Welcome to our dedicated page for TILRAY BRANDS SEC filings (Ticker: TLRY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page compiles Tilray Brands, Inc. (TLRY) filings with the U.S. Securities and Exchange Commission, providing a structured view of the company’s regulatory disclosures. As a Nasdaq-listed issuer, Tilray uses SEC reports to communicate financial performance, governance matters, capital structure changes, and other material events related to its cannabis, beverage, wellness, and distribution businesses.
Current and periodic reports such as Form 8-K and the annual proxy statement offer insight into Tilray’s corporate actions and shareholder decisions. Recent 8-K filings describe, for example, the approval and implementation of a one-for-ten reverse stock split of Tilray’s common stock, including the effective date, trading on a split-adjusted basis, and the stated objectives of aligning shares outstanding with peers, appealing to institutional investors, and reducing annual meeting costs. Other 8-Ks report on annual meeting voting results, unregistered sales of equity securities in debt-for-equity exchanges, and the release of earnings press statements.
Proxy materials such as the definitive proxy statement (DEF 14A) detail board structure, director elections, auditor ratification, advisory votes on executive compensation, and proposed governance changes. These documents explain how Tilray’s board is classified, what proposals are presented to stockholders, and how the company conducts its virtual annual meetings.
Investors also look to Tilray’s Forms 10-K and 10-Q (accessible through EDGAR) for segment information across cannabis, beverage, wellness, and distribution, as well as discussions of non-GAAP measures like adjusted EBITDA, adjusted gross profit, and net (debt) cash referenced in earnings releases. Form 4 and related insider transaction reports, when filed, can be used to monitor share transactions by Tilray’s officers, directors, and significant shareholders.
On Stock Titan, Tilray’s SEC filings are updated in near real time from EDGAR, and AI-powered summaries help explain the key points of lengthy documents such as annual reports, quarterly reports, and complex 8-Ks. This allows users to quickly understand changes in capital structure, governance, and financial performance without reading every page, while still having direct access to the full filings for deeper analysis.
Tilray Brands, Inc. reported higher sales and sharply reduced losses for the quarter ended February 28, 2026. Net revenue rose to $206.7M from $185.8M, led by cannabis, distribution and wellness, while beverage revenue declined year over year.
Gross profit was $55.0M, up slightly from $52.0M. The company posted an operating loss of $26.4M and a net loss of $25.2M, a dramatic improvement from the prior year’s impairment‑driven losses. For the first nine months, net revenue reached $633.7M and net loss narrowed to $67.2M, with basic and diluted loss per share improving to $0.65. Tilray ended the period with $204.6M in cash and equivalents plus $44.9M of restricted cash, while total liabilities were $549.1M and stockholders’ equity was $1.53B.
Tilray Brands reported record Q3 fiscal 2026 net revenue of $206.7 million, up 11% from $185.8 million, driven by cannabis and distribution growth. Gross profit reached a record $55.0 million, up 6%, with a 27% gross margin.
GAAP net loss sharply improved to $25.2 million from $793.5 million, while adjusted net income turned positive at $2.4 million or $0.02 per share. Adjusted EBITDA grew 19% to $10.7 million. Cannabis net revenue rose 19% to $64.8 million, including 73% international cannabis growth and 8% combined Canadian adult-use and medical growth, partly offset by lower beverage revenue.
Tilray closed Q3 with $264.8 million in cash, restricted cash and marketable securities and a net cash position of $3.5 million. The company reconfirmed fiscal 2026 adjusted EBITDA guidance of $62–$72 million, implying 13–31% growth versus fiscal 2025. A ~£40 million cash acquisition of BrewDog, completed after quarter end, is expected to expand its global craft beverage platform.
Tilray Brands, Inc. has completed the acquisition of key BrewDog assets for total consideration of £33 million (approximately US $44.1 million). The deal gives Tilray the BrewDog global brand and intellectual property, UK brewing operations, online and retail businesses, and 11 strategic brewpubs in the UK and Ireland.
These brewing and related operating assets are expected to generate about ~$200 million in annual net revenue and ~$6–$8 million of adjusted EBITDA in fiscal 2027, with the acquired business anticipated to become cash flow positive beginning in fiscal 2027. With BrewDog, Tilray projects its global beverage platform to reach roughly ~$500 million in annual revenue and its diversified global business to about ~$1.2 billion in annualized revenue in fiscal 2027.
Tilray Brands, Inc. reported higher sales but continued losses for the quarter ended November 30, 2025. Net revenue reached $217.5 million, up from $211.0 million a year earlier, driven by modest growth in cannabis, distribution, and wellness, partially offset by lower beverage sales. For the first six months of the fiscal year, net revenue was $427.0 million compared with $411.0 million in the prior-year period.
The company posted a quarterly net loss of $43.5 million, an improvement from a $85.3 million loss a year ago, with net loss per share narrowing to $(0.41) from $(0.99). Operating loss also improved as restructuring and amortization expenses declined. Tilray ended the quarter with $246.7 million in cash and cash equivalents and $44.8 million in marketable securities, while carrying $155.6 million of long-term debt (net of fees) and $86.3 million in convertible debentures.
During the period, Tilray completed a one-for-ten reverse stock split, and all share and per-share figures have been retrospectively adjusted. Shares outstanding were 116.5 million as of January 6, 2026. The company also exercised and retired all remaining warrants and modestly reduced the principal outstanding on its TLRY 27 convertible notes.
Tilray Brands director Steven Michael Cohen reported the vesting of 12,438 Restricted Stock Units (RSUs) and acquisition of 12,438 common shares. On January 7, 2026, these RSUs vested, with each unit converting into one share of Tilray common stock, leaving him with 12,438 directly owned common shares and no remaining RSUs. The transaction is coded as an M transaction, reflecting the conversion from derivative (RSUs) to non-derivative common stock, at a reported common stock price of $8.99 on the transaction date.
The company previously implemented a 1-for-10 reverse stock split effective December 2, 2025, and all RSU and share amounts in this report are adjusted to reflect that split. This filing reflects an equity award vesting rather than an open-market purchase or sale.
Tilray Brands, Inc. filed a current report to disclose that it has released updated information on its results of operations and financial condition. The company states that on January 8, 2026, it issued a press release and has attached this press release as Exhibit 99.1 to the report, incorporating it by reference. The filing is made under the standard disclosure item for operating results and financial condition and does not itself include detailed financial figures, instead directing readers to the accompanying press release for specifics.
Tilray Brands, Inc. is implementing a 1-for-10 reverse stock split of its common stock, as approved by stockholders at a prior special meeting. The reverse split becomes legally effective at 4:01 p.m. Eastern on December 1, 2025, and Tilray’s common stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market and the Toronto Stock Exchange on December 2, 2025 under the existing symbol TLRY, with a new CUSIP number 88688T209.
On the effective date, every ten shares of issued, outstanding, or treasury common stock will automatically be reclassified into one share, while the par value remains $0.0001 per share. No fractional shares will be issued; instead, fractional amounts will be rounded down and paid out in cash, handled by Pacific Stock Transfer as paying agent. The company states it aims to align its share count with peers, appeal more to institutional holders, and reduce annual meeting costs, while indicating that each stockholder’s percentage ownership and voting power will generally remain the same aside from rounding effects.
Tilray Brands, Inc. reported the results of its 2025 annual meeting of stockholders. Stockholders re-elected Class I director John Herhalt, with 85,540,003 votes for and 23,445,500 withheld, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm with 402,964,551 votes for.
The non-binding advisory vote on named executive officer compensation was supported by approximately 70% of stockholder votes, with 72,869,843 for and 31,887,041 against. A proposal to amend the certificate of incorporation to declassify the board and remove directors without cause did not receive the required majority of outstanding shares, receiving 93,618,416 votes for and 12,215,984 against.
Tilray Brands, Inc. filed a Form 8-K to share an updated investor presentation with the market. The company furnished the presentation as Exhibit 99.1 under Regulation FD, indicating it has been prepared and posted on its investor relations website. Tilray specifies that this material is being furnished, not filed, so it is not subject to Section 18 liability of the Exchange Act and is not automatically incorporated into other Securities Act or Exchange Act filings.
Tilray Brands, Inc. (TLRY) files an S-3ASR prospectus supplement to register securities for sale from time to time, including a forward ATM program to offer up to $51,597,980 of common stock under an Equity Distribution Agreement with TD Securities (USA) LLC and Jefferies LLC, issuance of up to 3,133 common shares upon warrant exercise, and resale of up to 8,617,068 shares by a selling stockholder. The document restates basic capital structure: 1,416,000,000 authorized common shares, 10,000,000 undesignated preferred shares, and 1,131,480,234 common shares outstanding as of October 9, 2025. It summarizes possible securities (debt, preferred, warrants) and mechanics for offerings, global book-entry arrangements via DTC, and transfer/agent information; Pacific Stock Transfer Company is transfer agent. The filing highlights forward-looking statements about revenue, synergies from recent acquisitions (including HEXO and craft beer acquisitions), regulatory and operational risks, potential volatility, dilution from warrants/convertibles, and dependence on licenses and international permits.