Form 8-K

8-K — Tilray Brands, Inc.

Accession: 0001171843-26-002136

Filed: 2026-04-01

Period: 2026-04-01

CIK: 0001731348

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_040126.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_040126.htm · Sequence: 1

Form 8-K

False000173134800017313482026-04-012026-04-01iso4217: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): April 1, 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 April 1, 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 April 1, 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: April 1, 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 Q3 Fiscal 2026 Results; Net Revenue Increases to $207 Million with 11% Organic Growth and Gross Profit Expands to $55 Million, Increasing 6% Year-Over-Year

International Cannabis Accelerates with 73% Net Revenue Growth and 100% Increase in Cannabis Flower Sales Volume Year-Over-Year

Canadian Adult-Use and Medical Cannabis Net Revenue Combined Increased 8% Year-Over-Year; Tilray Maintains #1 Cannabis Leadership Position in Canada by Revenue

BrewDog Acquisition1 for ~£40 Million Cash Positions Tilray as a Global Craft Beverage Leader with Multi-Region Expansion Across Europe, Middle East, Australia, Asia-Pacific and the U.S.

Strong Balance Sheet Supports Growth with $265 Million in Cash and Marketable Securities2 and ~$3.5 Million Net Cash

NEW YORK and LONDON and LEAMINGTON, Ontario, April 01, 2026 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the cannabis, beverage, and wellness industries, today reported financial results for its third fiscal quarter ended February 28, 2026, highlighting record net revenue, record gross profit, record international cannabis revenue and continued successful execution of its global expansion strategy. 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, “Our third quarter results demonstrated the strength of our global strategy in action, delivering our strongest Q3 net revenue and gross profit to date. Our international cannabis business delivered its best quarterly net revenue in Company history, with over 70% year-over-year growth, which reflects the disciplined execution of our strategy across key global markets. We are seeing that our strategy works, driving growth through scale, product innovation, and strong distribution.”

Mr. Simon, continued, “With the acquisition of BrewDog, the UK’s leading craft beer brand, and our recently announced partnership with Carlsberg beginning in 2027, we are accelerating the buildout of a scaled global beverage platform. These initiatives broaden our infrastructure, strengthen our brand portfolio, and enhance our distribution capabilities, positioning Tilray to capture growth across key markets in the U.S., Europe, the Middle East, Australia, and Asia-Pacific. Supported by our diversified platform across cannabis, beverage, pharmaceutical distribution, and wellness, we are well-equipped to navigate industry headwinds while leveraging emerging opportunities driven by global consumer trends and regulatory changes. We remain focused on building a leading global consumer platform designed to drive sustained growth, expand profitability, and deliver long-term shareholder value.”

_________________________

1 BrewDog acquisition is not reflected in the Company’s third quarter results or balance sheet, as the transaction closed and completed subsequent to quarter end.

2 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.

Financial Highlights

All comparisons made to the prior year period

Net revenue increased 11% to a record $206.7 million in the third quarter compared to $185.8 million.

Gross profit increased 6% to a record $55.0 million in the third quarter compared to $52.0 million.

Gross margin was 27% in the third quarter compared to 28%.

Cannabis net revenue increased 19% to $64.8 million in the third quarter compared to $54.3 million as a result of a 73% increase in international cannabis revenue and an 8% increase in Canadian adult-use and medical cannabis net revenue combined.

Cannabis gross profit increased 18% to $26.0 million in the third quarter compared to $22.0 million.

Cannabis gross margin was 40% in the third quarter compared to 41%.

Beverage net revenue was $42.6 million in the third quarter compared to $55.9 million.

Beverage gross profit was $13.6 million in the third quarter compared to $19.9 million.

Beverage gross margin was 32% in the third quarter compared to 36%.

Wellness net revenue increased 16% to $16.4 million in the third quarter compared to $14.1 million.

Wellness gross profit increased 19% to $5.4 million in the third quarter compared to $4.5 million.

Wellness gross margin increased to 33% in the third quarter compared to 32%.

Distribution net revenue, which includes Tilray Pharma, grew to a third quarter record net revenue of $83.0 million compared to $61.5 million.

Distribution gross profit increased to $10.0 million in the third quarter compared to $5.6 million.

Distribution gross margin increased to 12% in the third quarter compared to 9%.

Net loss improved 97% to $25.2 million in the third quarter compared to a net loss of $793.5 million, and net loss per share improved to $(0.24) in the third quarter from $(8.69).

Adjusted net income (loss)3 and adjusted net income (loss) per share3 improved to $2.4 million and $0.02 in the third quarter compared to adjusted net loss of $2.9 million and $(0.03).

Adjusted cash operating income4 improved to $4.0 million in the third quarter compared to an adjusted cash operating loss of $3.1 million.

Adjusted EBITDA5 increased 19% to $10.7 million in the third quarter compared to $9.0 million.

_________________________

3 Adjusted net income (loss) and adjusted net income (loss) per share are Non-GAAP financial measures. See “Use of Non-GAAP Measures” below for a discussion of these Non-GAAP measures and for a reconciliation of this Non-GAAP Measure to our most comparable GAAP measure.

4 Adjusted cash operating income (loss) is a Non-GAAP financial measure. See “Use of Non-GAAP Measures” below for a discussion of these Non-GAAP measures and for a reconciliation of this Non-GAAP Measure to our most comparable GAAP measure.

5 Adjusted EBITDA is a Non-GAAP financial measure. See “Use of Non-GAAP Measures” below for a discussion of these Non-GAAP measures and for a reconciliation of this Non-GAAP Measure to our most comparable GAAP measure.

Balance Sheet Update: Our balance sheet remains strong, supported by cash, restricted cash, and marketable securities balance of $264.8 million at the end of the third quarter, providing flexibility for strategic opportunities and investment. In the quarter, we also further reduced our total outstanding debt by $4.2 million, highlighting our improved debt position.

Net (Debt) Cash Position: Our net cash position of $3.5 million improved $40.2 million from a net debt position of $36.6 million in the prior year period.

Project 420 Update: In the quarter, we completed the previously-announced Project 420 synergy program, delivering approximately $33 million in annualized cost savings and meaningfully strengthening the cost structure of our Beverage business.

Fiscal Year 2026 Guidance

For its fiscal year ended May 31, 2026, the Company reconfirms its guidance to achieve; adjusted EBITDA of $62 million to $72 million, representing growth of 13% to 31% as compared to fiscal year 2025.

Management’s guidance for adjusted EBITDA 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; restructuring costs, transaction (income) costs and other non-operating income (expenses) and other non-recurring items that may be incurred during the Company's fiscal year 2026, which the Company will continue to identify as it reports its future financial results. Given the escalation of hostilities in the Middle East, including Iran, we are monitoring various factors that may directly and indirectly impact operating expenses and, therefore, our adjusted EBITDA expectations, including energy, fuel, logistics, and supply chain disruption.

The Company cannot reconcile its expected adjusted EBITDA to net income “Fiscal Year 2026 Guidance” without unreasonable effort because of 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.

Live Audio Webcast

Tilray Brands will host a webcast to discuss these results today at 8:30 a.m. Eastern Time. Investors may join the live webcast available on the Events & Presentations section of Tilray’s Investor Relations website. A replay will be available and archived on the Company’s website.

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 2026 financial guidance, including expected Adjusted EBITDA of $62 to $72 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 gross margin (consolidated and for each of our reporting segments), Adjusted gross profit (consolidated and for each of our reporting segments), Adjusted EBITDA, Adjusted cash operating income (loss), Adjusted net income (loss), Adjusted net income (loss) per share, 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 as the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Adjusted EBITDA 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; purchase price accounting step-up; project 420 optimization costs; other than temporary change in fair value of convertible notes receivable; impairments; litigation costs; restructuring costs, and transaction (income) costs, net. A reconciliation of Adjusted EBITDA to net 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; other than temporary change in fair value of convertible notes receivable; impairments; 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; stock-based compensation; change in fair value of contingent consideration; project 420 optimization costs; other than temporary change in fair value of convertible notes receivable; impairments; litigation costs; restructuring costs and transaction (income) 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 is calculated as net loss attributable to stockholders of Tilray Brands, Inc., net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; project 420 optimization costs; other than temporary change in fair value of convertible notes receivable; impairments; litigation costs; restructuring costs and transaction (income) costs, 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.

Adjusted gross profit (consolidated and for each of our reporting segments), is calculated as gross profit adjusted to exclude the impact of purchase price accounting valuation step-up. A reconciliation of Adjusted gross profit, excluding purchase price accounting valuation step-up, to gross profit, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release. Adjusted gross margin (consolidated and for each of our reporting segments), excluding purchase price accounting valuation step-up, is calculated as revenue less cost of sales adjusted to add back amortization of inventory step-up, divided by revenue. A reconciliation of Adjusted gross margin, excluding purchase price accounting valuation step-up, to gross margin, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

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 both 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 combing 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, restricted cash 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

Consolidated Statements of Financial Position

February 28, May 31,

(in thousands of US dollars) 2026 2025

Assets

Current assets

Cash and cash equivalents $ 204,620 $ 221,666

Restricted cash 44,885 —

Marketable securities 15,312 34,697

Accounts receivable, net 118,372 121,489

Inventory 292,303 270,882

Prepaids and other current assets 40,819 34,092

Assets held for sale 2,449 5,800

Total current assets 718,760 688,626

Capital assets 543,008 568,433

Operating lease, right-of-use assets 17,939 22,279

Digital assets 614 —

Intangible assets 23,343 21,423

Goodwill 752,350 752,350

Long-term investments 7,634 10,132

Other assets 11,074 11,084

Total assets $ 2,074,722 $ 2,074,327

Liabilities

Current liabilities

Bank indebtedness $ 8,834 $ 7,181

Accounts payable and accrued liabilities 223,996 235,322

Contingent consideration — 15,000

Warrant liability — 1,092

Current portion of lease liabilities 7,259 6,941

Current portion of long-term debt 17,453 14,767

Total current liabilities 257,542 280,303

Long - term liabilities

Lease liabilities 60,282 64,925

Long-term debt 134,982 148,493

Convertible debentures payable 88,268 86,428

Deferred tax liabilities, net 7,877 3,748

Other liabilities 164 855

Total liabilities 549,115 584,752

Stockholders' equity

Common stock ($0.0001 par value; 1,416,000,000 common shares authorized; 116,546,939 and 106,067,875 common shares issued and outstanding, respectively)1 116 106

Treasury Stock (321,391 and 200,422 treasury shares issued and outstanding, respectively)1 — —

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 6,520,501 6,401,657

Accumulated other comprehensive loss (44,198 ) (43,063 )

Accumulated deficit (4,919,051 ) (4,847,226 )

Total Tilray Brands, Inc. stockholders' equity 1,557,368 1,511,474

Non-controlling interests (31,761 ) (21,899 )

Total stockholders' equity 1,525,607 1,489,575

Total liabilities and stockholders' equity $ 2,074,722 $ 2,074,327

1Current and prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split (as defined below), which became effective on December 2, 2025. See Note 1 (Basis of presentation and summary of significant accounting policies).

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

For the three months ended For the nine months ended

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

February 28, February 28, Change % Change February 28, February 28, Change % Change

2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025

Net revenue $ 206,732 $ 185,780 $ 20,952 11 % $ 633,740 $ 596,774 $ 36,966 6 %

Cost of goods sold 151,778 133,769 18,009 13 % 463,820 423,837 39,983 9 %

Gross profit 54,954 52,011 2,943 6 % 169,920 172,937 (3,017 ) (2 )%

Operating expenses:

General and administrative 50,228 39,246 10,982 28 % 142,456 129,356 13,100 10 %

Selling 10,617 13,905 (3,288 ) (24 )% 35,321 41,757 (6,436 ) (15 )%

Amortization 5,106 23,182 (18,076 ) (78 )% 13,393 67,913 (54,520 ) (80 )%

Marketing and promotion 8,692 6,793 1,899 28 % 28,828 28,079 749 3 %

Research and development 62 85 (23 ) (27 )% 181 250 (69 ) (28 )%

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

Impairment of intangible assets and goodwill — 699,235 (699,235 ) (100 )% — 699,235 (699,235 ) (100 )%

Other than temporary change in fair value of convertible notes receivable — 20,000 (20,000 ) (100 )% — 20,000 (20,000 ) (100 )%

Litigation costs, net of recoveries 621 2,758 (2,137 ) (77 )% 2,497 5,254 (2,757 ) (52 )%

Restructuring costs 4,087 6,133 (2,046 ) (33 )% 5,921 17,249 (11,328 ) (66 )%

Transaction costs (income), net 1,927 605 1,322 219 % 2,896 2,563 333 13 %

Total operating expenses 81,340 811,942 (730,602 ) (90 )% 216,493 1,011,656 (795,163 ) (79 )%

Operating loss (26,386 ) (759,931 ) 733,545 (97 )% (46,573 ) (838,719 ) 792,146 (94 )%

Interest expense, net (4,965 ) (8,378 ) 3,413 (41 )% (17,035 ) (25,986 ) 8,951 (34 )%

Non-operating income (expense), net 8,092 (24,022 ) 32,114 (134 )% (386 ) (44,631 ) 44,245 (99 )%

Loss before income taxes (23,259 ) (792,331 ) 769,072 (97 )% (63,994 ) (909,336 ) 845,342 (93 )%

Income tax expense (recovery), net 1,974 1,203 771 64 % 3,235 4,125 (890 ) (22 )%

Net loss $ (25,233 ) $ (793,534 ) $ 768,301 (97 )% $ (67,229 ) $ (913,461 ) $ 846,232 (93 )%

Total net income (loss) attributable to:

Stockholders of Tilray Brands, Inc. (26,572 ) (789,436 ) 762,864 (97 )% (71,825 ) (913,943 ) 842,118 (92 )%

Non-controlling interests 1,339 (4,098 ) 5,437 (133 )% 4,596 482 4,114 854 %

Other comprehensive gain (loss), net of tax

Foreign currency translation gain (loss) (4,687 ) (5,389 ) 702 (13 )% (411 ) (10,195 ) 9,784 (96 )%

Comprehensive loss $ (29,920 ) $ (798,923 ) $ 769,003 (96 )% $ (67,640 ) $ (923,656 ) $ 856,016 (93 )%

Total comprehensive income (loss) attributable to:

Stockholders of Tilray Brands, Inc. (31,477 ) (794,414 ) 762,937 (96 )% (72,960 ) (923,379 ) 850,419 (92 )%

Non-controlling interests 1,557 (4,509 ) 6,066 (135 )% 5,320 (277 ) 5,597 (2021 )%

Weighted average number of common shares - basic1 112,675,734 90,834,279 21,841,455 24 % 109,657,744 86,079,372 23,578,372 27 %

Weighted average number of common shares - diluted1 112,675,734 90,834,279 21,841,455 24 % 109,657,744 86,079,372 23,578,372 27 %

Net loss per share - basic1 $ (0.24 ) $ (8.69 ) $ 8.46 (97 )% $ (0.65 ) $ (10.62 ) $ 9.96 (94 )%

Net loss per share - diluted1 $ (0.24 ) $ (8.69 ) $ 8.46 (97 )% $ (0.65 ) $ (10.62 ) $ 9.96 (94 )%

Condensed Consolidated Statements of Cash Flows

For the nine months ended

February 28, February 28, Change % Change

(in thousands of US dollars) 2026 2025 2026 vs. 2025

Cash provided by (used in) operating activities:

Net loss $ (67,229 ) $ (913,461 ) $ 846,232 (93 )%

Adjustments for:

Deferred income tax (recovery) expense, net 3,235 2,686 549 20 %

Unrealized foreign exchange (gain) loss (5,886 ) 30,725 (36,611 ) (119 )%

Amortization 48,260 99,410 (51,150 ) (51 )%

Accretion of convertible debt discount 5,977 8,751 (2,774 ) (32 )%

Impairments — 699,235 (699,235 ) (100 )%

Other than temporary change in fair value of convertible notes receivable — 20,000 (20,000 ) (100 )%

Unrealized loss on digital assets 386 — 386 NM

Other non-cash items 2,402 1,503 899 60 %

Stock-based compensation 31,060 18,189 12,871 71 %

Loss on long-term investments 4,449 5,540 (1,091 ) (20 )%

Loss (gain) on derivative instruments 3,495 (2,896 ) 6,391 (221 )%

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

Change in non-cash working capital:

Accounts receivable 3,117 321 2,796 871 %

Prepaids and other current assets (3,717 ) (8,258 ) 4,541 (55 )%

Inventory (21,421 ) (5,577 ) (15,844 ) 284 %

Accounts payable and accrued liabilities (20,948 ) (37,960 ) 17,012 (45 )%

Net cash used in operating activities (31,820 ) (81,792 ) 49,972 (61 )%

Cash provided by (used in) investing activities:

Investment in capital and intangible assets (22,838 ) (26,586 ) 3,748 (14 )%

Proceeds from disposal of capital and intangible assets 1,798 833 965 116 %

Investment in digital assets (1,000 ) — (1,000 ) NM

Sale (purchase) of marketable securities, net 19,385 (16,276 ) 35,661 (219 )%

Investment in long-term investments (3,595 ) — (3,595 ) NM

Proceeds from long-term investments 1,629 — 1,629 NM

Business acquisitions, net of cash acquired — (18,210 ) 18,210 (100 )%

Net cash used in investing activities (4,621 ) (60,239 ) 55,618 (92 )%

Cash provided by (used in) financing activities:

Share capital issued, net of cash issuance costs 73,058 139,738 (66,680 ) (48 )%

Cash paid in lieu fractional shares (159 ) — (159 ) NM

Proceeds from warrants exercised 2,367 — 2,367 NM

Proceeds from long-term debt — 3,450 (3,450 ) (100 )%

Repayment of long-term debt (11,108 ) (16,115 ) 5,007 (31 )%

Repayment of convertible debt — (330 ) 330 (100 )%

Repayment of lease liabilities (2,991 ) (2,586 ) (405 ) 16 %

Net decrease in bank indebtedness 1,653 (7,293 ) 8,946 (123 )%

Net cash provided by financing activities 62,820 116,864 (54,044 ) (46 )%

Effect of foreign exchange on cash and cash equivalents 1,460 (3,217 ) 4,677 (145 )%

Net increase (decrease) in cash and cash equivalents 27,839 (28,384 ) 56,223 (198 )%

Cash and cash equivalents, beginning of period 221,666 228,340 (6,674 ) (3 )%

Cash and cash equivalents and restricted cash, end of period $ 249,505 $ 199,956 $ 49,549 25 %

Within the consolidated statements of cash flows, cash and cash equivalents includes $44,885 of restricted cash as of February 28, 2026, and $nil as of February 28, 2025.

Net Revenue by Operating Segment

For the three

months ended For the three

months ended For the nine

months ended

(In thousands of U.S. dollars) February 28, 2026 % of Total Revenue February 28, 2025 % of Total Revenue February 28, 2026 % of Total Revenue February 28, 2025 % of Total Revenue

Beverage business $ 42,558 21 % $ 55,921 30 % $ 148,380 24 % $ 174,974 29 %

Cannabis business 64,828 31 % 54,274 29 % 196,871 31 % 181,175 31 %

Distribution business 82,963 40 % 61,493 33 % 242,286 38 % 197,175 33 %

Wellness business 16,383 8 % 14,092 8 % 46,203 7 % 43,450 7 %

Total net revenue $ 206,732 100 % $ 185,780 100 % $ 633,740 100 % $ 596,774 100 %

Net Revenue by Operating Segment in Constant Currency

For the three

months ended For the three

months ended For the nine

months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

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

Beverage business $ 42,558 22 % $ 55,921 30 % $ 148,380 24 % $ 174,974 29 %

Cannabis business 60,257 31 % 54,274 29 % 191,792 31 % 181,175 31 %

Distribution business 73,969 39 % 61,493 33 % 223,636 37 % 197,175 33 %

Wellness business 16,051 8 % 14,092 8 % 46,066 8 % 43,450 7 %

Total net revenue $ 192,835 100 % $ 185,780 100 % $ 609,874 100 % $ 596,774 100 %

Net Cannabis Revenue by Market Channel

For the three

months ended For the three

months ended For the nine

months ended

(In thousands of U.S. dollars) February 28, 2026 % of Total Revenue February 28, 2025 % of Total Revenue February 28, 2026 % of Total Revenue February 28, 2025 % of Total Revenue

Revenue from Canadian medical cannabis $ 5,979 9 % $ 5,839 11 % $ 18,359 9 % $ 18,773 10 %

Revenue from Canadian adult-use cannabis 52,570 81 % 49,315 91 % 179,085 91 % 165,627 91 %

Revenue from wholesale cannabis 1,165 2 % 3,893 7 % 6,666 4 % 15,993 9 %

Revenue from international cannabis 24,121 37 % 13,935 26 % 57,668 29 % 40,991 23 %

Less excise taxes (19,007 ) (29 )% (18,708 ) (35 )% (64,907 ) (33 )% (60,209 ) (33 )%

Total $ 64,828 100 % $ 54,274 100 % $ 196,871 100 % $ 181,175 100 %

Net Cannabis Revenue by Market Channel in Constant Currency

For the three

months ended For the three

months ended For the nine

months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Revenue from Canadian medical cannabis $ 5,706 9 % $ 5,839 11 % $ 18,260 10 % $ 18,773 10 %

Revenue from Canadian adult-use cannabis 50,170 83 % 49,315 91 % 178,406 93 % 165,627 91 %

Revenue from wholesale cannabis 1,112 2 % 3,893 7 % 6,658 3 % 15,993 9 %

Revenue from international cannabis 21,410 36 % 13,935 26 % 53,137 28 % 40,991 23 %

Less excise taxes (18,141 ) (30 )% (18,708 ) (35 )% (64,669 ) (34 )% (60,209 ) (33 )%

Total $ 60,257 100 % $ 54,274 100 % $ 191,792 100 % $ 181,175 100 %

Other Financial Information: Key Operating Metrics

For the three months ended For the nine months ended

February 28, February 28, February 28, February 28,

(in thousands of U.S. dollars) 2026 2025 2026 2025

Net beverage revenue $ 42,558 $ 55,921 $ 148,380 $ 174,974

Net cannabis revenue 64,828 54,274 196,871 181,175

Distribution revenue 82,963 61,493 242,286 197,175

Wellness revenue 16,383 14,092 46,203 43,450

Beverage costs 28,977 35,986 97,741 106,961

Cannabis costs 38,858 32,275 121,497 111,804

Distribution costs 72,951 55,936 213,293 175,281

Wellness costs 10,992 9,572 31,289 29,791

Adjusted gross profit (excluding PPA step-up) (1) 54,954 52,070 169,920 174,547

Beverage adjusted gross margin (excluding PPA step-up) (1) 32 % 36 % 34 % 40 %

Cannabis adjusted gross margin (excluding PPA step-up) (1) 40 % 41 % 38 % 38 %

Distribution gross margin 12 % 9 % 12 % 11 %

Wellness gross margin 33 % 32 % 32 % 31 %

Adjusted EBITDA (1) $ 10,715 $ 9,040 $ 29,261 $ 27,391

Cash, restricted cash and marketable securities (1) as at the period ended: 264,817 248,414 264,817 248,414

Working capital as at the period ended: $ 461,218 $ 424,115 $ 461,218 $ 424,115

(1)Adjusted EBITDA, adjusted gross profit (excluding PPA step-up) and adjusted gross margin (excluding PPA step-up) for each of our segments, and cash, restricted cash and marketable securities are non-GAAP financial measures. See “Use of Non-GAAP Measures” above for a discussion of these Non-GAAP measures and “Reconciliation of Non-GAAP Financial Measures to GAAP Measures” below for a reconciliation of these Non-GAAP Measures to our most comparable GAAP measure.

Other Financial Information: Gross Margin and Adjusted Gross Margin

For the three months ended February 28, 2026

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

Net revenue $ 42,558 $ 64,828 $ 82,963 $ 16,383 $ 206,732

Cost of goods sold 28,977 38,858 72,951 10,992 151,778

Gross profit 13,581 25,970 10,012 5,391 54,954

Gross margin 32 % 40 % 12 % 33 % 27 %

For the three months ended February 28, 2025

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

Net revenue $ 55,921 $ 54,274 $ 61,493 $ 14,092 $ 185,780

Cost of goods sold 35,986 32,275 55,936 9,572 133,769

Gross profit 19,935 21,999 5,557 4,520 52,011

Gross margin 36 % 41 % 9 % 32 % 28 %

Adjustments:

Purchase price accounting step-up 59 — — — 59

Adjusted gross profit 19,994 21,999 5,557 4,520 52,070

Adjusted gross margin 36 % 41 % 9 % 32 % 28 %

For the nine months ended February 28, 2026

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

Net revenue $ 148,380 $ 196,871 $ 242,286 $ 46,203 $ 633,740

Cost of goods sold 97,741 121,497 213,293 31,289 463,820

Gross profit 50,639 75,374 28,993 14,914 169,920

Gross margin 34 % 38 % 12 % 32 % 27 %

For the nine months ended February 28, 2025

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

Net revenue $ 174,974 $ 181,175 $ 197,175 $ 43,450 $ 596,774

Cost of goods sold 106,961 111,804 175,281 29,791 423,837

Gross profit 68,013 69,371 21,894 13,659 172,937

Gross margin 39 % 38 % 11 % 31 % 29 %

Adjustments:

Purchase price accounting step-up 1,610 — — — 1,610

Adjusted gross profit 69,623 69,371 21,894 13,659 174,547

Adjusted gross margin 40 % 38 % 11 % 31 % 29 %

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

For the three

months ended For the nine

months ended

February 28, February 28, Change % Change February 28, February 28, Change % Change

(In thousands of U.S. dollars) 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025

Net loss $ (25,233 ) $ (793,534 ) $ 768,301 (97 )% $ (67,229 ) $ (913,461 ) $ 846,232 (93 )%

Income tax expense (recovery), net 1,974 1,203 771 64 % 3,235 4,125 (890 ) (22 )%

Interest expense, net 4,965 8,378 (3,413 ) (41 )% 17,035 25,986 (8,951 ) (34 )%

Non-operating income (expense), net (8,092 ) 24,022 (32,114 ) (134 )% 386 44,631 (44,245 ) (99 )%

Amortization 16,741 33,546 (16,805 ) (50 )% 48,260 99,410 (51,150 ) (51 )%

Stock-based compensation 13,725 4,035 9,690 240 % 31,060 18,189 12,871 71 %

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

Impairment of intangible assets and goodwill — 699,235 (699,235 ) (100 )% — 699,235 (699,235 ) (100 )%

Other than temporary change in fair value of convertible notes receivable — 20,000 (20,000 ) (100 )% — 20,000 (20,000 ) (100 )%

Project 420 business optimization — 2,600 (2,600 ) (100 )% 200 2,600 (2,400 ) (92 )%

Purchase price accounting step-up — 59 (59 ) (100 )% — 1,610 (1,610 ) (100 )%

Litigation costs, net of recoveries 621 2,758 (2,137 ) (77 )% 2,497 5,254 (2,757 ) (52 )%

Restructuring costs 4,087 6,133 (2,046 ) (33 )% 5,921 17,249 (11,328 ) (66 )%

Transaction costs (income), net 1,927 605 1,322 219 % 2,896 2,563 333 13 %

Adjusted EBITDA $ 10,715 $ 9,040 $ 1,675 19 % $ 29,261 $ 27,391 $ 1,870 7 %

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

For the three

months ended For the nine

months ended

February 28, February 28, Change % Change February 28, February 28, Change % Change

2026 2025 Change 2026 2025 2026 vs. 2025

Net loss attributable to stockholders of Tilray Brands, Inc. $ (26,572 ) $ (789,436 ) $ 762,864 (97 )% $ (71,825 ) $ (913,943 ) $ 842,118 (92 )%

Non-operating income (expense), net (8,092 ) 24,022 (32,114 ) (134 )% 386 44,631 (44,245 ) (99 )%

Amortization 16,741 33,546 (16,805 ) (50 )% 48,260 99,410 (51,150 ) (51 )%

Stock-based compensation 13,725 4,035 9,690 240 % 31,060 18,189 12,871 71 %

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

Impairment of intangible assets and goodwill — 699,235 (699,235 ) (100 )% — 699,235 (699,235 ) (100 )%

Other than temporary change in fair value of convertible notes receivable, attributable to stockholders of Tilray Brands, Inc. — 13,600 (13,600 ) (100 )% — 13,600 (13,600 ) (100 )%

Project 420 business optimization — 2,600 (2,600 ) (100 )% 200 2,600 (2,400 ) (92 )%

Litigation costs, net of recoveries 621 2,758 (2,137 ) (77 )% 2,497 5,254 (2,757 ) (52 )%

Restructuring costs 4,087 6,133 (2,046 ) (33 )% 5,921 17,249 (11,328 ) (66 )%

Transaction costs (income) 1,927 605 1,322 219 % 2,896 2,563 333 13 %

Adjusted net income (loss) $ 2,437 $ (2,902 ) $ 5,339 (184 )% $ 4,395 $ (11,212 ) $ 15,607 (139 )%

Adjusted net income (loss) per share - basic and diluted $ 0.02 $ (0.03 ) $ 0.05 (167 )% $ 0.04 $ (0.13 ) $ 0.17 (131 )%

Other Financial Information: Free Cash Flow

For the three

months ended For the nine

months ended

February 28, February 28, Change % Change February 28, February 28, Change % Change

(In thousands of U.S. dollars) 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025

Net cash used in operating activities $ (21,942 ) $ (5,761 ) $ (16,181 ) 281 % $ (31,820 ) $ (81,792 ) $ 49,972 (61 )%

Less: investments in capital and intangible assets, net (2,248 ) (14,212 ) 11,964 (84 )% (21,040 ) (25,753 ) 4,713 (18 )%

Free cash flow $ (24,190 ) $ (19,973 ) $ (4,217 ) 21 % $ (52,860 ) $ (107,545 ) $ 54,685 (51 )%

Add: growth CAPEX 1,782 1,808 (26 ) (1 )% 7,413 6,318 1,095 17 %

Add: cash paid for litigation settlements — — — NM 2,804 — 2,804 NM

Adjusted free cash flow $ (22,408 ) $ (18,165 ) $ (4,243 ) 23 % $ (42,643 ) $ (101,227 ) $ 58,584 (58 )%

Other Financial Information: Adjusted cash operating income (loss)

For the three

months ended For the nine

months ended

February 28, February 28, Change % Change February 28, February 28, Change % Change

2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025

Operating loss $ (26,386 ) $ (759,931 ) $ 733,545 (97 )% $ (46,573 ) $ (838,719 ) $ 792,146 (94 )%

Change in fair value of contingent consideration — — — 0 % (15,000 ) — (15,000 ) 0 %

Impairments — 699,235 (699,235 ) (100 )% — 699,235 (699,235 ) (100 )%

Other than temporary change in fair value of convertible notes receivable, attributable to stockholders of Tilray Brands, Inc. — 20,000 (20,000 ) (100 )% — 20,000 (20,000 ) (100 )%

Amortization 16,741 33,546 (16,805 ) (50 )% 48,260 99,410 (51,150 ) (51 )%

Stock-based compensation 13,725 4,035 9,690 240 % 31,060 18,189 12,871 71 %

Adjusted cash operating income (loss) $ 4,080 $ (3,115 ) $ 7,195 (231 )% $ 17,747 $ (1,885 ) $ 19,632 (1,041 )%

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