Form 8-K

8-K — Tilray Brands, Inc.

Accession: 0001171843-26-006527

Filed: 2026-10-08

Period: 2026-10-08

CIK: 0001731348

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_100826.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_100826.htm · Sequence: 1

Form 8-K

False000173134800017313482026-10-082026-10-08iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2026

_______________________________

Tilray Brands, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 001-38594 82-4310622

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

265 Talbot Street West

Leamington, Ontario N8H 4H3

(Address of Principal Executive Offices) (Zip Code)

(844) 845-7291

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.0001 per share TLRY The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 8, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Press Release dated October 8, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tilray Brands, Inc.

Date: October 8, 2026 By: /s/ Mitchell Gendel

Mitchell Gendel

Global General Counsel

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Tilray Brands Delivers Record Q1 Fiscal 2027 Revenue and Record Q1 Gross Profit, Demonstrating the Power of Its Global Platform, Driven by Double-Digit Year-Over-Year Growth Across International Cannabis, Beverage and Pharmaceutical Distribution

First-Quarter Results Reinforce Tilray’s Progress Converting Global Scale, Disciplined Execution and Category Leadership into Higher Revenue, Expanded Gross Profit and Continued Momentum

Record First-Quarter Net Revenue of $257 Million, Up 23% Year-Over-Year, with Gross Margin Expanding by ~300 bps to 30%

International Business Accelerates as EMEA Revenue Increases 71%, Growth Led by Medical Cannabis, Beverage and Pharmaceutical Distribution

Tilray’s Global Beverage Business Delivers $101 Million in Revenue, Expands Gross Margin to 41% and BrewDog Achieves Profitability in Q1

Reduced Outstanding Debt by $42 Million Fiscal Year-to-Date and Ended the Q1 with a Net Cash1 Position, Strengthening Financial Flexibility and the Balance Sheet

Tilray Reaffirms Fiscal 2027 Adjusted EBITDA3 Guidance of $68 Million to $75 Million

NEW YORK and LONDON and LEAMINGTON, Ontario, Oct. 08, 2026 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company with leading positions across cannabis, beverage, hospitality and wellness, today reported financial results for its first fiscal quarter ended August 31, 2026. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Irwin D. Simon, Chairman and Chief Executive Officer, Tilray Brands, stated: “Tilray’s record first-quarter revenue and gross profit demonstrate the power of the diversified platform we have built and the momentum we are creating across cannabis, beverage, hospitality, wellness and pharmaceutical distribution. We are no longer dependent on a single market or regulatory catalyst. We have multiple engines of growth, a scaled international footprint and the ability to convert scale into stronger margins, greater efficiency and sustainable, profitable growth.”

Mr. Simon continued, “Our global platform is translating into leadership positions across our core categories. In cannabis, Tilray is a leading cannabis producer, with more than 6 million square feet of cultivation capacity across Canada, Portugal and Germany, and a leading low-cost production base in the world’s largest legally regulated markets, supported by one of the largest EU-GMP certified footprints in the world. In beer, the world’s largest consumed alcoholic beverage category, we are the #4 craft brewer in the U.S. and #1 in the U.K., and we are very proud that Carlsberg has partnered with Tilray to begin producing and selling its iconic brands in the U.S. market starting January 1, 2027. Across beverage and wellness, we are accelerating innovation and staying closer to consumers. These leadership positions reflect the work we have done to integrate our businesses, sharpen operations and build a more focused, profitable company. Tilray is building a category-defining global platform for the next generation of wellness, healthcare and consumer products, with the brands, infrastructure and scale to lead as these markets evolve.”

The quarter’s performance reflects Tilray’s focus on building durable growth across multiple categories, strengthening profitability and maintaining a disciplined balance sheet while investing behind the long-term opportunities we believe will define the future of cannabis, beverage, wellness and healthcare.

Financial Highlights

All comparisons made to the prior year period

Net revenue increased 23% year-over-year to $257.1 million in the first quarter, compared to $209.5 million.

Gross profit increased 35% year-over-year to $77.5 million in the first quarter, compared to $57.5 million, while gross margin expanded to 30% from 27%.

Cannabis net revenue was $56.1 million in the first quarter compared to $64.5 million.

Cannabis gross profit was $22.0 million in the first quarter compared to $23.3 million.

Cannabis gross margin expanded to 39% in the first quarter compared to 36%.

Beverage net revenue increased 82% year-over-year to $101.5 million in the first quarter, compared to $55.7 million, reflecting the acquisition of BrewDog.

Beverage gross profit increased to $42.0 million in the first quarter compared to $21.3 million.

Beverage gross margin expanded to 41% in the first quarter compared to 38%.

Distribution net revenue increased 14% to $84.3 million in the first quarter compared to $74.0 million.

Distribution gross profit increased $9.1 million in the first quarter compared to $8.0 million.

Distribution gross margin was 11% in the first quarter and was unchanged.

Wellness net revenue was $15.3 million, consistent with the previous year period.

Wellness gross profit was $4.4 million in the first quarter compared to $4.9 million.

Wellness gross margin was 29% in the first quarter compared to 32%.

Driven predominantly by non-cash charges, net loss was $40.0 million in the first quarter and net loss per share was $0.32. Adjusted net loss2 was $3.0 million in the first quarter and adjusted net loss per share or adjusted EPS2 was $0.02.

Adjusted EBITDA3 was $9.2 million in the first quarter compared to $10.2 million; burdened by approximately $1.7 million of global fuel surcharges in this quarter.

Balance Sheet Update: Tilray’s balance sheet remains strong, supported by cash, restricted cash and marketable securities4 of $221.4 million at the end of the first quarter. This position gives the Company financial flexibility to invest behind strategic growth opportunities, support integration priorities and maintain disciplined capital allocation. Fiscal year to date, Tilray also reduced total outstanding debt by $42 million.

Fiscal Year 2027 Guidance

For its fiscal year ending May 31, 2027, the Company reaffirms its expectation to achieve adjusted EBITDA3 of $68 million to $75 million, representing double-digit growth as compared to fiscal year 2026. Historically, due to the seasonality of our business, financial results are typically more weighted toward the second half of the fiscal year, with results strengthening significantly in the fourth quarter.

Management’s guidance for adjusted EBITDA3 is provided on a non-GAAP basis and excludes stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; impairments of intangible assets and goodwill; other than temporary change in fair value of convertible notes receivable; litigation costs; integration and restructuring costs; transaction-related costs; and other non-operating income (expenses) and non-recurring items that may be incurred during the Company’s fiscal year 2027, which the Company will continue to identify as it reports its future financial results.

The Company cannot reconcile its expected adjusted EBITDA3 to net income under “Fiscal Year 2027 Guidance” without unreasonable effort because certain items that impact net income and other reconciling metrics are out of the Company’s control and/or cannot be reasonably predicted at this time.

____________________________________________________________________________________________________

(1) Net (debt) cash is a non-GAAP financial measure. See “Use of Non-GAAP Measures” below for additional discussion regarding these non-GAAP measures and for a reconciliation of such Non-GAAP Measures to our most comparable GAAP measure.

(2) Adjusted net income (loss) and adjusted net income (loss) per share/Adjusted EPS are a non-GAAP financial measure. See “Use of Non-GAAP Measures” below for additional discussion regarding these non-GAAP measures and for a reconciliation of such Non-GAAP Measures to our most comparable GAAP measure.

(3) Adjusted EBITDA is a non-GAAP financial measure. See “Use of Non-GAAP Measures” below for additional discussion regarding these non-GAAP measures and for a reconciliation of such Non-GAAP Measures to our most comparable GAAP measure.

(4) Cash, restricted cash and Marketable Securities is a non-GAAP financial measure. See “Use of Non-GAAP Measures” below for additional discussion regarding these non-GAAP measures and for a reconciliation of such Non-GAAP Measures to our most comparable GAAP measure.

Live Audio Webcast

Tilray Brands will host a webcast to discuss these results today at 8:30 AM Eastern Time. Investors may access the live webcast through the Events and Presentations section of Tilray’s Investor Relations website, where a replay will also be available and archived.

About Tilray Brands

Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY; TSX: TLRY), is a leading global lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment elevating lives through moments of connection. Tilray’s mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy and create memorable experiences. Tilray’s unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and craft beverages.

For more information on how we are elevating lives through moments of connection, visit Tilray.com and follow @Tilray on all social platforms.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “position,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication.

Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the Company’s ability to become a leading lifestyle consumer packaged goods company; the Company’s ability to become a leading beverage alcohol Company; the Company’s ability to achieve long term profitability; the Company’s ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular business lines and markets; the Company’s ability to successfully achieve revenue growth, margin and profitability improvements, production and supply chain efficiencies, synergies and cost savings; the Company’s ability to achieve fiscal year 2027 financial guidance, including expected Adjusted EBITDA3 of $68 to $75 million and synergy optimizations; the Company’s expected revenue growth, sales volume, profitability, synergies and accretion related to any of its acquisitions; expected opportunities in the U.S., including upon U.S. federal cannabis legalization or rescheduling and the Company’s ability to leverage its platform in connection therewith; the Company’s ability to successfully leverage artificial intelligence strategies; the Company’s anticipated investments and acquisitions, including in organic and strategic growth, partnership efforts, product offerings and other initiatives; and the Company’s ability to commercialize new and innovative products.

Many factors could cause actual results, performance or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and other factors, see the most recently filed annual information form of the Company and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of the Company made with the SEC and available on EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

Use of Non-U.S. GAAP Financial Measures

This press release and the accompanying tables include non-GAAP financial measures, including Adjusted EBITDA3, Adjusted cash operating income (loss), Adjusted net income (loss), Adjusted net income (loss) per share and or (“Adjusted EPS”), free cash flow, adjusted free cash flow, constant currency presentations of revenue, cash, restricted cash and marketable securities, and net (debt) cash. Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company's operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures, nor should adjusted net income (loss) per share be used as a measure of liquidity. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the Company's Consolidated Statements of Operations and Cash Flows presented in accordance with GAAP.

Certain forward-looking non-GAAP financial measures included in this press release are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs, impairments of intangible assets and goodwill, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company's GAAP financial results.

The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company's consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year. A reconciliation of prior year revenue to constant currency revenue, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Adjusted EBITDA3 is calculated as net income (loss) before income tax expense (recovery), net; interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; project 420 optimization costs; litigation costs; restructuring costs, and transaction costs, net. A reconciliation of Adjusted EBITDA3 to net income (loss), the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release.

Adjusted cash operating income (loss) is calculated as operating loss, less; amortization; stock-based compensation; and change in fair value of contingent consideration. A reconciliation of adjusted cash operating income (loss) to operating loss, the most directly comparable GAAP measure, has been included below in this press release. Adjusted cash operating income (loss) is not calculated in accordance with GAAP and should not be considered an alternative for GAAP operating income or as a measure of liquidity.

Adjusted net income (loss) is calculated as net loss attributable to stockholders of Tilray Brands, Inc., less; non-operating income (expense), net; amortization; deferred income tax expense (benefits), net; stock-based compensation; Accretion of convertible debt discount; change in fair value of contingent consideration; project 420 optimization costs; litigation costs; restructuring costs and transaction costs, net. A reconciliation of Adjusted net income (loss) to net loss attributable to stockholders of Tilray Brands, Inc., the most directly comparable GAAP measure, has been included below in this press release.

Adjusted net income (loss) per share (and or adjusted EPS) is calculated as adjusted net income (loss) divided by weighted average number of common shares outstanding. A reconciliation of Adjusted net income (loss) per share to net loss attributable to stockholders of Tilray Brands, Inc., the most directly comparable GAAP measure, has been included below in this press release. Adjusted net income (loss) per share is not calculated in accordance with GAAP and should not be considered an alternative for GAAP net income (loss) per share or as a measure of liquidity.

Free cash flow is comprised of two GAAP measures which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets, net. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release. Adjusted free cash flow is comprised of two GAAP measures which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets, net, and the exclusion of growth CAPEX from investments in capital and intangible assets, net, which excludes the amount of capital expenditures that are considered to be associated with growth of future operations rather than to maintain the existing operations of the Company, and excludes cash paid for litigation settlements. A reconciliation of net cash flow provided by (used in) operating activities to adjusted free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Cash, restricted cash and marketable securities are comprised of three GAAP measures, cash and cash equivalents and restricted cash added to marketable securities. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its short-term liquidity position by combining these three GAAP metrics.

Net (debt) cash is comprised of GAAP measures and reduces bank indebtedness, current and non-current portions of long-term debt, the principal balance of convertible debt by cash and cash equivalents and marketable securities. The Company believes this metric provides useful information to management, analysts, and investors regarding its liquidity and the Company’s ability to repay all of its debt.

Contacts:

Investor Relations

investors@tilray.com

Pro-TLRY@prosek.com

Media

news@tilray.com

The accompanying excerpts of the interim condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. GAAP.

Consolidated Statements of Financial Position

August 31, May 31,

(in thousands of US dollars) 2026

2026

Assets

Current assets

Cash and cash equivalents $ 214,960 $ 225,977

Restricted cash 3,383 3,365

Marketable securities 3,047 5,289

Accounts receivable, net 190,617 189,170

Inventory 328,973 301,192

Prepaids and other current assets 64,160 64,692

Assets held for sale 2,449 2,449

Total current assets 807,589 792,134

Capital assets 665,923 680,225

Operating lease, right-of-use assets 42,030 42,318

Digital assets 720 674

Intangible assets 42,468 42,779

Goodwill 752,350 752,350

Long-term investments 6,365 6,551

Other assets 10,509 10,981

Total assets $ 2,327,954 $ 2,328,012

Liabilities

Current liabilities

Bank indebtedness $ 8,688 $ 8,775

Accounts payable and accrued liabilities 335,415 318,088

Current portion of lease liabilities 11,902 13,357

Current portion of long-term debt 15,457 18,160

Current portion of convertible debentures payable 59,224 —

Total current liabilities 430,686 358,380

Long - term liabilities

Lease liabilities 158,610 158,155

Long-term debt 118,046 120,425

Convertible debentures payable — 79,529

Deferred tax liabilities, net 9,746 12,256

Other liabilities 4,192 4,400

Total liabilities 721,280 733,145

Stockholders' equity

Common stock ($0.0001 par value; 1,416,000,000 common shares authorized; 144,936,074 and 131,683,075 common shares issued and outstanding, respectively) 145 132

Treasury Stock (1,124,869 and 589,217 treasury shares issued and outstanding, respectively) — —

Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively) — —

Additional paid-in capital 6,674,469 6,627,056

Accumulated other comprehensive loss (39,492 ) (44,233 )

Accumulated deficit (5,011,764 ) (4,968,623 )

Total Tilray Brands, Inc. stockholders' equity 1,623,358 1,614,332

Non-controlling interests (16,684 ) (19,465 )

Total stockholders' equity 1,606,674 1,594,867

Total liabilities and stockholders' equity $ 2,327,954 $ 2,328,012

Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

For the three months ended

August 31, August 31, Change % Change

(in thousands of U.S. dollars, except for per share data) 2026

2025

2026 vs. 2025

Net revenue $ 257,147 $ 209,501 $ 47,646 23 %

Cost of goods sold 179,638 152,032 27,606 18 %

Gross profit 77,509 57,469 20,040 35 %

Operating expenses:

General and administrative 57,608 41,053 16,555 40 %

Selling 13,593 12,923 670 5 %

Amortization 6,500 3,929 2,571 65 %

Marketing and promotion 15,736 10,155 5,581 55 %

Research and development 89 41 48 117 %

Change in fair value of contingent consideration — (15,000 ) 15,000 (100 )%

Litigation costs, net of recoveries 787 1,007 (220 ) (22 )%

Restructuring costs 2,447 869 1,578 182 %

Transaction costs, net 4,802 400 4,402 1101 %

Total operating expenses 101,562 55,377 46,185 83 %

Operating income (loss) (24,053 ) 2,092 (26,145 ) (1250 )%

Interest expense, net (6,480 ) (6,696 ) 216 (3 )%

Non-operating income (expense), net (7,773 ) 3,832 (11,605 ) (303 )%

(Loss) before income taxes (38,306 ) (772 ) (37,534 ) 4862 %

Income tax expense (recovery), net 1,725 (2,285 ) 4,010 (175 )%

Net income (loss) $ (40,031 ) $ 1,513 $ (41,544 ) (2746 )%

Total net income (loss) attributable to:

Stockholders of Tilray Brands, Inc. (43,141 ) (322 ) (42,819 ) 13298 %

Non-controlling interests 3,110 1,835 1,275 69 %

Other comprehensive gain (loss), net of tax

Foreign currency translation gain (loss) 4,412 (188 ) 4,600 (2447 )%

Comprehensive income (loss) $ (35,619 ) $ 1,325 $ (36,944 ) (2788 )%

Total comprehensive income (loss) attributable to:

Stockholders of Tilray Brands, Inc. (38,400 ) (489 ) (37,911 ) 7753 %

Non-controlling interests 2,781 1,814 967 53 %

Weighted average number of common shares - basic1 133,340,533 106,027,190 27,313,343 26 %

Weighted average number of common shares - diluted1 133,340,533 106,027,190 27,313,343 26 %

Net loss per share - basic1 $ (0.32 ) $ (0.00 ) $ (0.32 ) 10553 %

Net loss per share - diluted1 $ (0.32 ) $ (0.00 ) $ (0.32 ) 10553 %

1The prior year share and amounts have been retrospectively adjusted to reflect the Reverse Stock Split, which became effective on December 2, 2025. See Note 1 (Basis of presentation and summary of significant accounting policies) within the Form 10-Q for the period ended August 31, 2026.

Condensed Consolidated Statements of Cash Flows

For the three months ended

August 31, August 31, Change % Change

(in thousands of US dollars) 2026

2025

2026 vs. 2025

Cash provided by (used in) operating activities:

Net income (loss) $ (40,031 ) $ 1,513 $ (41,544 ) (2746 )%

Adjustments for:

Income tax expense (recovery), net 1,725 (2,285 ) 4,010 (175 )%

Unrealized foreign exchange (gain) loss 4,524 (2,328 ) 6,852 (294 )%

Amortization 18,638 15,561 3,077 20 %

Accretion of convertible debt discount 1,465 1,976 (511 ) (26 )%

Unrealized (gain) loss on digital assets (46 ) 8 (54 ) (675 )%

Other non-cash items (1,745 ) 282 (2,027 ) (719 )%

Stock-based compensation 6,584 5,052 1,532 30 %

Loss (gain) on long-term investments 27 (39 ) 66 (169 )%

Loss on derivative instruments — 3,670 (3,670 ) (100 )%

Change in fair value of contingent consideration — (15,000 ) 15,000 (100 )%

Change in non-cash working capital:

Accounts receivable (1,319 ) 14,414 (15,733 ) (109 )%

Prepaids and other current assets 1,004 (7,133 ) 8,137 (114 )%

Inventory (27,781 ) (11,905 ) (15,876 ) 133 %

Accounts payable and accrued liabilities 20,414 (5,127 ) 25,541 (498 )%

Net cash used in operating activities (16,541 ) (1,341 ) (15,200 ) 1133 %

Cash provided by (used in) investing activities:

Investment in capital and intangible assets (11,009 ) (9,523 ) (1,486 ) 16 %

Proceeds from disposal of capital and intangible assets 101 293 (192 ) (66 )%

Investment in digital assets — (1,000 ) 1,000 (100 )%

Sale (purchase) of marketable securities, net 2,242 34,697 (32,455 ) (94 )%

Proceeds from long-term investments 133 — 133 NM

Business acquisitions, net of cash acquired (720 ) — (720 ) NM

Net cash used in investing activities (9,253 ) 24,467 (33,720 ) (138 )%

Cash provided by (used in) financing activities:

Share capital issued, net of cash issuance costs 22,338 22,491 (153 ) (1 )%

Repayment of long-term debt (5,846 ) (2,653 ) (3,193 ) 120 %

Repayment of lease liabilities (2,438 ) (994 ) (1,444 ) 145 %

Net (increase) decrease in bank indebtedness (87 ) 1,004 (1,091 ) (109 )%

Net cash provided by financing activities 13,967 19,848 (5,881 ) (30 )%

Effect of foreign exchange on cash and cash equivalents 828 188 640 340 %

Net increase (decrease) in cash and cash equivalents (10,999 ) 43,162 (54,161 ) (125 )%

Cash and cash equivalents, beginning of period 229,342 221,666 7,676 3 %

Cash and cash equivalents and restricted cash, end of period $ 218,343 $ 264,828 $ (46,485 ) (18 )%

Net Revenue by Operating Segment

For the three months ended For the three months ended

(In thousands of U.S. dollars) August 31, 2026 % of Total

Revenue August 31, 2025 % of Total

Revenue

Beverage business $ 101,496 39% $ 55,739 27%

Cannabis business 56,109 22% 64,511 31%

Distribution business 84,266 33% 74,007 35%

Wellness business 15,276 6% 15,244 7%

Total net revenue $ 257,147 100% $ 209,501 100%

Net Revenue by Operating Segment in Constant Currency

For the three months ended For the three months ended

August 31, 2026 August 31, 2025

(In thousands of U.S. dollars) as reported in constant currency % of Total

Revenue as reported in constant currency % of Total

Revenue

Beverage business $ 101,777 39% $ 55,739 27%

Cannabis business 56,873 22% 64,511 31%

Distribution business 85,188 33% 74,007 35%

Wellness business 15,433 6% 15,244 7%

Total net revenue $ 259,271 100% $ 209,501 100%

Net Cannabis Revenue by Market Channel

For the three months ended For the three months ended

(In thousands of U.S. dollars) August 31, 2026 % of Total

Revenue August 31, 2025 % of Total

Revenue

Revenue from Canadian medical cannabis $ 4,717 8% $ 6,146 10%

Revenue from Canadian adult-use cannabis 53,564 95% 64,067 99%

Revenue from wholesale cannabis 673 1% 4,155 6%

Revenue from international cannabis 16,237 29% 13,367 21%

Less excise taxes (19,082 ) (33)% (23,224 ) (36)%

Total $ 56,109 100% $ 64,511 100%

Net Cannabis Revenue by Market Channel in Constant Currency

For the three months ended For the three months ended

August 31, 2026 August 31, 2025

(In thousands of U.S. dollars) as reported in constant currency % of Total

Revenue as reported in constant currency % of Total

Revenue

Revenue from Canadian medical cannabis $ 4,804 8% $ 6,146 10%

Revenue from Canadian adult-use cannabis 54,575 96% 64,067 99%

Revenue from wholesale cannabis 685 1% 4,155 6%

Revenue from international cannabis 16,252 29% 13,367 21%

Less excise taxes (19,443 ) (34)% (23,224 ) (36)%

Total $ 56,873 100% $ 64,511 100%

Other Financial Information: Key Operating Metrics

For the three months ended

August 31, August 31,

(in thousands of U.S. dollars) 2026

2025

Net beverage revenue $ 101,496 $ 55,739

Net cannabis revenue 56,109 64,511

Distribution revenue 84,266 74,007

Wellness revenue 15,276 15,244

Beverage costs 59,489 34,413

Cannabis costs 34,087 41,241

Distribution costs 75,143 66,008

Wellness costs 10,919 10,370

Gross profit 77,509 57,469

Beverage gross margin 41 % 38 %

Cannabis gross margin 39 % 36 %

Distribution gross margin 11 % 11 %

Wellness gross margin 29 % 32 %

Adjusted EBITDA $ 9,205 $ 10,181

Cash and cash equivalents, restricted cash and marketable securities as at the period ended: 221,390 264,828

Working capital as at the period ended: $ 376,903 $ 433,508

Other Financial Information: Gross Margin and Adjusted Gross Margin

For the three months ended August 31, 2026

(In thousands of U.S. dollars) Beverage Cannabis Distribution Wellness Total

Net revenue $ 101,496 $ 56,109 $ 84,266 $ 15,276 $ 257,147

Cost of goods sold 59,489 34,087 75,143 10,919 179,638

Gross profit 42,007 22,022 9,123 4,357 77,509

Gross margin 41 % 39 % 11 % 29 % 30 %

For the three months ended August 31, 2025

(In thousands of U.S. dollars) Beverage Cannabis Distribution Wellness Total

Net revenue $ 55,739 $ 64,511 $ 74,007 $ 15,244 $ 209,501

Cost of goods sold 34,413 41,241 66,008 10,370 152,032

Gross profit 21,326 23,270 7,999 4,874 57,469

Gross margin 38 % 36 % 11 % 32 % 27 %

Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization

For the three months ended

August 31, August 31, Change % Change

(In thousands of U.S. dollars) 2026

2025

2026 vs. 2025

Net income (loss) $ (40,031 ) $ 1,513 $ (41,544 ) (2746 )%

Income tax expense (recovery), net 1,725 (2,285 ) 4,010 (175 )%

Interest expense, net 6,480 6,696 (216 ) (3 )%

Non-operating expense (income), net 7,773 (3,832 ) 11,605 (303 )%

Amortization 18,638 15,561 3,077 20 %

Stock-based compensation 6,584 5,052 1,532 30 %

Change in fair value of contingent consideration — (15,000 ) 15,000 (100 )%

Project 420 business optimization — 200 (200 ) (100 )%

Litigation costs, net of recoveries 787 1,007 (220 ) (22 )%

Restructuring costs 2,447 869 1,578 182 %

Transaction costs, net 4,802 400 4,402 1101 %

Adjusted EBITDA $ 9,205 $ 10,181 $ (976 ) (10 )%

Other Financial Information: Adjusted cash operating income (loss)

For the three months ended

August 31, August 31, Change % Change

2026

2025

2026 vs. 2025

Operating income (loss) $ (24,053 ) $ 2,092 $ (26,145 ) (1250 )%

Change in fair value of contingent consideration — (15,000 ) 15,000 (100 )%

Amortization 18,638 15,561 3,077 20 %

Stock-based compensation 6,584 5,052 1,532 30 %

Adjusted cash operating income (loss) $ 1,169 $ 7,705 $ (6,536 ) (85 )%

Other Financial Information: Adjusted net income (loss) and Adjusted net income (loss) per share ("Adjusted EPS")

August 31, August 31, Change % Change

2026

2025

Change

Net loss attributable to stockholders of Tilray Brands, Inc. $ (43,141 ) $ (322 ) $ (42,819 ) 13298 %

Non-operating expense (income), net 7,773 (3,832 ) 11,605 (303 )%

Amortization 18,638 15,561 3,077 20 %

Stock-based compensation 6,584 5,052 1,532 30 %

Deferred income tax expense (benefits), net (2,344 ) (2,537 ) 193 (8 )%

Accretion of convertible debt discount 1,465 1,976 (511 ) (26 )%

Change in fair value of contingent consideration — (15,000 ) 15,000 (100 )%

Project 420 business optimization — 200 (200 ) (100 )%

Litigation costs, net of recoveries 787 1,007 (220 ) (22 )%

Restructuring costs 2,447 869 1,578 182 %

Transaction costs, net 4,802 400 4,402 1101 %

Adjusted net income (loss) $ (2,989 ) $ 3,374 $ (6,363 ) (189 )%

Adjusted net income (loss) per share - basic and diluted $ (0.02 ) $ 0.03 $ (0.05 ) (167 )%

Other Financial Information: Free Cash Flow

For the three months ended

August 31, August 31, Change % Change

(In thousands of U.S. dollars) 2026

2025

2026 vs. 2025

Net cash used in operating activities $ (16,541 ) $ (1,341 ) $ (15,200 ) 1133 %

Less: investments in capital and intangible assets, net (10,908 ) (9,230 ) (1,678 ) 18 %

Free cash flow $ (27,449 ) $ (10,571 ) $ (16,878 ) 160 %

Add: growth CAPEX 3,025 3,009 16 1 %

Add: cash paid for litigation settlements 1,000 2,804 (1,804 ) (64 )%

Adjusted free cash flow $ (23,424 ) $ (4,758 ) $ (18,666 ) 392 %

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Oct. 08, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 08, 2026

Entity File Number

001-38594

Entity Registrant Name

Tilray Brands, Inc.

Entity Central Index Key

0001731348

Entity Tax Identification Number

82-4310622

Entity Incorporation, State or Country Code

Entity Address, Address Line One

265 Talbot Street West

Entity Address, City or Town

Leamington

Entity Address, State or Province

Entity Address, Postal Zip Code

N8H 4H3

City Area Code

844

Local Phone Number

845-7291

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.0001 per share

Trading Symbol

TLRY

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration