Tilray Brands Announces Implementation of Previously Approved 1-for-10 Reverse Stock Split

Rhea-AI Summary

Tilray Brands (Nasdaq: TLRY) will implement a 1-for-10 reverse stock split, effective at 4:01 pm ET on December 1, 2025, with shares trading on a split-adjusted basis on December 2, 2025 under the same ticker TLRY and new CUSIP 88688T209.

Every ten issued and outstanding shares will be combined into one share, reducing outstanding common stock from approximately 1.16 billion to 116 million. Fractional shares will be paid in cash. The company said the split aims to align share count with peers, attract institutional investors, and reduce annual meeting costs by up to $1 million on a run-rate basis. Stockholders of record will receive transaction statements; brokerage positions will be adjusted automatically.

Positive

• Outstanding shares reduced from 1.16B to 116M
• Expected up to $1M annual run-rate savings on annual meeting costs
• Company expects improved appeal to institutional shareholders

Negative

• Fractional shares will be paid in cash in lieu (no fractional share issuance)

Key Figures

Reverse split ratio 1-for-10 Common stock reverse split effective December 1, 2025

Effective time 4:01 pm ET Reverse split effective time on December 1, 2025

Split-adjusted trading date December 2, 2025 First day of split-adjusted trading on Nasdaq and TSX

New CUSIP 88688T209 CUSIP for Tilray common stock post-split

Pre-split shares 1.16 billion shares Approximate common shares outstanding before reverse split

Post-split shares 116 million shares Approximate common shares outstanding after reverse split

Annual cost savings $1 million Estimated annual meeting cost savings from reverse split

Market Reality Check

$9.18 Last Close

Volume Volume 4,115,846 is below the 20-day average of 5,787,493 (relative volume 0.71x). normal

Technical Price at 8.43 with 200-day moving average reported at 8.43, indicating trade near long-term trend.

Peers on Argus

Peers show mixed, generally modest moves today (e.g., AMPH +0.35%, DVAX -0.82%, HROW +1.98%), suggesting TLRY trading was driven more by company-specific factors than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Holiday drink guide	Positive	+2.6%	Holiday drink gift guide featuring craft beers, spirits and THC beverages.
Dec 04	Cannabis gift guide	Positive	+2.6%	Cannabis holiday gift guide showcasing leading Canadian products and SKUs.
Nov 26	Reverse stock split	Neutral	+4.8%	Announcement of 1-for-10 reverse stock split with new CUSIP and share reduction.
Nov 24	Product launch	Positive	+6.5%	Launch of Good Supply vape products in Québec following legalization of vaping.
Nov 17	Investor presentation	Positive	+0.0%	Updated investor presentation outlining diversified CPG growth strategy.

Pattern Detected

Recent company-specific news, including prior reverse split actions and product or marketing updates, has more often been followed by modest positive price reactions than by negative or flat moves.

Recent Company History

Over the last few months, Tilray has highlighted strategic positioning and brand activity, including an updated investor presentation on Nov 17, 2025, new vape product launches in Québec on Nov 24, 2025, and holiday drink and cannabis gift guides on Dec 4, 2025. The current reverse stock split implementation, first detailed on Nov 26, 2025, follows earlier stockholder approval and continues a sequence of actions focused on capital structure and branding.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-09

$51,597,980 registered capacity

An effective S-3ASR shelf filed on 2025-10-09 registers up to $51,597,980 of common stock via a forward ATM program and other securities, providing the company flexibility to raise capital or facilitate resales over time, which can introduce dilution if utilized.

Market Pulse Summary

This announcement finalized Tilray’s previously approved 1-for-10 reverse stock split, effective at 4:01 pm ET on December 1, 2025, with split-adjusted trading beginning December 2, 2025. The move reduces outstanding shares from about 1.16 billion to 116 million and targets up to $1 million in annual meeting cost savings. Investors may track how this capital-structure change interacts with the existing $51,597,980 ATM capacity and broader strategic updates.

Key Terms

reverse stock split financial

"announced that it will implement a one-for-ten reverse stock split of the Company’s common stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

cusip financial

"trading on a split-adjusted basis under the same symbol (TLRY) when the markets open on December 2, 2025, with the new CUSIP number of 88688T209"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

fractional shares financial

"Fractional shares will not be issued. Instead, stockholders will receive cash in lieu"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

AI-generated analysis. Not financial advice.

Common Stock Expected to Begin Trading on a Split-Adjusted Basis on December 2, 2025

NEW YORK, Nov. 26, 2025 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray Brands”, “Tilray” or “the Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the global cannabis, beverage, and wellness industries, today announced that it will implement a one-for-ten reverse stock split of the Company’s common stock (the “Reverse Stock Split”), as previously approved at the special meeting of stockholders held on June 10, 2025.

The Reverse Stock Split is expected to be effective at 4:01 pm Eastern Time on December 1, 2025 (the “Effective Date”) and shares of the Company’s common stock will begin trading on a split-adjusted basis under the same symbol (TLRY) when the markets open on December 2, 2025, with the new CUSIP number of 88688T209.

As previously disclosed, Tilray’s stockholders approved, at a special meeting of stockholders held on June 10, 2025, a proposal authorizing an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to effect a reverse stock split of its common stock at a ratio within the range of not less than one-for-ten and not more than one-for-twenty, as set by the Board of Directors.

The Reverse Stock Split is expected to achieve several objectives, including:

• Aligning Tilray’s number of shares outstanding with companies of similar size and scope;
• Making Tilray more attractive to institutional shareholders; and
• Reducing expenditures associated with Tilray’s Annual Meeting of Stockholders, resulting in up to $1 million in cost savings on an annual run rate basis.
  
  

As of the Effective Date, every ten issued and outstanding shares of common stock will be automatically combined and converted into one share, reducing the number of shares of the Company’s outstanding common stock from approximately 1.16 billion shares to 116 million shares. Fractional shares will not be issued. Instead, stockholders will receive cash in lieu of any fractional shares that would have been created by the Reverse Stock Split. The Reverse Stock Split is not expected to affect any stockholder’s ownership percentage of the Company’s common stock, except to the extent that it would result in any stockholder owning a fractional share.

Pacific Stock Transfer will act as the paying agent for the Reverse Stock Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings. Stockholders owning shares via a broker, bank, trust or other similar organization will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such organization's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

For answers to frequently asked questions regarding the Reverse Stock Split, investors are encouraged to visit our dedicated FAQ page here: https://ir.tilray.com/investor-resources/faqs

About Tilray Brands

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

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

Cautionary Statement Concerning Forward-Looking Statements

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

Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the anticipated implementation of the Reverse Stock Split, the expected date for commencement of trading our shares on a split-adjusted basis and its anticipated impact on stockholders’ ownership percentage; the Company’s ability to become a leading lifestyle consumer packaged goods company; the Company’s ability to become a leading beverage alcohol Company; the Company’s ability to achieve long term profitability; the Company’s ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular business lines and markets; the Company’s ability to successfully achieve revenue growth, margin and profitability improvements, production and supply chain efficiencies, synergies and cost savings; the Company’s ability to achieve fiscal year 2026 financial guidance, including expected Adjusted EBITDA of $62 to $72 million and synergy optimizations; the Company’s expected revenue growth, sales volume, profitability, synergies and accretion related to any of its acquisitions; expected opportunities in the U.S., including upon U.S. federal cannabis legalization or rescheduling; the Company’s ability to successfully leverage artificial intelligence strategies; the Company’s anticipated investments and acquisitions, including in organic and strategic growth, partnership efforts, product offerings and other initiatives; and the Company’s ability to commercialize new and innovative products.

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

Contacts:
Investor Relations
investors@tilray.com   
Pro-TLRY@prosek.com  

Media
news@tilray.com

FAQ

When will Tilray (TLRY) reverse stock split take effect?

The reverse split is effective at 4:01 pm ET on December 1, 2025, with split-adjusted trading beginning on December 2, 2025.

What is the reverse split ratio for Tilray (TLRY) and how will shares change?

Tilray will implement a 1-for-10 reverse split, combining every ten shares into one and reducing shares from ~1.16 billion to ~116 million.

Will Tilray (TLRY) issue fractional shares after the reverse split?

No; fractional shares will not be issued—stockholders will receive cash in lieu of any fractional shares.

Will Tilray's (TLRY) ticker or CUSIP change after the reverse split?

The ticker remains TLRY; the new CUSIP after the split will be 88688T209.

How will the reverse split affect Tilray (TLRY) shareholders' ownership percentage?

The company says the reverse split is not expected to affect any stockholder's ownership percentage, except for fractional-share cash-outs.

How will brokerage-held Tilray (TLRY) shares be handled for the reverse split?

Positions held through brokers, banks, or trusts will be automatically adjusted per each organization's processes; no action is required by those stockholders.