TLRY 10-K & 10-Q changes, risk factors and insider trading
Tilray Brands, Inc. · Nasdaq · Medicinal Chemicals & Botanical Products · CIK 1731348 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our ability to complete the BrewDog U.S. acquisition is subject to regulatory approvals, and we may face risks associated with integrating all of the acquired BrewDog businesses.”
New heading “We are self-insured for certain losses, which may expose us to significant unexpected costs and adversely affect our financial condition and results of operations.”
New heading “Geopolitical instability involving the conflict in Iran could increase fuel and energy costs in Europe and adversely affect our operations and results.”
Removed heading “Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.”
Removed heading “There is Uncertainty Regarding the Impact of Tilray Implementing a Reverse Stock Split.”
Removed heading “The terms of our outstanding warrants may limit our ability to raise additional equity capital or pursue acquisitions, which may impact funding of our ongoing operations and cause significant dilution to existing stockholders.”
Removed heading “We may be materially adversely affected by negative impacts on the global economy, capital markets or other geopolitical conditions resulting from the ongoing conflict between Israel and Iran and other terrorist organizations, the invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and other negative impacts on the global economy.”
Largest changes
“We may be materially adversely affected by negative impacts on the global economy, capital markets or other geopolitical conditions resulting from the ongoing conflict between Israel and Iran and other terrorist organizations, the invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and other negative impacts on the global economy.”see in full comparison
“United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the invasion of Ukraine by Russia in 2022, and the 2025 Israeli war with Iran. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, as well as the ongoing conflict between Israel and Iran, have created global security concerns that could have a lasting impact on regional and global economies. …”see in full comparison
“Any of the above mentioned activities, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and the Israeli war with Iran, could adversely affect our business. The extent and duration of these ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. …”see in full comparison
“Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.”see in full comparison
We are also subject to other litigation and demands relating to business decisions, regulatory and industry changes, supply relationships,see in full comparisonanddataour business acquisition mattersprivacy andrelatedcybersecurity incidents, product marketing and labeling practices, intellectual property rights, and acquisition, disposition and integration activities.LitigationInmay include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages.addition, Tilray and itsvarioussubsidiaries arealsoinvolved from time to time inotherformalreviews,andinvestigationsinformal investigations, examinations, audits and proceedings(both formal and informal)conducted bygovernmentalgovernmental, regulatory and self-regulatoryagenciesauthoritiesregardinginourthebusiness.jurisdictionsThesein which we operate. Such matterscouldmay result in adverse judgments, settlements, fines, penalties,injunctionsinjunctions, consent orders, license restrictions, increased compliance obligations, operational limitations or other forms of relief.
The regulation ofsee in full comparisonhemphemp-derivedandcannabinoidCBDproducts in the United Stateshascontinuesbeentoconstantlyevolveevolving, with changes in federalrapidly, andstate laws and regulation occurring on a frequent basis. Violationsviolations of applicableFDAfederal,andstateotheror local laws could result in warning letters,significantproduct seizures, recalls, fines, penalties, injunctions, license restrictions, administrative sanctions,injunctions,civilconvictionslitigation orsettlementscriminalarisingenforcementfrom civil proceedings.actions. Unforeseen regulatoryobstaclesdevelopments, compliance obligations orcompliancemarketcostsrestrictions mayhindermaterially adversely affect ourabilitybusiness,tofinancialsuccessfullycondition,competeresultsinoftheoperationsmarketandfor such products.prospects.
Full comparison: every changed paragraph (54)
We are also required to obtain and maintain certain permits, licenses or other approvals from regulatory agencies in countries and markets outside of Canada in which we operate or to which we export our product, including, in the case of certain countries, the ability to demonstrate compliance with EU-GMP standards. We have received certification of compliance with EU-GMP standards for cultivation and production at Tilray Portugal and Aphria RX in Germany. These GMP certified facilities are subject to extensive ongoing compliance reviews to ensure that we continue to maintain compliance with current GMP standards. There can be no assurance that we will be able to continue to comply with these standards. Additionally, we are in the process of implementing EU-GMP standards at our Quebec cultivation facility and obtaining the related certifications and approvals. There can be no assurance that such certifications, approvals, or licenses will be obtained on a timely basis, or at all. Moreover, future governmental actions in countries where we operate, or import/export products, may limit, delay or altogether restrict the import and/or export of cannabis products.
Further, our facilities in Canada and Europe are subject to ongoing inspections by the governing regulatory authority to monitor our compliance with their licensing requirements. Our existing licenses and any new licenses that we may obtain in the future in Canada or other jurisdictions may be revoked or restricted in the event that we are found not to be in compliance. Should we fail to comply with the applicable regulatory requirements or with conditions set out under our licenses, should our licenses not be renewed when required, be renewed on different terms, or be revoked, we may not be able to continue producing or distributing cannabis in Canada or other jurisdictions or to import or export cannabis products. In addition, we may be subject to enforcement proceedings resulting from a failure to comply with applicable regulatory requirements in Canada or other jurisdictions, which could result in damage awards, the suspension, withdrawal or non-renewal of our existing approvals or denial of future approvals, recall of products, the imposition of future operating restrictions on our business or operations or the imposition of fines or other penalties.
In the United States, despite cannabis having been legalized at the state level for medical use in many states and for adult-use in a number of states, marijuana remains subject to significant federal regulation under the Controlled Substances Act, or the CSA, and the Controlled Substances Import and Export Act, or the CSIEA. Hemp and marijuana both originate from the Cannabis sativa plant and CBD is a constituent of both. In April 2026, the U.S. Department of Justice and the Drug Enforcement Administration, or DEA, issued an order placing certain FDA-approved marijuana products and certain marijuana products regulated pursuant to qualifying state-issued medical marijuana licenses into Schedule III of the CSA. At the same time, the DEA initiated an administrative process to consider whether marijuana more broadly should be transferred from Schedule I to Schedule III. As of the date of this Form 10-K, that broader rescheduling process remains ongoing, and there can be no assurance regarding its timing, outcome, implementation, scope, or ultimate impact on the cannabis industry.
Pursuant to the 2018 Farm Bill, “hemp,” or cannabis and cannabis derivatives containing no more than 0.3% tetrahydrocannabinol, or THC, on a dry-weight basis, is excluded from the statutory definition of “marijuana” and is therefore not a Schedule I controlled substance under the CSA. However, the federal and state regulatory frameworks applicable to hemp and hemp-derived cannabinoids, including CBD, Delta-8 THC, Delta-9 THC, THCA and other cannabinoids, continue to evolve and may be amended, restricted or otherwise modified in ways that could adversely affect our business.
There can be no assurance that the United States will implement broader federal legalization of cannabis or that any future rescheduling of marijuana will occur. Even if marijuana is ultimately transferred to Schedule III under the CSA, marijuana would remain subject to federal regulation and control, and such action may not result in broader commercial legalization, interstate commerce, expanded market access, changes to banking or securities regulations, or modifications to other federal or state laws affecting cannabis businesses. Any delay, modification, reversal or abandonment of rescheduling efforts, or the adoption of new restrictions applicable to hemp-derived cannabinoids, could adversely affect our business, financial condition, results of operations and prospects.
In the United States, despite cannabis having been legalized at the state level for medical use in many states and for adult-use in a number of states, cannabis meeting the statutory definition of “marijuana” continues to be categorized as a Schedule I controlled substance under the federal Controlled Substances Act, or the CSA, and subject to the Controlled Substances Import and Export Act, or the CSIEA. Hemp and marijuana both originate from the Cannabis sativa plant and CBD is a constituent of both. There have been regulatory efforts in the United States to broaden medical access to cannabis and reschedule cannabis from Schedule I to Schedule III under the Controlled Substances Act. “Marihuana” or “marijuana” is defined in the CSA as a Schedule I controlled substance whereas “hemp” is essentially any parts of the Cannabis sativa plant that has not been determined to be marijuana. Pursuant to the 2018 Farm Bill, “hemp,” or cannabis and cannabis derivatives containing no more than 0.3% of tetrahydrocannabinol, or THC, is as of the date of this Form 10-K excluded from the statutory definition of “marijuana” and, as such, is no longer a Schedule I controlled substance under the CSA. As a result, our activity in the United States is limited to (a) certain corporate and administrative services, including accounting, legal and creative services, (b) supply of study drug for clinical trials under DEA and FDA authorization, and (c) participation in the market for hemp and hemp-derived products containing CBD in compliance with the 2018 Farm Bill.
There can be no assurance that the United States will implement federal legalization of cannabis. With respect to CBD and hemp, while the 2018 Farm Bill exempts hemp and hemp derived products from the CSA, the commercialization of hemp products in the United States is subject to various laws, including the 2018 Farm Bill, the FD&C Act, the Dietary Supplement Health and Education Act, or (the “DSHEA”), applicable state and/or local laws, and FDA regulations. See also Risk Factor “United States regulations relating to hemp-derived CBD products are new and rapidly evolving, and changes may not develop in the timeframe or manner most favorable to our business objectives”.
Our cultivation and processing facilities are integral to our business and the licenses issued by applicable regulatory authorities are specific to each of these facilities. Adverse changes or developments affecting these facilities, including, but not limited to, disease or infestation of our crops, a fire, an explosion, a power failure, a natural disaster, extreme weather conditions, water availability, an epidemic, pandemic or other public health crisis, or a material failure of our security infrastructure, could reduce or require us to entirely suspend operations at the affected facilities.
Regulations constrain our ability to market and distribute our products in Canada.Canada and Europe.
In Canada,Canada and Europe, there are significant regulatory restrictions on the marketing, branding, product formats, product composition, packaging, and distribution of adult-use cannabis products. For instance, the CR includes a requirement for health warnings on product packaging, the limited ability to use logos and branding (only one brand name and one brand element per package), restrictions on packaging itself, and restrictions on types and avenues of marketing. Cannabis 2.0 regulations, which govern the production and sale of new classes or forms of cannabis products (including vapes and edibles), impose considerable restrictions on product composition, labeling, and packaging in addition to being subject to similar marketing restrictions as existing form factors.
United States regulations relating to hemp-derived CBDcannabinoid products, including CBD, Delta-9 products,THC, THCA and medicalother cannabis productscannabinoids, are new and rapidly evolving, and changesrecent federal and state legislative developments may notmaterially develop in the timeframerestrict or mannereliminate mostcertain favorableproduct tocategories and adversely affect our business objectives.
Our participation in the market for hemp-derived cannabinoid products, including products containing CBD, Delta-9 THC, THCA and other cannabinoids, and medical cannabis products in the United States and elsewhere may require us to employ novel approaches to existing regulatory pathways. The legal and regulatory framework governing such products continues to evolve at the federal, state and local levels, and regulators may adopt interpretations, requirements or enforcement positions that differ significantly from industry expectations. We cannot predict whether future legislation, regulations, agency guidance or enforcement priorities will support, restrict or prohibit the manufacturing, distribution, marketing or sale of hemp-derived cannabinoid products. The adoption of new regulatory requirements or the expansion of enforcement activities could require significant operational changes, increase compliance costs, limit product offerings, or adversely affect our ability to compete in these markets.
The hemp plant and the cannabis/marijuana plant are both part of the same Cannabis sativa species. Although hemp has historically been defined under federal law based primarily on Delta-9 THC concentration, Congress enacted legislation in 2025 that is scheduled to become effective in November 2026 and that materially revises the federal definition of hemp. Among other things, the legislation replaces the prior Delta-9 THC standard with a broader total-THC standard that includes THCA and certain other cannabinoids, imposes strict limits on THC content in finished consumable products and excludes certain synthetic or converted cannabinoids from the federal hemp framework. As a result, numerous hemp-derived cannabinoid products that are currently manufactured, marketed or sold as federally lawful hemp products, including certain Delta-9 THC, THCA and similar products, may no longer qualify as hemp under federal law after the legislation becomes effective.
There can be no assurance that our existing or future products will continue to qualify for sale under applicable federal, state or local laws, or that we will be able to reformulate products, modify manufacturing processes, adjust marketing practices or otherwise adapt our operations in a commercially reasonable manner. Further, the implementation, interpretation and enforcement of the new federal requirements remain uncertain and may be subject to agency rulemaking, administrative action, litigation, judicial review or additional legislative changes. These developments could create operational uncertainty, increase compliance costs, limit market access and adversely affect consumer demand.
In addition, hemp-derived cannabinoid products remain subject to regulation by the FDA as well as state and local authorities. The FDA has previously taken the position that certain products containing CBD or THC may not be marketed as conventional foods, beverages or dietary supplements under certain circumstances and may expand or modify its enforcement activities in the future. State and local governments have adopted, and continue to adopt, widely varying requirements governing the cultivation, manufacture, distribution, sale, labeling, marketing and possession of hemp-derived cannabinoid products. Such requirements may include product registration obligations, potency limitations, age restrictions, testing requirements, licensing requirements, channel-of-trade restrictions or outright prohibitions on certain products or cannabinoids. Compliance with these evolving requirements may be costly and burdensome and may require us to discontinue, reformulate or restrict the distribution of certain products.
Our participation in the market for hemp-derived CBD products, Delta-9 products, and medical cannabis products in the United States and elsewhere may require us to employ novel approaches to existing regulatory pathways. Although the passage of the 2018 Farm Bill legalized the cultivation of hemp in the United States to produce products containing CBD and other non-THC cannabinoids, it remains unclear whether and when the FDA will propose or implement new or additional regulations. While, to date, there are no laws or regulations enforced by the FDA which specifically address the manufacturing, packaging, labeling, distribution, or sale of hemp or hemp-derived CBD products and Delta-9 products. The FDA has issued no formal regulations addressing such matters, the FDA has issued various guidance documents and other statements reflecting its non-binding opinion on the regulation of such products.
The hemp plant and the cannabis/marijuana plant are both part of the same cannabis sativa genus/species of plant, except that hemp, by definition, has less than 0.3% THC content, but the same plant with a higher THC content is cannabis/marijuana, which is legal under certain state laws, but which is not legal under United States federal law. The similarities between these two can cause confusion, and our activities with legal hemp in the United States may be incorrectly perceived as us being involved in federally illegal cannabis. The FDA has stated in guidance and other public statements that it is prohibited to sell a food, beverage or dietary supplement to which THC or CBD has been added. While the FDA does not have a formal policy of enforcement discretion with respect to any products with added CBD, the agency has stated that its primary focus for enforcement centers on products that put the health and safety of consumers at risk, such as those claiming to prevent, diagnose, mitigate, treat, or cure diseases in the absence of requisite approvals. While the agency’s enforcement to date has therefore focused on products containing CBD and that make drug-like claims, there is the risk that the FDA could expand its enforcement activities and require us to alter our marketing for our hemp-derived CBD products and Delta-9 products or cease distributing them altogether. The FDA could also issue new regulations that prohibit or limit the sale of hemp-derived CBD products and Delta-9 products. Such regulatory actions and associated compliance costs may hinder our ability to successfully compete in the market for such products.
In addition, such products may be subject to regulation at the state or local levels. State and local authorities have issued their own restrictions on the cultivation or sale of hemp or hemp-derived CBD and Delta-9 products. This includes laws that ban the cultivation or possession of hemp or any other plant of the cannabis genus and derivatives thereof, such as CBD. State regulators may take enforcement action against food and dietary supplement products that contain CBD, or enact new laws or regulations that prohibit or limit the sale of such products.
The regulation of hemphemp-derived andcannabinoid CBDproducts in the United States hascontinues beento constantlyevolve evolving, with changes in federalrapidly, and state laws and regulation occurring on a frequent basis. Violationsviolations of applicable FDAfederal, andstate otheror local laws could result in warning letters, significantproduct seizures, recalls, fines, penalties, injunctions, license restrictions, administrative sanctions, injunctions,civil convictionslitigation or settlementscriminal arisingenforcement from civil proceedings.actions. Unforeseen regulatory obstaclesdevelopments, compliance obligations or compliancemarket costsrestrictions may hindermaterially adversely affect our abilitybusiness, tofinancial successfullycondition, competeresults inof theoperations marketand for such products.prospects.
Our ability to complete the BrewDog U.S. acquisition is subject to regulatory approvals, and we may face risks associated with integrating all of the acquired BrewDog businesses.
The completion of our proposed acquisition of BrewDog’s U.S. assets is dependent on receipt of certain regulatory approvals. There can be no assurance that such approvals will be obtained on a timely basis or at all, or that they will not include conditions that could delay or otherwise adversely affect the anticipated benefits of the transaction. In addition, we will be subject to risks commonly associated with integrating acquired businesses, including difficulties integrating operations, systems and controls; challenges in retaining customers; and potential disruptions to ongoing business activities. The integration process of BrewDog’s operations may require significant management attention and financial resources and may not achieve the anticipated synergies or strategic benefits within the expected timeframes. Any of these factors could adversely affect our business, financial condition, and results of operations.
Sweetwater, Breckenridge, MontaukMontauk, BrewDog and our other recently-acquired craft beverage brands portfolio each face substantial competition in the beer industry and the broader market for alcoholic beverage products, which could impact our business and financial results.
Sweetwater, Breckenridge, MontaukMontauk, BrewDog and our other recently-acquired craft beverage brands portfolio are each dependent on distributors to deliver sustained growth and distribute products.
In the United States, each of SweetWater, Breckenridge, MontaukMontauk, BrewDog and our other craft brands sells its beverages to independent distributors for distribution to retailers and, ultimately, to consumers. No assurance can be given that SweetWater, Breckenridge, Montauk and our other craft brands will be able to maintain their current distribution networks or secure additional distributors on favorable terms. If existing distribution agreements are terminated, it may not be possible to enter into new distribution agreements on substantially similar terms or to timely put in place replacement distribution agreements, which may result in an impairment to distribution and an increase in the costs of distribution.
Tilray has previously been named as a defendant in multiple class-action cases, including securities litigation claims against its predecessor (Aphria) in the U.S. that remain ongoing. In addition, legal proceedings covering a wide range of matters are pending or threatened in various U.S. and foreign jurisdictions against the Company. The types of claims that may be raised in these proceedings include derivative litigation, securities class actions, contractual disputes, product liability, unfair trade practices, antitrust, tax, contraband shipments, patent infringement, employment matters, claims for contribution and claims of competitors, shareholders or distributors. Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending or future cases.
We are also subject to other litigation and demands relating to business decisions, regulatory and industry changes, supply relationships, anddata our business acquisition mattersprivacy and relatedcybersecurity incidents, product marketing and labeling practices, intellectual property rights, and acquisition, disposition and integration activities. LitigationIn may include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages.addition, Tilray and its various subsidiaries are also involved from time to time in otherformal reviews,and investigationsinformal investigations, examinations, audits and proceedings (both formal and informal)conducted by governmentalgovernmental, regulatory and self-regulatory agenciesauthorities regardingin ourthe business.jurisdictions Thesein which we operate. Such matters couldmay result in adverse judgments, settlements, fines, penalties, injunctionsinjunctions, consent orders, license restrictions, increased compliance obligations, operational limitations or other forms of relief.
Litigation, investigations and regulatory proceedings are costly, time-consuming and may divert the attention of management and other personnel from the operation of our business. The outcome of legal and regulatory matters is inherently difficult to predict, and our accruals and insurance coverage may prove inadequate to cover actual liabilities. Even where we believe claims lack merit, we may nevertheless incur substantial legal fees, expert costs, settlement expenses and other expenditures. Any adverse determination, settlement or regulatory action could materially adversely affect our business, financial condition, results of operations, cash flows and reputation.
We have incurredincurred, and mayexpect to continue to incurincur, substantialsignificant legal, professional and compliance costs associated with the defense, investigation and expensesresolution relating directly toof these actions,matters. andAny substantialadverse lossesjudgment, ifsettlement theseor actionsenforcement areaction, ultimatelyor litigated.the Respondingcosts toof defending such actionsmatters, could diverthave management’sa attentionmaterial awayadverse fromeffect on our businessbusiness, financial condition, results of operations and resultcash in substantial costs and potential losses.flows. For more information on our pending legal proceedings, see “Part I, Item 3. Legal Proceedings”.
Goodwill, intangible and other long-lived assets comprise a significant portion of our total assets. As of May 31, 20252026 our goodwill and intangible assets totaled $752.4 million and $21.4$42.8 million, respectively. We test goodwill and indefinite lived intangible assets for impairment annually, while our other long-lived assets, including our finite-lived intangible assets, are tested for impairment when circumstances indicate that the carrying amount may not be recoverable, in accordance with Generally Accepted Accounting Principles in the U.S. (“GAAP”). A further decrease in our market capitalization or profitability, or unfavorable changes in market, economic or industry conditions could increase the risk of additional impairment. Any resulting additional impairments could have a negative impact on our stock price.
Significant interruptions in our access to certain supply chains for key inputs such as raw materials, aluminum, supplies, electricity, water and other utilities may impair our operations.
Our business is dependent on a number of key inputs and their related costs (certain of which are sourced in other countries and on different continents), including raw materials, aluminum, supplies and equipment related to our operations, as well as electricity, water and other utilities. We operate global manufacturing facilities, and have dispersed suppliers and customers. Governments may regulate or restrict the flow of labor or products, and the Company's operations, suppliers, customers and distribution channels could be severely impacted. While we have not experienced any material supply chain disruptions, any significant future governmental-mandated or market-related interruption, price increase or negative change in the availability or economics of the supply chain for key inputs and, in particular, rising or volatile energy costs could curtail or preclude our ability to continue production. In addition, our operations would be significantly affected by a prolonged power outage.
Our ability to compete is dependent on us having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances can be given that we will be successful in maintaining our required supply of labor, equipment, parts and components. In addition, the invasion of Ukraine by RussiaRussia, the hostilities in Iran, and the resulting measures that have been taken, and could be taken in the future, have and may continue to have a negative impact on our costs, including for input materials, energy and transportation.
We depend on fast, cost-effective, and efficient courier services to distribute our products to both wholesale and retail customers. Any prolonged disruption of third-party transportation services could have a material adverse effect on our sales volumes or satisfaction with our services. Rising costs associated with third-party transportation services used by us to ship our products may also adversely impact our profitability, and more generally our business, financial condition and results of operations. Further, geopolitical events and regional instability, including in the Middle East, may result in increased freight costs, shipping delays, and supply chain disruptions.
We are self-insured for certain losses, which may expose us to significant unexpected costs and adversely affect our financial condition and results of operations.
We self-insure for certain losses, including, but not limited to, employee health, workers’ compensation, property in Canada and other claims. As a result, we may be subject to exposure for claims that are not covered by insurance, and our reserves may not be adequate to cover future losses. If the number or severity of claims increases, we may be required to record additional expenses, which could have a material adverse effect on our financial condition and results of operations.
Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.
On March 25, 2025, the Company received written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Select Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice does not impact the listing of the Company’s common stock on The Nasdaq Global Select Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days before September 21, 2025. In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to transfer from the Nasdaq Global Select Market to the Nasdaq Capital Market and seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its common stock will be subject to delisting. The Company is actively monitoring the closing bid price of its common stock and evaluating available options to regain compliance with the minimum bid price requirement. There can be no assurance that the Company will regain compliance with Nasdaq’s minimum bid price requirements.
There is Uncertainty Regarding the Impact of Tilray Implementing a Reverse Stock Split.
Tilray’s board of directors and stockholders have both approved a reverse stock split intended to comply with Nasdaq Listing Rule 5450(a)(1) and sustain our listing on The Nasdaq Global Select Market. However, the board of directors is continuing to consider whether and when to effect a reverse stock split. This uncertainty, combined with the unpredictable stock market behavior inherent in implementing a reverse split, could result in execution challenges and heightened market volatility, potentially undermining investor confidence or affecting our share price.
The proposed reverse split may be perceived by the market as an indicator of underlying financial or strategic challenges, which could adversely affect trading liquidity and shareholder sentiment. A reduction in the number of outstanding shares, while designed to boost our per‑share market price, carries the risk of dampening the overall attractiveness of our securities. Additionally, the reverse split process demands significant management focus and resource allocation, posing the risk of diverting attention from our core strategic initiatives. Strict regulatory compliance is crucial, and any difficulties in meeting these requirements or managing unforeseen adverse market conditions following the split could have a lasting impact on our stock’s trading dynamics.
The market price for our common stock, and the market price of stock of other companies operating in the cannabis industry, has been extremely volatile. For example, during the 20252026 fiscal year, the trading price of our common stock ranged between a low sales price of $0.42$3.60 and a high sales price of $2.03.$21.00, which reflects the Reverse Stock Split, which became effective on December 2, 2025. The market price of our common stock may continue to be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following: (i) actual or anticipated fluctuations in our quarterly results of operations; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of other issuers that investors deem comparable to us; (iv) the addition or departure of our executive officers or other key personnel; (v) the release or expiration of lock-up or other transfer restrictions on our common stock; (vi) sales or perceived sales, or the expectation of future sales, of our common stock; (vii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; (viii) news reports or social media relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the cannabis industry or our target markets; and (ix) the increase in the number of retail investors and their participation in social media platforms targeted at speculative investing.
The terms of our outstanding warrants may limit our ability to raise additional equity capital or pursue acquisitions, which may impact funding of our ongoing operations and cause significant dilution to existing stockholders.
On March 13, 2020, we entered into an underwriting agreement with Canaccord Genuity LLC relating to the issuance and sale of shares of our common stock at a price to the public of $4.76 per share and included warrants to purchase additional common stock at a price of $5.95 per warrant. As of May 31, 2025, 6,209,000 warrants remain outstanding and do not expire until September 17, 2025. The warrants contain a price protection, or anti-dilution feature, pursuant to which, the exercise price of such warrants will be reduced to the consideration paid for, or the exercise price or conversion price of, as the case may be, any newly issued securities issued at a discount to the original warrant exercise price of $5.95 per share. Therefore, the exercise price of the warrants may end up being lower than $5.95 per share, which could result in incremental dilution to existing stockholders.
Additionally, so long as the warrants remain outstanding, we may only issue up to $20 million in aggregate gross proceeds under our at-the-market offering program at prices less than the exercise price of the warrants, and in no event more than $6 million per quarter at prices below the exercise price of the warrants, without triggering the warrant’s anti-dilution feature described in the paragraph immediately above. During the fiscal period, our stock price traded below the warrant exercise price of $5.95 per share for an extended time. As a result, the warrant exercise price was contractually lowered. As of May 31, 2025, the warrant exercise price was $0.42. Refer to Part II, Item 8, Note 18, Warrants, of this Form 10-K for additional information.
Risks Related to our Planned Cryptocurrency Strategy.
Our decision to invest in and hold digital assets – including Bitcoin and other cryptocurrencies—as a recentan addition to our treasury management strategy poses considerable risks that could materially harm our operating results and financial condition. The inherent volatility in cryptocurrency markets can lead to rapid and substantial fluctuations in the value of our digital asset holdings; such volatility may force us to liquidate positions at unfavorable prices, thereby significantly impairing our liquidity and overall financial stability.
Moreover, our cryptocurrency strategy is developingbeing implemented amid a continuously changing and uncertain regulatory environment. Evolving cryptocurrency regulations and varying interpretations and enforcement policies of existing laws in the United States and internationally may impose new compliance burdens, disrupt our planned operations, or necessitate significant modifications to our existing business practices. Any adverse regulatory action or delay in clarity could escalate our operational costs, materially harm the value of our digital asset holdings, restrict our flexibility in managing these assets, and damage our reputation with investors and counterparties.
The financial reporting obligations of being a public company and maintaining a dual listing on the TSXNASDAQ and on NASDAQthe TSX requires significant company resources and management attention.
Geopolitical instability involving the conflict in Iran could increase fuel and energy costs in Europe and adversely affect our operations and results.
Ongoing geopolitical instability in the Middle East, including the conflict involving Iran, has contributed to volatility in global oil and natural gas markets. Disruptions or perceived risks to energy supply routes, including shipping through key transit points, have resulted in increased fuel and energy prices in Europe and could continue to do so for an extended period. Europe remains exposed to global energy price fluctuations, and increases in fuel, transportation, and utility costs could adversely affect our operating expenses, supply chain costs, margins, and the cost of energy‑intensive activities, including our brewing and cannabis cultivation operations, particularly within our European businesses. The duration and severity of the conflict remain uncertain, and any escalation or prolongation could exacerbate these risks.
We may be materially adversely affected by negative impacts on the global economy, capital markets or other geopolitical conditions resulting from the ongoing conflict between Israel and Iran and other terrorist organizations, the invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and other negative impacts on the global economy.
United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the invasion of Ukraine by Russia in 2022, and the 2025 Israeli war with Iran. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, as well as the ongoing conflict between Israel and Iran, have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of these ongoing military conflicts is highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, any escalation of military actions and sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above mentioned activities, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and the Israeli war with Iran, could adversely affect our business. The extent and duration of these ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities, cross-border transactions or our ability to raise equity or debt financing. If these disputes or other matters of global concern continue for an extensive period of time, our operations may be adversely affected.
In addition, the invasion of Ukraine by Russia, and the impact of sanctions against Russia, and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies.
Management's Discussion & Analysis (MD&A)
New heading “U.K. Beverage market trends:”
New heading “U.S. cannabis market trends.”
Largest changes
Operating expenses are comprised of general and administrative; selling; amortization; marketing and promotion; research and development; change in fair value of contingent consideration;see in full comparisonimpairmentsimpairment of intangible assets and goodwill; other than temporary change in fair value of convertible notes receivable; litigationcosts;costs, net of recoveries; restructuring costs; and transaction costs (income), net. These costsincreaseddecreased by$2,125.2$2,199.8 million to $323.5 million for the fiscal year ended May 31, 2026, compared to $2,523.3 million for the fiscal year ended May 31,2025,2025.comparedThese decreases were primarily attributable to$398.1$2,096.1 millionforof non‑cash impairments of goodwill and intangible assets and a $21.7 million other‑than‑temporary decrease in the fair value of the MedMen convertible note recorded in the prior year, which did not repeat in the current period. In addition, the fiscal year ended May 31,2024.2026Thishadincreaselowerwasamortizationprimarilyexpense following the intangible asset impairment recorded during the fiscal year ended May 31, 2025, aresult$15.0 million gain related to the change in fair value of thenon-cashMontaukimpairmentscontingentrecordedconsideration, and lower selling and non‑recurring litigation, and restructuring costs. These decreases were partially offset by higher general and administrative, marketing and promotion, and transaction costs (income), net. Additionally results for the current fiscal year include incremental operating expenses of $28.7 million associated with the BrewDog Acquisition and Lyphe acquisition completed during the fourth fiscal quarter, which is discussed inthe period as described infurther detailbelow. Additionally, $20.1 million of the increase year over year was attributed to the inclusion of expenses from our recent Craft Acquisition II, effective September 1, 2024, and that the prior year period did not reflect a full period of results from the Craft Acquisition I, which was completed on September 29, 2023. These changes, period over period, are described below.below:
see in full comparisonThe Company then performedIn theannualfiscalimpairment test during the fourth quarteryear ended May 31, 2025,andthedeterminedCompanythatidentifiedthroughindicators of impairment based on a combination offactorsfactors, including afurthersustained decline inthe Company'smarket capitalization,andrivenincreasein part by uncertainty related to changes in U.S. and global economic conditions, including slower-than-anticipated progress in global cannabis legalization and continued declines in the craft beer industry. In addition, changes in non-discretionary market inputs, including increases in the Company’s discount rate,andnegativelychanges to the aforementioned probabilities resulting from continued delays in legalization of cannabis within the United States and internationally, culminating in an unfavorable impact onimpacted the estimated future cashflows,flowsandofultimatelyits reporting units. As a result, the Company concludedthatitiswas more likely thannot,not that the fair value ofourcertain reporting unitswerewas less than their carrying amounts as of May 31, 2025. Accordingly, the Company utilized the income approach, which uses future discounted cash flows, to determine the fair value of each reporting unit. As a result, the Company recordedadditionalnon-cash impairment charges of$500.0$1,070.0 million of cannabis goodwill,$20.8$120.8 million of beveragegoodwillgoodwill,and $28.2$53.2 million of wellness goodwillduringand $4.2 million of distribution goodwill. The non-cash charge had no impact on thequarterCompany’sendedcompliance with debt covenants at May 31,2025.2025, its cash flows or available liquidity.
Our results of operations may continue to be affected by economic, political, legislative, regulatory, legal actions, global volatility and general market disruption resulting from geopolitical tensions, such assee in full comparisonRussia'sRussia’s continued incursion into Ukraine, the ongoing events in the MiddleEastEast, including the conflict involving Iran, and political uncertainty in certain countries in Europe. Escalation of hostilities in the Middle East, including Iran, could further disrupt global energy markets, fuel prices, transportation networks, and supply chains, particularly in Europe, which may indirectly impact operating costs and consumer demand. Economic conditions, such as recessionary trends, inflation, supply chain disruptions, interest and monetary exchange rates, government fiscal policies, and the recent economic uncertainties resulting from certain changes in U.S. global economic policy, including changes on global trade policies can have a significant effect on operations. More specifically, there arenolimited expected impacts on revenue from the recently enacted U.S. tariffs and foreign enacted retaliatory tariffs(“Tariffs”).in most reporting segments. However, on July 20, 2026, the U.S. government announced additional 50% tariffs on certain Canadian imports. To the extent these tariffs become effective, they predominantly would apply to products sold by the Company’s Wellness reporting segment, and could increase costs, disrupt supply chains and distribution channels, and may adversely impact Wellness operating results. The Company is actively monitoring developments related to these tariffs, evaluating potential impacts on its business, and adapting its operations and mitigation strategies as appropriate. From a cost perspective, we believe the recently enacted tariffscouldhave and may continue to impact input materials such as aluminum, hops, barley, malt and vapecomponentrycomponentry, which are partiallyimportedimported.but weWe intend to mitigate these impacts to the extent possible.
“During the preceding quarter ended February 28, 2025, based upon a combination of factors including a sustained decline in the Company’s market capitalization stemming from the uncertainty resulting from certain changes in U.S. global economic policy, including slower than anticipated progress in global cannabis legalization and overall declines in the craft beer industry sector, the Company concluded that it is more likely than not, that the fair value of our reporting units were less than their carrying amounts as of February 28, 2025. …”see in full comparison
“Luxembourg. Luxembourg established its medical cannabis framework in 2018, with the national program operational since February 2019. Medical cannabis is tightly regulated, accessible only through trained physicians and dispensed exclusively via hospital pharmacies. Prescriptions are limited to patients with defined, severe medical conditions, and all treatments are covered by public health insurance. In January 2025, Luxembourg updated its regulations to phase-out high-THC flower products, now permitting only balanced or high-CBD flower and oil-based extracts. …”see in full comparison
“In the Company’s distribution goodwill assessment, the Company recorded $4.2 million of impairments which brought the remaining distribution goodwill balance to $nil.”see in full comparison
Full comparison: every changed paragraph (125)
Tilray Brands, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company”, “Tilray”, “we”, “us” and “our”) is a leading global lifestyle consumer products company, which was incorporated on January 24, 2018 and is headquartered in Leamington and New York, 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, wellnessjoy and createwellness, while creating memorable experiences.experiences that bring people together.
Our overall strategy is to leverage our brands, infrastructure, expertise and capabilities to drive revenue growth in the industries and channels in which we compete, achieve industry-leading profitability and build sustainable, long-term shareholder value. In order to ensure the long-term sustainable growth of our Company, we continue to focus on developing strong capabilities in data analytics and consumer insights, drive category management leadership and assess opportunities for the introduction of new categories,categories and products and entries into new geographies. In addition, we are relentlessly focused on managing our cost structure and expenses in order to expand margins and maintain our strong financial position. Finally, our experienced leadership team provides a strong foundation to accelerate our growth. Our management team is complemented by experienced operators, cannabis industry experts, veteran beer and beverage industry leaders and leaders that are well-established in wellness foods, all of whom apply an innovative and consumer-centric approach to our businesses.
U.S. Beverage market trends:
In the spirits category, Breckenridge Distillery combines premium craftsmanship, award-winning quality, and experiential tourism appeal, reinforcing its positioning as a lifestyle-driven spirits brand. Recently included in Newsweek's “Best Bourbon 2026” list, the distillery has earned multiple prestigious accolades across Whiskey, Gin, and Vodka, including three Icons of Whisky awards, ten Best American Blended Whiskey honors at the World Whiskies Awards, and recognition as Colorado Distillery of the Year. Breckenridge Distillery products are available in all 50 states, with continued planned expansion into other product categories and product innovations. Recent launches include Mock One, a non-alcoholic spirits line, Mountain Shot, flavored whiskey in convenient pouches, and Casa Breck Tequila, all underscoring our commitment to innovation and evolving consumer preferences. Despite prevailing challenges within the overall spirits market, we believe that our award-winning portfolio and innovative product introductions positions Breckenridge Distillery for sustained growth and enhanced market presence.
U.K. Beverage market trends:
In the U.K., the beverage alcohol market remains highly competitive and continues to be impacted by evolving consumer preferences, cost pressures, and moderation trends. Consumers are increasingly seeking premium products, no and low-alcohol alternatives, and differentiated brand experiences across both retail and hospitality channels. Through BrewDog’s established brand portfolio, retail and e-commerce presence, and company-operated bar network, we believe we are positioned to compete in the U.K. market while focusing on core brand performance, operational efficiency, and selective innovation.
In the spirits category, Breckenridge Distillery stands out as a beacon within the bourbon industry, making notable strides in vodka and gin markets while offering a comprehensive hospitality experience through its world-class restaurant and retail location. Our primary growth objective centers on expanding market share across the United States. To fuel future expansion, we prioritize showcasing our exceptional product quality and introducing innovative new product offerings. Recent accolades, including Double Gold awards at prestigious competitions such as Breckenridge Reserve Port Cask Finish being named the World’s best finished Bourbon at the 2024 World Whiskies Awards, we believe underscore our brand's growing recognition and appeal.
We are a global leader in the development, production, distribution, marketing and sale of pharmaceutical-grade medical cannabis products. The cannabis industry in Europe is still in its early stages of development and countries within Europe are at different stages of medical and adult-use cannabis legalization. The most meaningfulMeaningful progress to date has beenin the legalization and regulation of cannabis for medical purposes, which has now taken place in more than 1521 countries representing a population of more than 350526 million people (Germany, UK, Italy, Poland, Netherlands, Czech Republic, Greece, Portugal, Austria, Switzerland, Denmark, Croatia, Malta, Luxembourg, Ukraine, Sweden, Norway, Türkiye, Ireland and IrelandSpain). Beyond this, some countries have expressed a clear political ambition to legalize adult-use cannabis (Germany, Portugal, LuxembourgPortugal and Czech RepublicLuxembourg), some are engaging in experimentsprograms for adult-use legalization (Germany, Netherlands and Switzerland) and some are debating regulations for cannabinoid-based medicine (France and Spain). In Europe, we believe that, despite continuing recessionary economic conditions, political uncertainty in various countries and the continuing Russian conflict with Ukraine, cannabis legalization (both medicinal and adult-use) will continue to gain traction albeit more slowly than originally expected. This is evidenced by the cannabis regulations in Malta in 2021, in Czech Republic in 2026 and more concretely in Germany adopted on April 1,in 2024, which we believe will serve as a catalyst for continued changes in drug policy throughout Europe. Outside of Europe and North America, the cannabis industry is also incontinuing itsto early stages of developmentdevelop with Australia and Israel representing onesome of the larger markets.markets and with some Latin American countries also growing their respective medical cannabis markets, such as Argentina, Panama, Colombia and Brazil.
We continue to believe that Tilray remains uniquely positionedwell-positioned to maintain and gain significant market share in the markets in which we participate. We benefit from our end-to-end vertically-integrated infrastructure in major markets and well-placed investments, which are comprised of two EU-GMP cultivation facilities located in Portugal and Germany; our fully owned route-to-market encompassing sales, marketing and distribution infrastructure in GermanyGermany, Australia and Italy; a network of leading distributors who we work with in the various other countries in which we operateparticipate; and, our extensive genetics portfolio and demonstrated commitment and expertise related to the cultivation and production of high-quality, safe cannabis products. Tilray’s International business also benefits from the depth and breadth of knowledge, experience, relationships and infrastructure we have transferredgleaned from our leading participation and investment ininto the Canadian medical and adult-use markets. Tilray is proudly pioneering the effort to further understand the therapeutic value of cannabis through strategic partnerships with leading research institutions globally where Tilray is currently supporting clinical trials around the world studying the efficacy of cannabis in treading various indications. We believe that these assets and attributes, combined with our ability to navigate complex regulatory environments, will continue to drive our leadership in international medical markets and allow us to successfully enter new markets as they adopt medical cannabis and potentially adult-use regulations and may also serve to support a potential U.S. participation in the event of federal legalization.participation.
On April 1, 2024, the Cannabis Act, consisting of two parts, the CanG and MedCanG, was signed into law by the Office of the Federal President and decriminalization and MedCanG portions of the Cannabis Act became effective. The MedCanG provides for several important medical cannabis reforms including the reclassification of medical cannabis from a narcotic to non-narcotic and the abolishment of the tender for domestic production, which has been replaced with a regular licensing scheme under the authority of the Federal Institute for Drugs and Medical Devices (the “BfArM”). Three licenses for domestic cultivation have been issued, with Tilray receiving the first one. The foreseen enhanced accessibility to medical cannabis due to non-narcotic prescriptions has had the desired effect. The prescription numbers have risen since April 1, 2024 and, accordingly, we have seen a significant increase in our business in Germany where we supply the market with a wide range of medical cannabis extracts and whole flower. In addition, the Federal Joint Committee (the “G-BA”) which issues directives for the German health insurance funds, enacted a resolution in July 2024 allowing for a significant reduction of reservation of approval. This is expected to have a positive market effect, allowing more doctors and specialists to be able to prescribe medical cannabis without receiving prior approval from statutory insurers. Tilray is well positioned to benefit from this change given our leading market share within the medical cannabis extracts segment that tends to have high levels of insurance coverage.
We continue to believe that Tilray is well-positioned in Germany, especially sinceconsidering the enactment of MedCanG benefits our medical leadership in the German market and given that we are one of only three cultivatorsmanufacturers of medical cannabis in Germany assince our wholly owned subsidiary, Aphria RX, was awarded the first license for the cultivation of medical cannabis in Germany by the BfArM under the liberalized regime. We believe that thisThis license will improveimproves our ability to meet the needs of patients and provideprovides cannabis of the utmost quality and enhanced availability to a broader market.
WeAs continuethe market continues to seemature, we have seen increased differentiation between the physician-leddemands and thedifferentiation patient-ledspecifically channels.with medical cannabis flowers. In response, we have launched the Tilray Craft, Broken Coast, RedecanARX and Good Supply brands and related medical cannabis products, which provides the patient with a segmented portfolio of products while we continue to deliver on the trust, safety and consistency that has become expected from our Tilray Medical brand.
Poland. In Poland, cannabis was legalized for medical use in 2018 and is prescribed to patients by a physician and dispensed by pharmacies. Today, all doctors in Poland are allowed to prescribe medical cannabis and it is a self-pay market as medical cannabis is not reimbursedrefundable by the Polish health service. In November 2024, Poland implemented strict restrictions on telemedicine, which have significantly impacted the growth of the market with prescription numbers decreasing from 68,000 in October 2024 to 28,000 in December 2024. Tilray is a leading supplier of medical cannabis in Poland through our network of distributor partnerships. We predominantly supply the market with whole flower medical cannabis products.
United Kingdom. Since November 2018, doctors in the UKU.K. have been able to prescribe medical cannabis for medicinal use for patients with medical conditions that had failed to respond to first-line medications. The market today is predominantly all self-pay and prescriptions are facilitated by private clinics. Today, we supply the UKU.K. market with mainly whole flower products from brands such as Good Supply through our distributor partners.partners with sights on growing our portfolio to extracts and other formats. The Lyphe Acquisition brings deep clinical expertise and a strong patient-first approach that immediately strengthens our capabilities in the U.K.
Ireland. In June 2019, the Minister for Health signed legislation allowing for the operation of the Medical Cannabis Access Programme (“MCAP”) on a pilot basis for five years. The MCAP allows a medical consultant to prescribe a cannabis-based treatment for a narrow set of specified medical conditions, where the patient has failed to respond to standard treatment. Reimbursement is available for products which have received the appropriate approval.approvals. Tilray was one of the first players to enter the Irish market and is one of a few suppliers which has received approval for its products to be prescribed and to have been granted reimbursement status. Today, we supply our approved extract product to Ireland through our distribution partner.
Italy. In May 2023, FLTilray Group, a wholly-owned subsidiary of TilrayMedical received authorization from Italy’s Ministry of Health to distribute three new medical cannabis compounds. These medical cannabis compounds are distributed by Tilray Medical Italia to pharmacies across Italy. With FL Group, weWe have an established broad national pharmaceutical distribution network in Italy, where medical cannabis is prescribed by doctors and reimbursed by the healthcare system to eligible patients. In 2025, Tilray has received additional cannabis flower and extract product authorizations and has formed a strategic partnership with Molteni Farmaceutici with the commitment to broaden the availability of Tilray Medical products for patients across Italy.
Australia. In 2016, the Australian Government legalized medicinal cannabis, which is regulated by the Therapeutic Goods Administration. Medical cannabis is prescribed by a doctor but there is no coverage under the Pharmaceutical Benefits Scheme. Tilray Medical supplierssupplies the market with a wide portfolio of medical cannabis extracts as well as whole flower products. WeAs seethe market continues to mature, we have seen increased differentiation between the physician-leddemands and thedifferentiation patient-ledspecifically channels.with medical cannabis flowers. In response, we launched the Broken Coast, Redecan and Good Supply brands and products, which provideprovides the patient with a segmented portfolio of products while we continue to deliver on the trust, safety and consistency that has become expected from our Tilray Medical brand.
Luxembourg. Luxembourg established its medical cannabis framework in 2018, with the national program operational since February 2019. Medical cannabis is tightly regulated, accessible only through trained physicians and dispensed exclusively via hospital pharmacies. Prescriptions are limited to patients with defined, severe medical conditions, and all treatments are covered by public health insurance. In January 2025, Luxembourg updated its regulations to phase-out high-THC flower products, now permitting only balanced or high-CBD flower and oil-based extracts. This shift reflects the government’s commitment to standardized, pharmaceutical-grade cannabis therapies and patient safety. Tilray Deutschland GmbH was awarded the official government tender in 2025 to supply medical cannabis flower, demonstrating our leadership in centralized procurement and compliance with Luxembourg’s rigorous standards.
Portugal. Portugal legalized medical cannabis in July 2018. The regulatory framework is overseen by INFARMED, requiring Market Placement Authorization (ACM) for all non-pharmaceutical cannabis products, with strict GACP and GMP compliance. While domestic patient access remains limited due to stringent product approvals and the absence of public reimbursement, Portugal has emerged as a leading European producer and exporter of medical cannabis, supplying high-value markets such as Germany, Poland, and Australia. In 2021, Tilray received the first Authorization for Placement on the Market for dried flower, with additional product approvals in 2024, reinforcing our pioneering role in Portugal’s medical cannabis sector. Our strategic investments in cultivation and manufacturing, combined with robust compliance and documentation standards, enable Tilray to deliver EU-GMP quality products to both domestic and international markets. As Portugal explores adult-use reform, we expect that Tilray’s established reputation and operational excellence position us to capitalize on future regulatory developments and market expansion.
Spain. Spain introduced a formal medical cannabis framework in October 2025 (Royal Decree 903/2025), marking the first time cannabis-based treatments are systematically regulated within its healthcare system. The model is highly controlled and built around standardized cannabis preparations (magistral formulas) rather than licensed commercial products, with strict requirements on composition (THC/CBD), manufacturing quality, traceability, and pharmacovigilance under the supervision of the Spanish Medicines Agency (AEMPS).
Ukraine. Ukraine established a national medical cannabis framework in 2024, driven largely by the need to treat war‑related conditions such as chronic pain and post‑traumatic stress disorder (PTSD). The law (No. 3528‑IX), signed in February 2024 and effective from August 16, 2024, legalized cannabis for medical, scientific, and educational purposes, removing cannabis extracts from the list of prohibited substances and enabling their cultivation, manufacturing, import/export, and dispensing under strict licensing and quota controls. The regulatory system is highly pharmaceutical in nature: products must be registered as medicines or compounded in pharmacies using approved APIs, with full traceability, security requirements (e.g. controlled cultivation environments and surveillance), and oversight by the Ministry of Health and the State Medicines Service.
Brazil. Brazil has recently implemented a major overhaul of its medical cannabis regulatory framework (2025–2026), transitioning from a temporary, import‑dependent model (RDC 327/2019) to a more comprehensive, pharmaceutical-grade system covering the entire value chain. The new rules adopted by ANVISA in early 2026 (notably RDC 1.012–1.015/2026) establish for the first time clear provisions for cultivation, manufacturing, research, and commercialization under strict licensing and oversight. Cannabis products are formally defined as industrialized medicinal products based primarily on CBD or CBD-dominant extracts, reinforcing a pharmaceutical approach and excluding non-medical formats (e.g. cosmetics or wellness products). The framework also introduces domestic cultivation (≤0.3% THC) for medical purposes, a regulatory sandbox for controlled pilot activities (including patient associations), and stricter GMP, traceability, and quality standards aligned with international norms.
France. France is approaching full approval of a permanent medical cannabis framework, following a multi‑year pilot (2021–2026) and a prolonged regulatory process. The government has already finalized the core legal architecture, including draft decrees covering prescription, production, and distribution, which have been submitted to the European Commission and reviewed by the Conseil d’État.
The forthcoming approval is expected to introduce a highly controlled, evidence-driven model: cannabis will be prescribed only as treatment for defined conditions (e.g. neuropathic pain, epilepsy, multiple sclerosis spasticity, oncology and palliative care), using standardized pharmaceutical products (oils, capsules, possibly vaporized formats) under strict ANSM oversight. Prescription will initially remain specialist-led, with potential gradual involvement of general practitioners, and products will require full pharmaceutical compliance (quality, traceability, GMP). A critical pending step is the HAS (Haute Autorité de Santé) evaluation, expected to determine reimbursement and clinical value in late 2026, which will ultimately define real patient access. If favorable, broad patient access is targeted for 2027, positioning France as a large regulated medical cannabis market.
U.S. cannabis market trends.
In April 2026, the U.S. Department of Justice issued an order rescheduling FDA‑approved cannabis products and state‑licensed medical cannabis from Schedule I to Schedule III under the Controlled Substances Act. Concurrently, the DEA is conducting an expedited administrative hearing to consider broader rescheduling, which faces legal challenges in the D.C. Circuit Court of Appeals. As a global leader in medical cannabis, we believe we are well-positioned to participate in a federally compliant U.S. medical cannabis market, but we are monitoring the regulatory landscape and legal challenges that are ongoing. We continue to believe that these recent efforts to reschedule cannabis from Schedule I to Schedule III under the Controlled Substances Act represent meaningful progress toward broader cannabis reform and have the potential to accelerate clinical research, broaden patient access, and support the development of a regulated, science-driven medical cannabis market in the United States.
Tilray Wellness’s branded business continues to grow across brick-and-mortar retail as well as ecommerce,e-commerce, which we believe further establishingestablishes its leading market share position in better for youbetter-for-you categories. The Company continues to focus on value-added innovation within thenatural wellnessand spaceorganic withfood theand launchbeverages ofacross branded Whole Flaxseed and Groundingredient Flaxseedsales. andWe Superseedcontinue Snackto Clustersparticipate in partnershipmultiple withgrowing Wholecategories Foodsincluding Marketsuper-seeds, better-for-you breakfast, better-for-you snacking, as well as continuedfunctional emphasisbeverages onand Thenatural Humbleenergy Seed,drinks. aWithin seed-forwardour crackerIngredients brandsales whichbusiness, waswe purchasedhave earlierexpanded thisour year.range of offerings in hemp protein and hemp oil, helping us further develop our business in North America and Asia.
Carlsberg. On February 5, 2026, we entered into an exclusive licensing agreement, which commences on January 1, 2027, with the Carlsberg Group, one of the world’s premier brewing organizations and among the largest globally by revenue. Under the terms of the agreement, Tilray has been granted a multi-year license to produce, market, sell and distribute Carlsberg®, Carlsberg Elephant®,1664®, and Kronenbourg 1664 Blanc® branded beers across all channels in the United States, beginning January 1, 2027. The agreement has an initial five-year term, with an automatic renewal for an additional five years subject to performance criteria.
Panama. On October 13, 2025, we entered into a strategic partnership for medical cannabis operations in Panama. Under this partnership, the Company holds a 25% equity interest in Solana Life Group, S. de R.L., a Panamanian entity. The joint venture is engaged in the importation, distribution, and commercialization of medical cannabis products in Panama. During the fiscal year ended May 31, 2026, there were no transactions with this entity.
BrewDog. Between March and April 2026, Tilray completed the BrewDog Acquisition. As the only global craft beer brand, the BrewDog Acquisition served to transform our beverage platform from a U.S. platform to a global platform and provided us with the international presence, team and capabilities to support the broader distribution of our U.S. beverage brands across key international markets, all in line with our previously disclosed ambition.
Lyphe. On April 15 2026, Tilray acquired the Lyphe Group, a UK-based medical cannabis clinic and digital pharmacy platform. Through Lyphe’s online clinic and pharmacy platform, we will seek to enhance access to medical cannabis while accelerating its existing capabilities in dispensing traditional prescription medicines, creating a seamless, digitally enabled patient experience.
Effective September 1, 2024, Tilray acquired Craft Acquisition II a portfolio of four craft brands and breweries comprised of Atwater Brewery, Hop Valley Brewing Company, Terrapin Beer Co., and Revolver Brewing from Molson, see Note 9 (Business Acquisition). We expect this acquisition to further the execution of our beverage strategy, which we believe will have positive impacts on our beverage segment leading to increased revenues and whitespace penetration.
During the fiscal quarter ended February 28, 2026, we considered the Project 420 plan to be completed due to reaching the cost savings target that we had set out to achieve even though there are still ongoing initiatives relating to additional cost savings, SKU rationalization and distributor rationalization. As a result of the actions implemented under the plan, the Company expects to realize ongoing cost savings and operational efficiencies in future periods.
In November 2020, we entered the beverage category with the acquisition of SweetWater Brewing Company, one of the largest independent craft brewers in the U.S. by volume, with the vision of creating a larger and more diversified global lifestyle consumer products company.
In November 2020, we entered the beverage category with the acquisition of SweetWater Brewing Company, one of the largest independent craft brewers in the U.S. by volume, with the vision of creating a larger and more diversified global lifestyle consumer products company. This initial acquisition provided us with a foundation to pursue additional acquisitions in the beverage category and scale our business on a national basis. We acquired Alpine Beer Company, Green Flash and Breckenridge Distillery in December 2021, Montauk Brewing Company in November 2022, Craft Acquisition I in October 2023 and Craft Acquisition II in September 2024.
With Craft Acquisition I and Craft Acquisition II, we capitalized on opportunities to acquire additional beverage businesses that consisted of strong brands in decline and in need of investment in order to promote growth at a significantly reduced price. To support the growth of these acquired brands and establish a clear path to profitability, we implemented Project 420, which iswas a comprehensive plan covering (i) SKU rationalization; (ii) Geographic rationalization; (iii) Distributor rationalization; and (iv) synergy optimization plan through which we expect to invest in the acquired brands for growth and improve profitability:
For the year ended May 31, 2025, our SKU and geographic rationalization resulted in a reduction in net sales of approximately $20 million. We believe this temporary reduction will be offset by the growth of our new product innovation, including in new beverage categories, and brand extensions during the near term future. This revenue reduction has a corresponding decrease in our Adjusted EBITDA for the year ended May 31, 2025, of $6.0 million.
It is important to note, however, that there is a lag between the discontinuation of the SKUs and the associated reduction in revenue, which has an immediate effect, and the acceleration of the growth of our existing SKUs and the introduction of new innovation and the associated increase in revenue, which takes time due to retailer resets. We also expect these efforts will lead to improved sales and margins, with benefits realized through lower selling costs, as well as reduced requirements for working capital through inventory reductions and an improvement in our cash conversion cycle.
Our results of operations may continue to be affected by economic, political, legislative, regulatory, legal actions, global volatility and general market disruption resulting from geopolitical tensions, such as Russia'sRussia’s continued incursion into Ukraine, the ongoing events in the Middle EastEast, including the conflict involving Iran, and political uncertainty in certain countries in Europe. Escalation of hostilities in the Middle East, including Iran, could further disrupt global energy markets, fuel prices, transportation networks, and supply chains, particularly in Europe, which may indirectly impact operating costs and consumer demand. Economic conditions, such as recessionary trends, inflation, supply chain disruptions, interest and monetary exchange rates, government fiscal policies, and the recent economic uncertainties resulting from certain changes in U.S. global economic policy, including changes on global trade policies can have a significant effect on operations. More specifically, there are nolimited expected impacts on revenue from the recently enacted U.S. tariffs and foreign enacted retaliatory tariffs (“Tariffs”).in most reporting segments. However, on July 20, 2026, the U.S. government announced additional 50% tariffs on certain Canadian imports. To the extent these tariffs become effective, they predominantly would apply to products sold by the Company’s Wellness reporting segment, and could increase costs, disrupt supply chains and distribution channels, and may adversely impact Wellness operating results. The Company is actively monitoring developments related to these tariffs, evaluating potential impacts on its business, and adapting its operations and mitigation strategies as appropriate. From a cost perspective, we believe the recently enacted tariffs couldhave and may continue to impact input materials such as aluminum, hops, barley, malt and vape componentrycomponentry, which are partially importedimported. but weWe intend to mitigate these impacts to the extent possible.
In addition, the recent U.S. federal regulatory developments regarding cannabis rescheduling represent a significant shift in the political and legislative environment. This evolution is expected to lead to a legitimate regulatory framework for the provision and use of medical cannabis as a therapy for a multitude of conditions and disease states, bring U.S. drug policy in line with the drug policies of other countries around the world today. We expect that this will also lead to more research, clinical development, and education, aligning closely with Tilray’s established global expertise in regulated medical cannabis markets. We continue to monitor these recent developments, including the recent legal challenges to these regulatory developments in the D.C Circuit of Appeals. With more clarity on the regulatory framework and the outcomes of the legal challenges, we intend to leverage our proven compliance infrastructure, scientific knowledge, and operational scale to expand responsibly in the U.S. market, introducing medical-grade cannabis products in targeted therapeutic formats. While these developments present significant long-term growth opportunities, they also introduce new regulatory complexities and potential risks that we will continue to monitor closely.
All theseThese non-GAAP financial measures should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with generally accepted accounting principles generally accepted in the United States of America, (“GAAP”). These financial measures, which may be different than similarly titled financial measures used by other companies, are presented to help investors’ overall understanding of our financial performance and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These non-GAAP financial measures reflect an additional way of viewing aspects of operations that, when viewed with U.S. GAAP results, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review Company financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. Please see “Reconciliation of Non-GAAP Financial Measures to GAAP Measures” below for a reconciliation of such non-GAAP Measuresfinancial measures to the most directly comparable GAAP financial measures, as well as a discussion of our adjusted gross margin, adjusted gross profit and adjusted EBITDA measures and the calculation of such measures.
Cash, Restricted Cash and Marketable Securities
The Company combines the Cash and cash equivalent and restricted cash financial statement line item with the Marketable securities financial statement line item as an aggregate total as reconciled in the liquidity and capital resource section below. 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 two GAAP metrics.
Net revenue from our Beverage operations increased to $254.0 million for the fiscal year ended May 31, 2026, compared to net revenue of $240.6 million for the prior fiscal year ended May 31, 2025. Results for the current fiscal year include incremental net revenues of $51.1 million associated with the BrewDog Acquisition completed during the fourth fiscal quarter. Excluding the impact of the BrewDog Acquisition, the year-over-year decrease was primarily attributable to continued industry-wide challenges across the craft beer, spirits, and brewpub categories and broader competitive pressures, which resulted in lower volumes sold. Additionally, the decline was driven in part by margin‑focused actions, which reduced net revenue by approximately $16.6 million during the fiscal year. Lastly, the HD-D9 category was negatively impacted by recently enacted changes to the Farm Bill, which will restrict the future sale of our HD‑D9 beverages and, as a result, reduced net revenue by approximately $2.1 million during the fiscal year.
These impacts were partially offset by the inclusion of sales from Craft Acquisition II, effective September 1, 2024, which were not reflected in the full comparative period and would have increased beverage revenue for the fiscal year ended May 31, 2025, by approximately $13.6 million.
Net revenue from our Beverage operations increased to $240.6 million for the fiscal year ended May 31, 2025, compared to net revenue of $202.1 million for the prior fiscal year ended May 31, 2024. The increase in beverage revenue was primarily driven by our newly launched innovation in the HD-D9 product category and our Craft Acquisition II, which was effective as of September 1, 2024, and included the brands and breweries of Hop Valley Brewing Company, Terrapin Beer Company, Revolver Brewing, and Atwater Brewery. Further, the prior fiscal year period did not reflect a full period of revenue from Craft Acquisition I, which was completed on September 29, 2023. These impacts to beverage revenue were offset by the SKU rationalization implemented in connection with Project 420, which resulted in a reduction of net revenue by approximately $20 million for the fiscal year ended May 31, 2025.
Revenue from Canadian medical cannabis:
Gross revenue from Canadian medical cannabis decreased 1%5% to $23.7 million for the fiscal year ended May 31, 2026, compared to gross revenue of $25.0 million for the fiscal year ended May 31, 2025, compared to gross revenue of $25.2 million for the fiscal year ended May 31, 2024.2025. On a constant currency basis, gross revenue from Canadian medical cannabis increaseddecreased to $25.8 million from $25.2$23.5 million for the fiscal year ended May 31, 2025.2026. ThisThe increasedecrease in gross revenue from medical cannabiscannabis, on a constant currency basisbasis, was primarily driven by growtha reduction in the insuredVeterans patientAffairs categoryCanada exceedingreimbursement ceiling from $8.50 to $6.00 per gram, effective April 1, 2026, as enacted under the declineCanadian infederal government’s Budget 2025, which reduced revenue by approximately $0.8 million during the fiscal year. The remaining decrease was attributed to uninsured patient attrition to the adult-use recreational market.
Revenue from Canadian adult-use cannabis:
During the fiscal year ended May 31, 2026, our gross revenue from Canadian adult-use cannabis product increased 5% to $236.4 million, compared to revenue of $224.0 million for the prior fiscal year ended May 31, 2025. On a constant currency basis, our gross revenue from Canadian adult-use cannabis increased 5% to $234.4 million for the fiscal year ended May 31, 2026. The increase in gross adult-use revenue was primarily driven by a 28% increase in the traditional pre‑roll category, reflecting the successful launch of innovation SKUs, including Good Supply Double Dutchies. This growth was partially offset by a 4% decline in our largest category, the whole flower category, primarily due to the commencement of strain rotation within our cultivation program, which temporarily constrained supply. In addition, certain inventory was redirected to international markets, which would otherwise have generated approximately $3.9 million of revenue in the Canadian market. Notably, the Company has continued to invest in its cultivation footprint, including the decision to restart cultivation at its Quebec facility to support the growing demand in both the Canadian and international markets. Given the higher margins generally realized on international cannabis sales, the Company may, when advantageous, continue to allocate inventory to international markets, which could negatively impact Canadian adult‑use and wholesale cannabis revenue in future periods as the Company continues to scale its infrastructure.
During the fiscal year ended May 31, 2025 our gross revenue from Canadian adult-use cannabis product decreased 16% to $224.0 million compared to revenue of $266.8 million for the prior fiscal year. On a constant currency basis, our gross revenue from Canadian adult-use cannabis decreased 13% to $231.0 million for the fiscal year ended May 31, 2025. The decrease in gross adult-use revenue was driven by our renewed focus on preserving gross margin and maintaining a higher average selling price in growing categories such as vapes that have experienced a high degree of price compression. At the end of the fiscal year ended May 31, 2025, we began increasing our participation in these categories as a result of our capex investments to improve these trends in the near term future. Additionally, we have shifted our strategic focus to redirect 7.2 million grams of cannabis to international cannabis markets to take advantage of the higher margin sales available in these markets. While some of these products were sold during the fourth fiscal quarter, some inventories were deferred to fiscal year 2026. The resulting impact of this strategic decision caused a temporary decline in gross adult-use cannabis revenue and cannabis revenue overall until their eventual sale. We intend to enhance our global supply chain through Phase II of our accelerated growth plan and increase our cultivation footprint to support the growing demand in both the Canadian and international markets. Lastly, gross revenue from Canadian adult-use cannabis products also included $1.5 million of cannabis advisory services revenue in the fiscal year ended May 31, 2025, compared to $1.5 million in the fiscal year ended May 31, 2024.
WholesaleRevenue from wholesale cannabis revenue:
Gross revenue from wholesale cannabis decreased to $18.2$7.3 million for the fiscal year ended May 31, 2025,2026, compared to revenue of $25.3$18.2 million for the prior fiscal year ended May 31, 2024.2025. On a constant currency basis, gross revenue from wholesale cannabis for the fiscal year ended May 31, 20252026 was $18.8$7.3 million compared to $25.3 million for the prior fiscal year ended May 31, 2024.million. Due to the transition by many licensed producers in the Canadian market to asset-light business models, the Canadian cannabis industry has experienced a reduction in excess inventory resulting in price increases in the B2B market. ThisAs a result of this shift in market dynamics and demanddemand, enabledwe uscontinue to strategicallyevaluate the market and may opportunistically sell inventory that was sought after ininto the wholesale market where it makes sense or allocate it to international markets. Specifically, during the fiscal year butended doesMay not31, meet the high standards required for our branded product. In the near-term, we anticipate continued volatility and fluctuation in the2026, wholesale market,cannabis andrevenue we will assess market conditions on a quarterly basis. Specifically, during the fourth quarter market conditions were less favorable and as a result we did not participate in the same volume of transactions whendeclined compared to the prior year fourthperiods quarter.as the Company strategically redirected product to other markets, resulting in a 53% decrease in wholesale gram equivalents sold, respectively.
InternationalRevenue from international cannabis revenue:
Net revenue from international cannabis increased 34% to $84.9 million for the fiscal year ended May 31, 2026, compared to net revenue of $63.4 million for the fiscal year ended May 31, 2025. On a constant currency basis, given the strengthening of the Euro against the U.S. Dollar when compared to the prior fiscal year, net revenue from international cannabis increased 25% to $78.9 million. The increase in net revenue from international cannabis markets during the fiscal year, was primarily attributable to growth in the German medical cannabis market, which increased by $9.7 million as a result of an enhanced supply chain, increased distribution, and the receipt of previously backlogged permits. This growth was further supported by a $8.0 million increase in Poland, driven by patient adoption of an in‑person prescription model, and a $1.7 million increase in the United Kingdom through our targeted expansion into emerging markets and the Lyphe Acquisition. Despite increased gram equivalents sold, international cannabis revenue was negatively impacted by price compression of approximately $21.1 million. Notwithstanding this pricing pressure, international cannabis sales continue to generate higher margins than Canadian cannabis sales, and the Company remains focused on optimizing its product mix and geographic allocation to maximize profitability. Lastly, international cannabis revenue may fluctuate from quarter to quarter based upon the timing of the receipt of export/import permits as well as the timing of shipments from one quarter to the next.
Net revenue from international cannabis increased 19% to $63.4 million for the fiscal year ended May 31, 2025, compared to net revenue of $53.3 million for the fiscal year ended May 31, 2024. On a constant currency basis, net revenue from international cannabis increased 19% to $63.2 million, compared to the prior year period. The increase during the fiscal year was primarily driven by higher sales in Germany, attributed to the expanding German medical market where we maintained our leadership position in the reimbursed market and increased our sales in the self-pay market. This growth was partially offset by lower revenue in Poland when compared to the prior year period driven by the delay in the receipt of export/import permits and lower prescriptions due to restrictions placed on telemedicine in November 2024 as well as lower revenue in Australia and the strategic decision to exit the New Zealand medical market. International cannabis net revenue may fluctuate from quarter to quarter based upon the timing of the receipt of export/import permits as well as the timing of shipments from one quarter to the next. In the fourth quarter, we experienced extensive delays in the receipt of export permits from the Portugal authorities resulting in approximately 2.1 million grams of medical cannabis flowers that we had expected to ship to other markets instead of remaining in Portugal.
Net revenue from Distribution operations increased 5%21% to $271.2$327.2 million for the fiscal year ended May 31, 2025,2026, compared to net revenue of $258.7$271.2 million for the prior fiscal year ended May 31, 2024.2025. On a constant currency basis, given the change in the Euro and Argentine Peso against the U.S. Dollar during the fiscal year, net revenue from Distribution was $277.2$304.7 million for the fiscal year ended May 31, 2025, when compared to prior year period.2026. The currency adjusted increase in distributionDistribution revenue, on a constant currency basis,revenue for the fiscal year was primarily driven by a changefocus on competitive pricing and product mix, as evidenced by a 6% increase in productaverage mix.selling price, and an 8% increase in units sold, reflecting greater emphasis on higher‑velocity SKUs, as well as favorable foreign exchange impacts.
Our Wellness net revenue increased to $65.9 million for the fiscal year ended May 31, 2026, compared to $60.5 million for the fiscal year ended May 31, 2025. On a constant currency basis for the fiscal year ended May 31, 2026, Wellness net revenue increased to $65.5 million. The increase in revenue was driven by our strategic focus on value-add innovations, including high protein super-seeds, better-for-you breakfast products, better-for-you snacking, and the continued success of our Hi-Ball clean energy drinks, which contributed approximately $2.8 million of incremental revenue in the year. In addition, the acquisition of Blue Sky Hemp Venture’s customer list contributed to the growth of our ingredients sales channel with approximately $3.7 million of incremental revenue in the year. The remaining Wellness portfolio saw revenue decline of approximately $1.5 million primarily due to a shift in one of our supply agreements within the Club retailer channel. The Company is focused on improving performance through increased distribution, assortment optimization, and promotional activity across its Club and Retail channels.
Our Wellness net revenue increased to $60.5 million for the fiscal year ended May 31, 2025 compared to $55.3 million for the fiscal year ended May 31, 2024. On a constant currency basis for the fiscal year ended May 31, 2025, Wellness net revenue increased to $61.4 million from $55.3 million. The increase in net revenue was primarily attributed to our strategic focus on expanding our product range, including the relaunch of HiBall energy drinks and organic growth within our branded hemp food business related to higher consumption.
Adjusted gross profit and adjusted gross margin are non-GAAP financial measures and may not be comparable to similar measures presented by other companies. Adjusted gross profit is our Gross profit (adjusted to exclude inventory valuation adjustment and purchase price accounting valuation step-up) and adjusted gross margin is our Gross margin (adjusted to exclude inventory valuation adjustment and purchase price accounting valuation step-up) and are both non-GAAP financial measures. The Company’s management believes that adjusted gross profit and adjusted gross margin are useful to our management to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions without the impacts of the aforementioned adjusted items. We do not consider adjusted gross profit and adjusted gross margin percentage in isolation or as an alternative to financial measures determined in accordance with GAAP.
What changed in the latest 10-Q
Risk Factors
New heading “Geopolitical instability involving the conflict in Iran could increase fuel and energy costs in Europe and adversely affect our operations and results.”
New heading “Our ability to complete the BrewDog U.S. acquisition is subject to regulatory approvals, and we may face risks associated with integrating all of the acquired BrewDog businesses.”
Removed heading “There are regulatory risks associated with the rescheduling of cannabis in the U.S. and uncertainties in the implementation of our planned medical cannabis platform.”
Removed heading “We may be exposed to financial losses and operational risks due to our decision to self-insure certain real property assets.”
Largest changes
“We recently transitioned several of our real property assets from third‑party insurance coverage to a self‑insurance model. Under this approach, we bear the financial risk associated with potential losses, damages, business interruption, remediation costs, or other liabilities relating to these properties. While we believe this strategy appropriately balances cost management and risk, it exposes us to risks that could materially and adversely affect our business, financial condition, and results of operations. …”see in full comparison
“Our ability to complete the BrewDog U.S. acquisition is subject to regulatory approvals, and we may face risks associated with integrating all of the acquired BrewDog businesses.”see in full comparison
“There are regulatory risks associated with the rescheduling of cannabis in the U.S. and uncertainties in the implementation of our planned medical cannabis platform.”see in full comparison
“Geopolitical instability involving the conflict in Iran could increase fuel and energy costs in Europe and adversely affect our operations and results.”see in full comparison
“We may be exposed to financial losses and operational risks due to our decision to self-insure certain real property assets.”see in full comparison
“Ongoing geopolitical instability in the Middle East, including the conflict involving Iran, has contributed to volatility in global oil and natural gas markets. Disruptions or perceived risks to energy supply routes, including shipping through key transit points, have resulted in increased fuel and energy prices in Europe and could continue to do so for an extended period. …”see in full comparison
Full comparison: every changed paragraph (8)
Geopolitical instability involving the conflict in Iran could increase fuel and energy costs in Europe and adversely affect our operations and results.
Ongoing geopolitical instability in the Middle East, including the conflict involving Iran, has contributed to volatility in global oil and natural gas markets. Disruptions or perceived risks to energy supply routes, including shipping through key transit points, have resulted in increased fuel and energy prices in Europe and could continue to do so for an extended period. Europe remains exposed to global energy price fluctuations, and increases in fuel, transportation, and utility costs could adversely affect our operating expenses, supply chain costs, margins, and the cost of energy‑intensive activities, including our brewing and cannabis cultivation operations, particularly within our European businesses. The duration and severity of the conflict remain uncertain, and any escalation or prolongation could exacerbate these risks.
Our ability to complete the BrewDog U.S. acquisition is subject to regulatory approvals, and we may face risks associated with integrating all of the acquired BrewDog businesses.
The completion of our proposed acquisition of BrewDog' U.S. assets is dependent on receipt of certain regulatory approvals. There can be no assurance that such approvals will be obtained on a timely basis or at all, or that they will not include conditions that could delay or otherwise adversely affect the anticipated benefits of the transaction. In addition, we will be subject to risks commonly associated with integrating acquired businesses, including difficulties integrating operations, systems and controls; challenges in retaining customers; and potential disruptions to ongoing business activities. The integration process of BrewDog's operations may require significant management attention and financial resources and may not achieve the anticipated synergies or strategic benefits within the expected timeframes. Any of these factors could adversely affect our business, financial condition, and results of operations.
There are regulatory risks associated with the rescheduling of cannabis in the U.S. and uncertainties in the implementation of our planned medical cannabis platform.
The recently announced U.S. federal cannabis rescheduling order has introduced significant uncertainty regarding the scope, timing, and ultimate impact of potential changes to U.S. federal cannabis regulation. Our business, financial condition, and results of operations may be materially adversely affected if such changes do not occur as or when anticipated or impose requirements we are unable to meet. Although federal cannabis rescheduling is expected to create expanded opportunities for our business in the U.S., including our planned launch of a medical cannabis platform in 2026, the final outcome of federal rulemaking—along with related DEA and FDA oversight, enforcement priorities, and interaction with state-level regulatory frameworks—remains unclear and may materially differ from current expectations. Legal challenges to rescheduling, shifts in federal or state regulatory priorities, or the imposition of restrictive compliance, manufacturing, or distribution requirements could delay, limit, or prevent our ability to commercialize medical cannabis products in the U.S. If the resulting regulatory environment is more restrictive than anticipated, is not implemented on a timely basis, or otherwise fails to permit a viable market pathway, we may be unable to pursue our planned U.S. medical cannabis strategy as intended, which could adversely impact our growth prospects, strategic objectives, and anticipated investments.
We may be exposed to financial losses and operational risks due to our decision to self-insure certain real property assets.
We recently transitioned several of our real property assets from third‑party insurance coverage to a self‑insurance model. Under this approach, we bear the financial risk associated with potential losses, damages, business interruption, remediation costs, or other liabilities relating to these properties. While we believe this strategy appropriately balances cost management and risk, it exposes us to risks that could materially and adversely affect our business, financial condition, and results of operations. Loss events such as fire, flooding, natural disasters, equipment failures, structural degradation, theft, or other property‑related incidents, could require significant out‑of‑pocket expenditures. Depending on the nature and magnitude of any such event, we may incur substantial unplanned costs, experience facility downtime, or have reduced capacity to cultivate, manufacture, store, or distribute products. These outcomes could disrupt supply chains, delay production, impair revenue generation, or necessitate capital expenditures not otherwise planned. In addition, our determination of appropriate reserves and internal risk‑mitigation processes may prove inadequate. If the scope, frequency, or severity of property‑related losses exceeds our expectations, we may experience materially higher expenses or capital requirements. Any of these factors, individually or in the aggregate, could materially and adversely impact our operating results, cash flows, and liquidity.
Management's Discussion & Analysis (MD&A)
New heading “BrewDog Acquisitions:”
New heading “Other than temporary write-down of convertible notes receivable”
Largest changes
“In the prior year period, based upon a combination of factors including a sustained decline in the Company’s market capitalization stemming from the uncertainty resulting from certain changes in U.S. global economic policy, including slower than anticipated progress in global cannabis legalization and overall declines in the craft beer industry sector, the Company concluded that it is more likely than not, that the fair value of our reporting units were less than their carrying amounts as of February 28, 2025. …”see in full comparison
“In the Company’s cannabis goodwill assessment performed during the three and nine months ended February 28, 2025, the Company used a discount rate of 12.00%, a terminal growth rate of 5%, and an average revenue growth rate of 34% over 5 years, based on an 88% and 40% average probability of anticipated EU and U.S. cannabis legalization, respectively and/or changes in drug policy in various countries within the next 5 years. …”see in full comparison
“Other than temporary write-down of convertible notes receivable”see in full comparison
Operating expenses are comprised of general and administrative, selling, amortization, marketing and promotion, research and development, change in fair value of contingent consideration, impairment of intangible assets and goodwill, other than temporary changes in fair value of convertible notes receivable, litigation costs, net of recoveries, restructuring costs and transaction costs (income), net. For the three andsee in full comparisonsixnine months endedNovemberFebruary30,28,2025,2026, operating expenses decreased by$23.7$730.6 million and by$64.6$795.2 million to$79.8$81.3 million and$135.2$216.5 million when compared to$103.4$811.9 million and$199.7$1,011.7 million for the prior year periods, respectively.ThisThese decreases were primarily attributable to $699.2 million of non‑cash impairments of goodwill and intangible assets and a $20.0 million other‑than‑temporary decreasewas primarily attributed toin the fair value of the MedMen convertible note recorded in the prior year quarter, which did not repeat in the current period. In addition, the nine month period ended February 28, 2026, had lower amortization expensein the current period, which resulted fromfollowing the intangible assetreductionimpairment recorded during the fiscal quarter ended May 31, 2025,asawell$15.0as, amillion gainfromrelated to the change in fair value of the Montauk contingent consideration,and,andtolowerasellinglesserandextent, a reduction in non-recurringnon‑recurring litigation, and restructuring costs. These decreases were partially offset by higher general andtransaction costs, as well as sellingadministrative costs.
“In the Company’s beverage goodwill assessment performed during the three and nine months ended February 28, 2025, the Company used a discount rate of 9.25%, a terminal growth rate of 2%, and an average revenue growth rate of 12% over 5 years. A 1% increase in the discount rate would result in an additional $70.0 million in impairment, a 1% decrease in the terminal growth rate would result in an additional $50.0 million in impairment and a 1% decrease in the average growth rate would result in an additional $40.0 million in impairment.”see in full comparison
“In the Company’s wellness goodwill assessment performed during the three and nine months ended February 28, 2025, the Company used a discount rate of 10.50%, a terminal growth rate of 2%, and an average revenue growth rate of 7% over 5 years. A 1% increase in the discount rate would result in an additional $5.0 million in impairment, a 1% decrease in the terminal growth rate would result in an additional $3.0 million in impairment and a 1% decrease in the average growth rate would result in an additional $2.0 million in impairment.”see in full comparison
Full comparison: every changed paragraph (87)
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Interim Consolidated Financial Statements and the related Notes thereto for the three month period ended NovemberFebruary 30,28, 20252026 contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) and the Audited Consolidated Financial Statements and the related Notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025, as well as in conjunction with the sections entitled “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 and in the section entitled “Item 1A. Risk Factors” in this Form 10-Q. Forward looking statements in this Form 10-Q are qualified by the cautionary statement included in this Form 10-Q under the sub-heading “Cautionary Note Regarding Forward-Looking Statements” in the introduction of this Form 10-Q.
In the spirits category, Breckenridge Distillery combines premium craftsmanship, award-winning quality, and experiential tourism appeal, reinforcing its niche as a lifestyle-driven spirits brand. TheRecently included in Newsweek's “Best Bourbon 2026” list, the distillery has earned multiple prestigious accolades across Whiskey, Gin, and Vodka, including three Icons of Whisky awards, ten Best American Blended Whiskey honors at the World Whiskies Awards, and recognition as Colorado Distillery of the Year. Recent achievements include Breckenridge Reserve Port Cask Finish being named the World’s Best Finished Bourbon at the 2024 World Whiskies Awards. Breckenridge Distillery products are available in all 50 states, with continued planned expansion and product innovations. Recent launches include Mock One – a non-alcoholic spirits line, Mountain Shot – flavored whiskey in convenient pouches, and Casa Breck Tequila, all underscoring our commitment to innovation and evolving consumer preferences. Despite prevailing challenges within the overall spirits market, we believe our focus on whiskey—a resilient segment—combined with our award-winning portfolio and innovative product introductions, positions Breckenridge Distillery for sustained growth and enhanced market presence.
We are a global leader in the development, production, distribution, marketing and sale of pharmaceutical-grade medical cannabis products. The cannabis industry in Europe is still in its early stages of development and countries within Europe are at different stages of medical and adult-use cannabis legalization. The most meaningfulMeaningful progress to date has beenin the legalization and regulation of cannabis for medical purposes, which has now taken place in more than 1921 countries representing a population of more than 477526 million people (Germany, UK, Italy, Poland, Netherlands, Czech Republic, Greece, Portugal, Austria, Switzerland, Denmark, Croatia, Malta, Luxembourg, Ukraine, Sweden, Norway, Türkiye, Ireland, Spain and Israel). Beyond this, some countries have expressed a clear political ambition to legalize adult-use cannabis (Portugal and Luxembourg), some are engaging in experimentsprograms for adult-use legalization (Germany, Netherlands, Malta, Czech Republic and Switzerland) and some are debating regulations for cannabinoid-based medicine (France and Spain). In Europe, we believe that, despite continuing recessionary economic conditions, political uncertainty in various countries and the continuing Russian conflict with Ukraine, cannabis legalization (both medicinal and adult-use) will continue to gain traction albeit more slowly than originally expected. This is evidenced by the cannabis regulations in Germany adopted on April 1, 2024, which we believe will serve as a catalyst for continued changes in drug policy throughout Europe. Outside of Europe and North America, the cannabis industry is also incontinuing itsto early stages of developmentdevelop with Australia representing one of the larger markets and with some Latin American countries also growing their respective medical cannabis markets, such as Argentina, Panama, Colombia and Brazil.
We continue to believe that Tilray remains uniquely well-positioned to maintain and gain significant market share in the markets in which we participate. We benefit from our end-to-end vertically-integrated infrastructure in major markets and well-placed investments, which are comprised of two EU-GMP cultivation facilities located in Portugal and Germany; our fully owned route-to-market encompassing sales, marketing and distribution infrastructure in Germany, Australia and Italy; a network of leading distributors who we work with in the various other countries in which we participate; and, our extensive genetics portfolio and demonstrated commitment and expertise related to the cultivation and production of high-quality, safe cannabis products. Tilray’s International business also benefits from the depth and breadth of knowledge, experience, relationships and infrastructure we have gleaned from our leading participation and investment into the Canadian medical and adult-use markets. Tilray is proudly pioneering the effort to further understand the therapeutic value of cannabis through the guidance of its independent Medical Advisory board and throughstrategic partnerships with leading research institutions globally,globally where Tilray is currently supporting clinical trials around the world studying the efficacy of cannabis in treading various indications. We believe that these assets and attributes, combined with our ability to navigate complex regulatory environments, will continue to drive our leadership in international medical markets and allow us to successfully enter new markets as they adopt medical cannabis and potentially adult-use regulations and may also serve to support a potential U.S. participation.
We continue to believe that Tilray is well-positioned in Germany, especially considering the enactment of MedCanG and given that we are one of only three manufacturers of medical cannabis in Germany since our wholly owned subsidiary, Aphria RX, was awarded the first license for the cultivation of medical cannabis in Germany by the BfArM under the liberalized regime. Said license will improveimproves our ability to meet the needs of patients and provideprovides cannabis of the utmost quality and enhanced availability to a broader market.
As the market continues to mature, we have seen increased demands and differentiation specifically with medical cannabis flowers. In response, we have launched RedecanARX and Good Supply brands and related medical cannabis products, which provides the patient with a segmented portfolio of products while we continue to deliver on the trust, safety and consistency that has become expected from our Tilray Medical brand.
United Kingdom. Since November 2018, doctors in the UK have been able to prescribe medical cannabis for medicinal use for patients with medical conditions that had failed to respond to first-line medications. The market today is predominantly all self-pay and prescriptions are facilitated by private clinics. Today, we supply the UK market with mainly whole flower products from bothbrands thesuch Tilrayas MedicalGood and Broken Coast brandsSupply through our distributor partners with sights on growing our portfolio to extracts and other formats.
Italy. In May 2023, Tilray Medical received authorization from Italy’s Ministry of Health to distribute three new medical cannabis compounds. These medical cannabis compounds are distributed by FLTilray Group,medical our wholly-owned subsidiary,Italia to pharmacies across Italy. With FL Group, weWe have an established broad national pharmaceutical distribution network in Italy, where medical cannabis is prescribed by doctors and reimbursed by the healthcare system to eligible patients. In 2025, Tilray has received additional cannabis flower and extract product authorizations and has formed a strategic partnership with Molteni Farmaceutici with the commitment to broaden the availability of Tilray Medical products for patients across Italy.
Australia. In 2016, the Australian Government legalized medicinal cannabis, which is regulated by the Therapeutic Goods Administration. Medical cannabis is prescribed by a doctor but there is no coverage under the Pharmaceutical Benefits Scheme. Tilray Medical supplies the market with a wide portfolio of medical cannabis extracts as well as whole flower products. As the market continues to mature, we have seen increased demands and differentiation specifically with medical cannabis flowers. In response, we launched the Broken Coast, Redecan and Good Supply brands and products, which provides the patient with a segmented portfolio of products while we continue to deliver on the trust, safety and consistency that has become expected from our Tilray Medical brand.
Portugal. Portugal legalized medical cannabis in July 2018. The regulatory framework is overseen by INFARMED, requiring Market Placement Authorization (ACM) for all non-pharmaceutical cannabis products, with strict GACP and GMP compliance. While domestic patient access remains limited due to stringent product approvals and the absence of public reimbursement, Portugal has emerged as a leading European producer and exporter of medical cannabis, supplying high-value markets such as Germany, Poland, and Australia. In 2021, Tilray received the first Authorization for Placement on the Market for dried flower, with additional product approvals in 2024, reinforcing our pioneering role in Portugal’s medical cannabis sector. Our strategic investments in cultivation and manufacturing, combined with robust compliance and documentation standards, enable Tilray to deliver EU-GMP quality products to both domestic and international markets. As Portugal explores adult-use reform, we expect that Tilray’s established reputation and operational excellence position us to capitalize on future regulatory developments and market expansion.
Tilray Wellness’s branded business continues to grow across brick-and-mortar retail as well as ecommerce, which we believe further establishingestablishes its leading market share position in better-for-you categories. The Company continues to focus on value-added innovation within natural and organic food and beverages across branded and ingredient sales. We continue to participate in multiple growing categories including super-seeds, better for you breakfast, better for you snacking, and natural energy drinks. Within our Ingredients sales business, we have expanded our range of offerings in hemp protein and hemp oil, helping us further develop our business in North America and Asia.
We strive to continue to expand our business, on a consolidated basis, through a combination of organic growth and acquisition. While we continue to execute against our strategic initiatives that we believe will result in long-term, sustainable growth and value to our stockholders, we continue to evaluate potential acquisitions and other strategic transactions of businesses that we believe complement our existing portfolio, infrastructure and capabilities or provide us with the opportunity to enter attractive new geographic markets and product categories as well as expand our existing capabilities. In addition, we have exited certain businesses and continue to evaluate certain businesses within our portfolio that are dilutive to profitability and cash flow. As a result, we incur transaction costs in connection with identifying and completing acquisitions and strategic transactions, as well as ongoing integration and restructuring costs as we combine acquired companies and continue to achieve synergies, which is offset by income generated in connection with the execution of these transactions. For the sixnine months ended NovemberFebruary 30,28, 2025,2026, we incurred $1.0$2.9 million of transaction expenses, as discussed further below.below in the results of operations assessment.
BrewDog Acquisitions:
Subsequent to the period ended February 28, 2026, on March 2, 2026, Tilray UK, a wholly owned subsidiary of the Company, entered into the BrewDog BASA. Under the BrewDog BASA, Tilray UK acquired certain business operations and assets of BrewDog plc and certain of its subsidiary undertakings (collectively, the “BrewDog Group”) through a pre-packaged administration process in Scotland under the Insolvency Act 1986, with the intent for Tilray UK to carry on the acquired business operations and assets as a going concern. The assets acquired included the UK Brewery, the online business, the retail business, 11 of the BrewDog strategic brewpubs in Scotland, England and Ireland and all the intellectual property rights relating to the BrewDog brand, including well known sub-brands such as Punk IPA, Hazy Jane, Wingman, Elvis Juice and Dead Pony Club. The purchase price was £33.0 million (approximately $44.1 million).
In a separate transaction completed on March 9, 2026, the Company acquired BrewDog Brewing Australia Pty Ltd., which included BrewDog’s Australian brewery, along with two hospitality venues in Australia for a nominal consideration.
On March 16, 2026, Tilray BrewDog U.S., Inc., a wholly-owned subsidiary of the Company, entered into an asset purchase agreement to acquire certain strategic BrewDog assets in the U.S., including a brewery, pub, and hotel in Columbus, Ohio, as well as pubs located in New Albany, Ohio, Cleveland, Ohio, and Las Vegas, Nevada. The purchase price for BrewDog’s U.S. assets is equal to $9.3 million.
On March 23, 2026, the Company acquired 5 additional BrewDog brewpubs in Scotland and England for a purchase price of £0.3 million (approximately $0.5 million). See Note 26 (Subsequent Events).
One of the world’s most recognized names in craft beer, BrewDog is a brand-powered, vertically integrated beverage and hospitality platform. Founded in 2007, BrewDog quickly became one of the largest independent craft beer brands in the United Kingdom with its portfolio of iconic craft, premium and low and no alcohol beer brands, including Punk IPA, Hazy Jane, Lost Lager and Wingman. From its beginnings in the UK, it developed its strong global brand awareness through its global expansion via international breweries, localized brewpubs and strategic partnerships.
These acquisitions present an important step for the Company as it executes against its previously announced strategic initiative to expand its beverage platform into the international markets, The strong global awareness of the BrewDog brand, together with its international brewing infrastructure and experiential pubs, presents an opportunity for growth in the UK, Europe and previously untapped international markets, including the Asia Pacific region. Further, the acquisition of the BrewDog U.S. aligns with our “regional jewel” strategy as BrewDog has built a strong brand in Ohio, which supports and strengthens our presence in the Midwest and provides us with a highly visible presence in Las Vegas, including a flagship brewpub located on a premier stretch of the Las Vegas Strip.
Our results of operations may continue to be affected by economic, political, legislative, regulatory, legal actions, global volatility and general market disruption resulting from geopolitical tensions, such as Russia's continued incursion into Ukraine, the ongoing events in the Middle EastEast, including the conflict involving Iran, and political uncertainty in certain countries in Europe. Escalation of hostilities in the Middle East, including involving Iran, could further disrupt global energy markets, fuel prices, transportation networks, and supply chains, particularly in Europe, which may indirectly impact operating costs and consumer demand. Economic conditions, such as recessionary trends, inflation, supply chain disruptions, interest and monetary exchange rates, government fiscal policies, and the recent economic uncertainties resulting from certain changes in U.S. global economic policy, including changes on global trade policies can have a significant effect on operations. More specifically, there are no expected impacts on revenue from the recently enacted U.S. tariffs and foreign enacted retaliatory tariffs (“Tariffs”). From a cost perspective, we believe the recently enacted Tariffs could impact input materials such as aluminum, hops, barley, malt and vape componentry, which are partially imported but we intend to mitigate these impacts to the extent possible.
No fractional shares were issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share and stockholders received cash in lieu of any fractional shares that were created by the Reverse Stock Split.Split, see Note 14 (Stockholder’s equity) for additional details. Each stockholder's percentage ownership interest in the Company and proportional voting power remained unchanged as a result of the Reverse Stock Split, except for adjustments that resulted from rounding fractional shares down to whole shares.
Our consolidated results,results in thousandsthousands, except for per share data, are as follows:
CashCash, restricted cash and Marketable Securities
The Company combines the Cash and cash equivalent financial statement line itemitem, the restricted cash financial statement line and the Marketable securities financial statement line item as an aggregate total as reconciled in the liquidity and capital resource section below. 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 twothree GAAP metrics.
(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 and the discussion above captioned “Cash and Marketable Securities.”
For the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, our reporting segments net revenue was comprised of net revenues from our beverage, cannabis, distribution, and wellness operations as follows:
For the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, our reporting segment net revenue on a constant currency(1) basis was as follows:
For the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, our geographic net revenue was as follows:
For the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, our geographic net revenue on a constant currency(1) basis was as follows:
As of NovemberFebruary 30,28, 20252026 and May 31, 2025, respectively, our geographic capital assets were as follows:
Net revenue from our Beverage segment decreased to $50.1$42.6 million and to $105.8$148.4 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, compared to revenue of $63.1$55.9 million and $119.1$175.0 million for the prior year periods. The decline in revenue was primarily drivenattributable byto continued categoryindustry-wide challenges withinacross the craft beerbeer, segmentspirits, and brewpub categories and broader competitive pressures.pressures, which resulted in lower volumes sold. Additionally, ourthe portfoliodecline optimizationwas effortsdriven underin Projectpart 420,by margin‑focused actions, which includereduced SKUnet rationalizationrevenue by approximately $3.0 million and margin-focused$13.6 initiatives,million contributed toduring the year-over-yearthree decrease.and nine month periods, respectively. Lastly, the HD-D9 category was negatively impacted by U.S. federal legislation that was recently enacted which will restrict the future production and sale of our HD‑D9 beverages and reduced net revenue by approximately $1.0 million during the three and nine month periods, respectively.
For the sixthree monthand periodnine months ended NovemberFebruary 30,28, 2025,2026, these impacts were partially offset by the inclusion of sales from Craft Acquisition II, effective September 1, 2024, which were not reflected in the full prior-year comparative period.period and would have increased the nine month revenue for the period ended February 28, 2025 by approximately $13.6 million.
For the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, cannabis net revenue based on market channel was as follows:
For the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, cannabis net revenue based on market channel on a constant currency(1) basis was as follows:
Revenue from Canadian medical cannabis: Gross revenue from Canadian medical cannabis decreasedincreased to $6.2$6.0 million and decreased to $12.4$18.4 million for the three and sixnine months ended NovemberFebruary 30,28, 20252026 compared to gross revenue of $6.7$5.8 million and $12.9$18.8 million for the prior year periods, respectively. On a constant currency basis, gross revenue from Canadian medical cannabis decreased to $6.4$5.7 million and to $12.6$18.3 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, respectively. The decrease in gross revenue from medical cannabis, on a constant currency basis, was primarily driven by uninsured patient attrition to the adult-use recreational market, which was partially offset by new insured patient acquisition.
Revenue from Canadian adult-use cannabis: During the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, our gross revenue from Canadian adult-use cannabis increased to $62.4$52.6 million and to $126.5$179.1 million, compared to gross revenue of $59.1$49.3 million and $116.3$165.6 million for the prior year periods, respectively. On a constant currency basis, our gross revenue from Canadian adult-use cannabis increased to $63.9$50.2 million and increased to $128.2$178.4 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, respectively. The currency adjusted increase in gross adult-useadult‑use revenue for the three month period was primarily driven by a $2.7 million increase in the traditional pre‑roll category, reflecting the successful launch of innovation SKUs, including Good Supply Double Dutchies. This growth was partially offset by a $2.1 million decline in the whole flower category, primarily due to the commencement of strain rotation within our cultivation program, which temporarily constrained supply. In addition, certain inventory was redirected to international markets, which would otherwise have generated approximately $0.9 million of revenue in the Canadian market. For the nine month period, the currency adjusted increase in gross adult‑use revenue was primarilypredominantly attributedattributable to salesa growth$7.3 million increase in ourtraditional pre‑rolls, driven by the aforementioned product innovations, and a $1.7 million increase in whole flower andsales, non-infusedas pre-rollthe categoriesstrain whererotation wedid havenot begunbegin to see positive results fromuntil our continuedthird innovationquarter. andNotably, enhancedthe cultivationCompany capacity. Additionally, we have started to re-enter price-compressed categories that were previously margin prohibitive but are now generating positive gross margins due to our ongoing cost savings initiatives. Lastly, we havehas continued to invest in ourits cultivation footprint, including the decision to restart cultivation inat ourits Quebec facility, to support the growing demand in both the Canadian and international markets. Given the higher marginmargins thatgenerally can be earnedrealized on international cannabis sales, wethe Company may, when advantageous to do so,advantageous, continue to redirectallocate inventoriesinventory to international markets, which maycould negatively impact Canadian adult-useadult‑use and wholesale cannabis revenue in future periods whileas wethe Company continues to scale up ourits infrastructure.
Wholesale cannabis revenue: Gross revenue from wholesale cannabis decreased to $1.3$1.2 million and to $5.5$6.7 million and for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, compared to gross revenue of $6.6$3.9 million and $12.1$16.0 million for the prior year periods respectively. On a constant currency basis, gross revenue from wholesale cannabis decreased to $1.4$1.1 million and decreased to $5.5$6.7 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, respectively. Due to the transition by many licensed producers in the Canadian market to asset-light business models, the Canadian cannabis industry has experienced a reduction in excess inventory resulting in price increases in the B2B market. As a result of this shift in market dynamics and demand, we continue to evaluate the market and may opportunistically sell into the wholesale market where it makes sense. Specifically, during the three and sixnine month periodsmonths ended NovemberFebruary 30,28, 2025, our2026, wholesale cannabis revenue wasdeclined lowercompared thanto the prior year comparative periods dueas the Company strategically redirected product to our strategic decision to channel more of our volume into the other marketsmarkets, resulting in whicha we49% participate.and 47% decrease in wholesale gram equivalents sold, respectively.
International cannabis revenue: Net revenue from International cannabis increased to $20.2$24.1 million and to $33.5$57.7 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, compared to net revenue of $14.9$13.9 million and $27.1$41.0 million for the prior year periods, respectively. On a constant currency basis, given the strengthening of the Euro against the U.S. Dollar when compared to the prior year quarter, net revenue from international cannabis increased to $19.1$21.4 million and increased to $31.7$53.1 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, respectively. The increase in net revenue from International cannabis markets during the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, was attributedprimarily attributable to growth in the German medical cannabis market, which increased by $4.0 million and $9.8 million, respectively, the receipt of previously backlogged permitspermits, and an enhanced supply chain. During the three month period, this growth was further supported by a $4.4 million increase in Poland, driven by patient adoption of an in‑person prescription model, and a $1.7 million increase in the United Kingdom through our targeted expansion into emerging medical markets. InternationalDespite cannabisincreased netgram revenueequivalents maysold, fluctuate from quarter to quarter based upon the timing of the receipt of export/import permits as well as the timing of shipments from one quarter to the next. Notably, Internationalinternational cannabis revenue inwas negatively impacted by price compression of approximately $7.0 million and $16.0 million for the firstthree fiscaland quarternine months ended AugustFebruary 31,28, 2025,2026, wasrespectively. temporarilyNotwithstanding reducedthis duepricing pressure, international cannabis sales continue to permit‑relatedgenerate delays.higher Asmargins thesethan delaysCanadian werecannabis resolved,sales, revenue levels inand the secondCompany fiscalremains quarterfocused endedon Novemberoptimizing 30,its 2025,product whichmix wereand consistentgeographic withallocation thoseto achievedmaximize in the fourth fiscal quarter ended May 31, 2025, of the prior fiscal year, are more indicative of our expected ongoing run rate than the lower revenue realized in the first quarter.profitability.
Net revenue from our Distribution segment increased to $85.3$83.0 million and increased to $159.3$242.3 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, compared to revenue of $67.6$61.5 million and $135.7$197.2 million for the prior year periods, respectively. On a constant currency basis, given the change in the Euro and Argentine Peso against the U.S. Dollar in the fiscal quarter, revenue from Distribution increased to $80.0$74.0 million and to $149.7$223.6 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, respectively. The increase in distributionDistribution revenue infor the three month period was primarily driven by a focus on competitive pricing, prioritizingas highevidenced velocityby SKUsa 13% increase in average selling price, and thea 7% increase in units sold, reflecting greater emphasis on higher‑velocity SKUs, as well as favorable impactsforeign ofexchange impacts. The increase in Distribution revenue for the nine month period was primarily attributable to a 4% increase in average selling price, an 11% increase in volume, and favorable foreign exchange.exchange impacts.
Our Wellness segment net revenue remainedincreased consistentto at $14.6$16.4 million and increased to $29.8$46.2 million for the three and sixnine months ended NovemberFebruary 30,28, 20252026 compared to $14.6$14.1 million and $29.4$43.5 million from the prior year periods, respectively. On a constant currency basis for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, Wellness segment net revenue increased to $14.7$16.1 million and to $30.0$46.1 million, respectively. The increase in revenue was driven by our strategic focus on value-add innovations, including high protein super-seeds, better-for-you breakfast products, better-for-you snacking, and the continued success of our Hi-Ball clean energy drinks.drinks Additionally,which therecontributed wasapproximately continued$0.5 million and $2.6 million of incremental revenue during the three and nine months, respectively. In addition, the acquisition of Blue Sky Hemp Venture’s customer list contributed to the growth experiencedof our ingredients sales channel by approximately $1.1 million and $3.0 million of incremental revenue during the three and nine month periods, respectively. The remaining Wellness portfolio contributed approximately $0.6 million of revenue growth during the three month period, reflecting improved demand across certain product lines. However, for the nine month period, revenue from the remaining sales channels declined by approximately $2.1 million, primarily due to a shift in the ingredient channel as a resultone of newour customersupply acquisitions.agreements These trends were partially offset by challenges inwithin the clubClub retailer channel,channel. which weWe are actively addressing these challenges through targeted initiatives.initiatives aimed at improving distribution, assortment optimization, and promotional execution across our Club and Retail sales channels.
For the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, our gross profit and gross margin were as follows:
Beverage gross margin: For the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, our beverage segment generated gross margin of 31%32% and 35%,34%, respectively, which decreased from 40%36% and 40%39% generated in the prior year periods, respectively. Adjusted gross margin was 31%32% and 35%,34%, which decreased from 42%36% and 42%40% generated in the prior year periods, respectively. The change in the beverage gross margin and adjusted beverage gross margin for the three and sixnine months ended NovemberFebruary 30,28, 20252026 was driven by several factors, including our Craft Acquisition II, which historically has operated at a lower gross margin,margin of approximately 25%, declining overhead utilization as our revenue levels have declined, higher input costs and timing delays in realizing the full benefits of our Project 420 cost savings initiatives. Additionally, increased discounting to support sales volume resulted in discounts of 7.2% for the three month period compared to 4.7% in the prior quarter, and 6.6% for the nine month period compared to 4.1% in the prior year period, which negatively impacted margins and was partially offset by reductions in marketing expenditures.
Cannabis gross margin: For the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, our cannabis segment generated gross margin of 39%40% and 37%,38%, respectively, which increaseddecreased from 35%41% and remained consistent at 37%38% generated in the prior year periods, respectively. TheAlthough changeboth incannabis net revenue and gross marginprofit forincreased during the three and sixnine monthsmonth endedperiods, Novembergross 30,margin 2025remained largely unchanged. This was drivenprimarily due to price compression in international markets, which negatively impacted international cannabis revenue during the three and nine month periods by aapproximately higher$7.0 proportion of our sales being generated from international markets which has higher marginsmillion and lower$16.0 participationmillion, inrespectively, Canadiandespite wholesale markets which generates lower margins. These favorable impacts were offset by ourhaving increased participation in lower margin product categories in the Canadiangram adult-useequivalents cannabis market, as we continue to optimize our cost structure to eliminate negative margins in price competitive categories.sold.
Distribution gross margin: For the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, our distribution segment generated gross margin of 13%12% and 12%, respectively, which increased from 12%9% and remained consistent at 12%11% generated in the prior year periods, respectively,respectively. whichThe increase was attributedprimarily attributable to a favorable change in product mixmix, combinedas withevidenced foreignby exchangeincreases ratein improvements,average selling price of approximately 13% and 4% during the three and nine month periods, respectively, as well as initiatives undertaken to reduce input costs.
Wellness gross margin: For the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, our wellness segment generated gross margin of 32%33% and 32%, respectively, which increased from 31%32% and 31% in the prior year periods, respectively,respectively. Gross margin remained relatively consistent period over period as astrategic resultprice ofincreases alargely changeoffset unfavorable changes in productsales mix.
During the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, the changes in operating expenses were as follows:
Operating expenses are comprised of general and administrative, selling, amortization, marketing and promotion, research and development, change in fair value of contingent consideration, impairment of intangible assets and goodwill, other than temporary changes in fair value of convertible notes receivable, litigation costs, net of recoveries, restructuring costs and transaction costs (income), net. For the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, operating expenses decreased by $23.7$730.6 million and by $64.6$795.2 million to $79.8$81.3 million and $135.2$216.5 million when compared to $103.4$811.9 million and $199.7$1,011.7 million for the prior year periods, respectively. ThisThese decreases were primarily attributable to $699.2 million of non‑cash impairments of goodwill and intangible assets and a $20.0 million other‑than‑temporary decrease was primarily attributed toin the fair value of the MedMen convertible note recorded in the prior year quarter, which did not repeat in the current period. In addition, the nine month period ended February 28, 2026, had lower amortization expense in the current period, which resulted fromfollowing the intangible asset reductionimpairment recorded during the fiscal quarter ended May 31, 2025, asa well$15.0 as, amillion gain fromrelated to the change in fair value of the Montauk contingent consideration, and,and tolower aselling lesserand extent, a reduction in non-recurringnon‑recurring litigation, and restructuring costs. These decreases were partially offset by higher general and transaction costs, as well as sellingadministrative costs.
During the three and sixnine months ended NovemberFebruary 30,28, 20252026 and NovemberFebruary 30,28, 2024,2025, respectively, the changes in general and administrative costs when compared to the prior year period were as follows:
Salaries and wages remained consistent and increased by 3% during the three and nine months ended February 28, 2026, when compared to the prior year periods. Included in salaries and wages for the three and nine months ended February 28, 2026, were $0.5 million and $2.3 million, respectively, of retention payments compared to $1.5 million and $3.2 million for the prior year period, respectively. Additionally, period-over‑period variability was also impacted by changes in estimates related to discretionary compensation accruals.
Salaries and wages increased by 9% and by 5% during the three and six months ended November 30, 2025 when compared to the prior year periods, respectively. The increase during the three and six months ended November 30, 2025 was primarily due to the inclusion of employees from our Craft Acquisition II, which was effective as of September 1, 2024 and therefore, its salaries and wages were not included in the prior year first quarter and as a result of changes in estimates related to timing of compensation accruals. In addition, included in the six month period ended November 30, 2025, was $1.8 million of retention payments compared to $1.7 million in the prior year six month period ended November 30, 2024.
Office and general decreasedincreased by 12%34% and by 9%3% during the three and sixnine months ended NovemberFebruary 30,28, 20252026, when compared to the prior year period respectively. The decreaseincrease in the three and nine months ended February 28, 2026 was drivenprimarily bydue ourto ongoinga cost$0.7 savingmillion initiativesincrease despitein bad debt provisions within the distribution business, the inclusion of a full period of costs fromrelated ourto Craft Acquisition II, which was effective as of September 1, 2024.2024 and contributed approximately $0.6 million to the period‑over‑period variance, and the absence of a $0.3 million property tax refund recorded in the prior year quarter.
The Company recognized stock-based compensation expense of $12.3$13.7 million and $17.3$31.1 million for the three and sixnine months ended NovemberFebruary 30,28, 20252026, compared to $7.2$4.0 million and $14.2$18.2 million for the prior year period respectively. Stock-based compensation expense is basedprimarily ondriven theby time-based vesting schedules and variesmay accordingvary tobased theon assumptions used in thevaluation and vesting model.models. DuringThe increase during the three and sixnine monthsmonth endedperiods Novemberwas 30,primarily 2025,due stock-based compensation increased as a result ofto the recognition of expensesexpense related to the performance-based grantsawards following the establishment and approval of their performance criteria during the second fiscal quarter. As a result, performance-based awards contributed approximately $6.3 million and $12.1 million of expense during the three and nine month periods, respectively. Stock based compensation expense in the prior year periods was lower primarily due to the cancellation of certain performance-based awards.
Insurance expense decreased by 22%36% and decreased by 14%21% for the three and sixnine months ended NovemberFebruary 30,28, 20252026 to $2.5$1.9 million and $4.8$6.7 million from $3.2$2.9 million and $5.6$8.6 million for the prior year periodperiod, respectively due to lower premiums as a result of management’s decision to self-insure a portion of our property and casualty insurance.
Rent expense increased by 14%8% and decreased by 10%6% for the three and sixnine months ended NovemberFebruary 30,28, 20252026 to $1.2$0.8 million and $2.1$2.9 million compared to $1.0$0.7 million and $2.3$3.0 million for the prior year periods, respectively. Rent expense is predominantly comprised of operating lease expenses for our brew pubs and office spaces and varies period-over-period based on lease amortization schedules and common area maintenance costs.
For the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, the Company incurred selling costs of $11.8$10.6 million or 5% of net revenue and $24.7$35.3 million or 6% of net revenue as compared to $16.2$13.9 million or 8%7% of net revenue and $27.9$41.8 million or 7% of net revenue in the prior year period respectively. These costs relate to third-party shipping costs for all segments, in addition to distributor commission incurred by the cannabis segment, Health Canada cannabis fees, and patient acquisition and maintenance costs. The decrease in selling costs for the three and sixnine months ended NovemberFebruary 30,28, 20252026 iswas fromprimarily thedriven by lower freight costs incurred in the beverage segment asresulting a result offrom Project 420 cost ‑saving initiativesinitiatives, which improved freight as a percentage of sales by approximately 90 and 144 basis points for the three and nine month periods, respectively. In addition, lower freight costs in the Canadian cannabis segment following contract renegotiations improved freight as a percentage of sales by approximately 180 and 210 basis points for the three and nine month periods, respectively, and were further supported by lower commission rates experienced in the Canadian cannabis sales channels.
The Company incurred non-production related amortization charges of $4.4$5.1 million and $8.3$13.4 million for the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, compared to $22.9$23.2 million and $44.7$67.9 million in the prior year periodsperiods, respectivelyrespectively, based on depreciable capital and intangible assets useful lives. The decrease in the amortization expense is due to the lower carrying value of intangible assets as a result of the impairment charges recognized during the fiscal year ended May 31, 2025.
For the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, the Company incurred marketing and promotion costs of $10.0$8.7 million and $20.1$28.8 million compared to $9.7$6.8 million and $21.3$28.1 million for the prior year periods, respectively and was driven by variability in discretionary marketing spend.
Research and development costs were $0.1 million and $0.1$0.2 million during the three and sixnine months ended NovemberFebruary 30,28, 2025,2026, compared to $0.1 million and $0.2$0.3 million in the prior year periods, respectively. These costcosts relate to external expenditures associated with the development of new products.
A portion of the total consideration to be paid in connection with the Company’s acquisition of Montauk Brewing Company (“Montauk”) was contingent upon the achievement by Montauk of certain financial measures as of December 31, 2025. In the event that Montauk achieved either the pre-determined sales volume target or EBITDA target, then $15.0 million of contingent consideration would be deemed earned and payable. If both the sales volume target and the EBITDA target were achieved, an additional $3.0 million would be deemed earned and payable for a total contingent consideration payment of $18.0 million.
For the year ended, May 31, 2025, the Company assessed the estimated value of the contingent consideration liability as $15.0 million, which was estimated to be achieved based on management’s forecast, applying a probability of achievement of 100% for the sales volume target and 0% on the remaining criteria, which was not expected to be achieved as EBITDA targets were not forecasted to be met.
TLRY insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (3 insiders, 3 trade dates, 15,000 shares, about $69.2K) and open-market sales in 1 filing (1 insider, 1 trade date, 33,556 shares, about $232.9K). Net open-market shares: -18,556 (purchases minus sales); net value about -$163.7K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-26 | Simon Irwin D |
Option exercise | 408,605 | — | — |
| 2026-08-26 | Simon Irwin D |
Shares withheld for tax | 216,561 | $4.88 | $1.1M |
| 2026-08-26 | Simon Irwin D |
Option exercise | 803,563 | — | — |
| 2026-08-26 | Simon Irwin D |
Shares withheld for tax | 425,889 | $4.88 | $2.1M |
| 2026-08-26 | Merton Carl A |
Option exercise | 57,380 | — | — |
| 2026-08-26 | Merton Carl A |
Option exercise | 111,072 | — | — |
| 2026-08-26 | Merton Carl A |
Shares withheld for tax | 31,559 | $4.88 | $154.0K |
| 2026-08-26 | Merton Carl A |
Shares withheld for tax | 61,090 | $4.88 | $298.1K |
| 2026-08-26 | Gendel Mitchell |
Option exercise | 50,556 | — | — |
| 2026-08-26 | Gendel Mitchell |
Shares withheld for tax | 58,167 | $4.88 | $283.9K |
| 2026-08-26 | Gendel Mitchell |
Option exercise | 109,748 | — | — |
| 2026-08-26 | Gendel Mitchell |
Shares withheld for tax | 26,795 | $4.88 | $130.8K |
| 2026-08-26 | Faltischek Denise M |
Shares withheld for tax | 63,610 | $4.88 | $310.4K |
| 2026-08-26 | Faltischek Denise M |
Option exercise | 120,017 | — | — |
| 2026-08-26 | Faltischek Denise M |
Shares withheld for tax | 30,849 | $4.88 | $150.5K |
| 2026-08-26 | Faltischek Denise M |
Option exercise | 58,204 | — | — |
| 2026-08-06 | Gendel Mitchell |
Open-market purchase | 2,500 | $4.43 | $11.1K |
| 2026-08-04 | Merton Carl A |
Open-market purchase | 10,000 | $4.62 | $46.2K |
| 2026-08-03 | Faltischek Denise M |
Open-market purchase | 2,500 | $4.78 | $11.9K |
| 2026-07-30 | Simon Irwin D |
Shares withheld for tax | 62,353 | $4.20 | $261.9K |
| 2026-07-30 | Simon Irwin D |
Option exercise | 117,647 | — | — |
| 2026-07-30 | Merton Carl A |
Option exercise | 16,656 | — | — |
| 2026-07-30 | Merton Carl A |
Shares withheld for tax | 9,161 | $4.20 | $38.5K |
| 2026-07-30 | Gendel Mitchell |
Shares withheld for tax | 12,921 | $4.20 | $54.3K |
| 2026-07-30 | Gendel Mitchell |
Option exercise | 24,379 | — | — |
| 2026-07-30 | Faltischek Denise M |
Shares withheld for tax | 13,844 | $4.20 | $58.1K |
| 2026-07-30 | Faltischek Denise M |
Option exercise | 26,120 | — | — |
| 2026-07-29 | Simon Irwin D |
Option exercise | 428,448 | — | — |
| 2026-07-29 | Simon Irwin D |
Shares withheld for tax | 227,078 | $3.99 | $906.0K |
| 2026-07-29 | Merton Carl A |
Shares withheld for tax | 30,209 | $3.99 | $120.5K |
| 2026-07-29 | Merton Carl A |
Option exercise | 60,417 | — | — |
| 2026-07-29 | Gendel Mitchell |
Option exercise | 87,440 | — | — |
| 2026-07-29 | Gendel Mitchell |
Shares withheld for tax | 46,344 | $3.99 | $184.9K |
| 2026-07-29 | Faltischek Denise M |
Option exercise | 93,685 | — | — |
| 2026-07-29 | Faltischek Denise M |
Shares withheld for tax | 49,654 | $3.99 | $198.1K |
| 2026-07-29 | Persofsky Renah |
Option exercise | 43,104 | — | — |
| 2026-07-29 | Persofsky Renah |
Shares withheld for tax | 21,552 | $3.99 | $86.0K |
| 2026-07-29 | Looney Thomas P. |
Option exercise | 43,104 | — | — |
| 2026-07-29 | Herhalt Johann Michael |
Option exercise | 43,104 | — | — |
| 2026-07-29 | Herhalt Johann Michael |
Shares withheld for tax | 21,552 | $3.99 | $86.0K |
| 2026-07-29 | Cohen Steven Michael |
Option exercise | 43,104 | — | — |
| 2026-07-29 | Clanachan David F |
Option exercise | 43,104 | — | — |
| 2026-07-29 | Clanachan David F |
Shares withheld for tax | 21,552 | $3.99 | $86.0K |
| 2026-07-29 | Hopkinson David G. |
Option exercise | 43,104 | — | — |
| 2026-04-21 | Hopkinson David G. |
Open-market sale | 33,556 | $6.94 | $232.9K |
Well-known investors holding TLRY (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 868,147 | $3.9M | 0.0% | Added 6142% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 648,506 | $2.9M | 0.0% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 512,599 | $2.3M | 0.0% | Added 15% |
| D. E. Shaw & Co. | 2026-06-30 | 0 | $2.0M | 0.0% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 148,383 | $666.4K | 0.0% | Reduced 38% |
| Two Sigma Investments | 2026-06-30 | 135,870 | $610.1K | 0.0% | Reduced 26% |
| Millennium Management (Israel Englander) | 2026-06-30 | 31,200 | $140.1K | 0.0% | New position |