during year	Increase/ deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	Increase/ deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year	Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation	Total Adjustments to SCT Total Compensation
2026	$22,157,305	$18,816,501	$4,721,502	$0	$142,353	$10,388,322	$0	$0	$15,252,177


Adjustments to Determine Compensation “Actually Paid” for PEO	SCT Total Compensation Of Average of Non-PEO NE	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT	Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End	Increase for Fair Value of Awards Granted during the year that Vest during year	Increase/ deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	Increase/ deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year	Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation	Total Adjustments to SCT Total Compensation
2026	$3,425,384	$2,698,934	$891,300	$0	$27,228	$1,401,634	$0	$0	$2,320,162


Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted average exercise price of outstanding options, warrants and rights⁽¹⁾	(c) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders
Amended and Restated Tilray, Inc. 2018 equity Incentive Plan⁽²⁾⁽³⁾	6,074,211	$145.54	8,264,156
Aphria Equity Incentive Plan	25,625	$91.20	0
Privateer Holdings, Inc. 2011 Equity Incentive Plan	1,300	$47.66	0
Equity compensation plans not approved by security holders
Total	6,101,136	$144.23	8,264,156


Type of Fees⁽¹⁾	2025	2026
Audit Fees⁽²⁾	$1,470,960	$1,446,860
Audit Related Fees⁽³⁾	142,758	143,610
Tax Fees	—	—
All other Fees	216,000	279,590
Total	$1,829,718	$1,870,060