Tilray Brands, Inc 8-K, filed Oct 8, 2026
Tilray Brands, Inc. (TLRY)
About this 8-K
Tilray Brands, Inc filed this 8-K on October 8, 2026.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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of the Securities Exchange Act of 1934
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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).
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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. ☐
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.
(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 | ||
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.
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(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 | % | |||