Sec Form 4 Filing - Conder Timothy Alan @ TILT Holdings Inc. - 2024-06-30

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 Conder Timothy Alan 2. Issuer Name and Ticker or Trading Symbol TILT Holdings Inc. [ TLLTF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O TILT HOLDINGS INC., 2801 E. CAMELBACK ROAD #180 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2024 (Street) PHOENIX, AZ85016 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 Shares, no par value 06/30/2024 M 666,666 ( 1 ) A $ 0 ( 2 ) 2,135,566 D Common Shares, no par value 06/30/2024 F 187,997 ( 3 ) D $ 0.0219 ( 4 ) 1,947,569 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 Performance stock units ( 2 ) 06/30/2024 M 666,666 ( 1 ) ( 1 ) ( 1 ) Common Shares, no par value 666,666 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Conder Timothy Alan C/O TILT HOLDINGS INC. 2801 E. CAMELBACK ROAD #180 PHOENIX, AZ85016 X Chief Executive Officer Signatures /s/ Mark Higgins as attorney-in-fact for Timothy Alan Conder 07/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )2,000,000 performance stock units ("PSUs") were granted on September 26, 2023. Each PSU represented a contingent right to receive one common share of the Company, of which 1,000,000 were subject to the achievement of certain performance criteria during the performance period ended December 31, 2023, as approved by the Issuer's Board of Directors. On April 19, 2024, the Board of Directors of the Issuer determined that the Reporting Person satisfied certain performance metrics to which the PSUs were subject and as a result the Reporting Person earned 666,666 PSUs for the performance period ended December 31, 2023. The common shares underlying the PSUs vested on June 30, 2024. The remaining 333,000 PSUs for the performance period ended December 31, 2023 were cancelled. ( 2 )PSUs convert into common stock on a one-for-one basis. ( 3 )Represents common shares that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting and net settlement of PSUs and does not represent a sale by the Reporting Person. ( 4 )The price provided in this column was calculated based on the closing price of the Issuer's common shares on Cboe Canada formerly known as the NEO Exchange on June 28, 2024 which was CAD$0.03. The share price of CAD$0.03 was converted to U.S. dollars using the exchange rate provided by the Bank of Canada of USD$1.00= CAD$1.3687 on June 28, 2024.

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