Tilray Brands, Inc. filings document the public-company record for a Nasdaq-listed global cannabis, beverage and wellness business. Recent 8-K disclosures cover operating results, material agreements, equity offering arrangements, unregistered common stock issuances in debt-for-equity exchanges, and the registered status of TLRY common stock on The Nasdaq Global Select Market.
The filing record also documents Tilray’s completed acquisition of BrewDog business operations and assets, including brewery, online, retail, brewpub and brand intellectual-property assets. Governance and capital-structure filings address stockholder votes, board and charter proposals, auditor ratification, executive-compensation advisory voting, and the company’s reverse stock split.
Tilray Brands, Inc. (TLRY) reported net revenue of $257.1 million for the three months ended August 31, 2026, compared with $209.5 million a year earlier.
Gross profit was $77.5 million, versus $57.5 million. Beverage net revenue was $101.5 million, compared with $55.7 million, while cannabis net revenue was $56.1 million, compared with $64.5 million. Tilray recorded an operating loss of $24.1 million and a consolidated net loss of $40.0 million, versus operating income of $2.1 million and net income of $1.5 million a year earlier. Operating activities used $16.5 million in cash, compared with $1.3 million.
In September 2026, Tilray issued 2,841,650 common shares in exchange for $12.0 million of principal on its TLRY 27 Notes; $52.0 million of principal remained outstanding as of October 8, 2026. Tilray also sold its 90% interest in Colcanna for nominal cash consideration, with the purchaser assuming the subsidiary’s liabilities. A credit-agreement amendment provides that financial covenants will not be tested for the quarter ended August 31, 2026, revises covenants for later periods, and limits future borrowing availability until covenant testing resumes.
Tilray Brands, Inc. reported record first-quarter fiscal 2027 net revenue of $257.1 million, up 23% from $209.5 million, and gross profit of $77.5 million, up 35%. Gross margin was 30%, compared with 27% a year earlier.
Beverage revenue rose 82% to $101.5 million, reflecting the BrewDog acquisition, while beverage gross margin was 41% versus 38%. Cannabis revenue fell to $56.1 million from $64.5 million; distribution revenue increased to $84.3 million from $74.0 million. EMEA revenue increased 71%, with growth led by medical cannabis, beverage and pharmaceutical distribution.
Tilray reported a $40.0 million net loss, compared with $1.5 million net income, driven predominantly by non-cash charges; adjusted net loss was $3.0 million. Adjusted EBITDA was $9.2 million, down from $10.2 million, including approximately $1.7 million of global fuel surcharges. Operating activities used $16.5 million in cash, compared with $1.3 million in the prior-year quarter. Cash, restricted cash and marketable securities totaled $221.4 million at August 31, 2026, and total outstanding debt was reduced by $42 million fiscal year to date. Tilray reaffirmed its expectation for fiscal 2027 adjusted EBITDA of $68 million to $75 million.
Tilray Brands, Inc. asks stockholders to vote at its virtual annual meeting on November 18, 2026, on three proposals: elect David Clanachan, Renah Persofsky and Irwin D. Simon as Class II directors; ratify PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending May 31, 2027; and approve the Governance Proposal. 147,782,141 common shares were outstanding as of September 24, 2026, and 49,260,714 shares must be represented for a quorum. If the Governance Proposal is approved, all seven current directors will stand for re-election at the 2027 annual meeting.
For fiscal 2026, Tilray awarded $0 in annual incentive payments to named executive officers after not meeting all financial and operating targets. Adjusted EBITDA was $61.1 million against a $62 million target, net cash was $1 million against a $50 million target, and revenue was approximately 10% below target goals. The company said it completed the Carlsberg venture, which is expected to improve facility utilization. Retention awards paid in August 2025 required continued employment for one year, with repayment conditions for specified departures before August 31, 2026. Approximately 65% of votes cast supported the executive compensation program in the 2025 say-on-pay vote.
Tilray Brands, Inc. (TLRY) is soliciting proxies for its November 18, 2026 virtual annual meeting, where stockholders will vote on electing three Class II directors (Renah Persofsky, David Clanachan, Irwin D. Simon), ratifying PricewaterhouseCoopers LLP as auditor for the year ending May 31, 2027, and approving a Governance Proposal requiring a 66 2/3% vote.
The record date is September 24, 2026, with 147,782,141 shares of common stock outstanding; one-third of voting power (about 49.3 million shares) is needed for a quorum. The seven‑member board is classified into three classes, with six directors deemed independent; Chief Executive Officer Irwin D. Simon also serves as Board Chair, with Renah Persofsky as independent Vice Chair/Lead Director.
Non‑employee directors receive a $140,000 annual cash retainer plus a $250,000 RSU grant, with additional fees for committee chairs and a $90,000 lead independent director retainer. For fiscal 2026, the company missed key financial targets (Adjusted EBITDA of $61.1 million versus a $62 million goal, net cash of $1 million versus a $50 million goal and segment revenue about 10% below targets), so executives received $0 under the annual bonus plan, though retention cash awards were paid in August 2025. CEO base salary was $2,057,580, and all current executives and directors together beneficially own about 1.60% of outstanding shares.
Tilray Brands, Inc. (TLRY) completed private debt-for-equity exchange transactions between August 31, 2026 and September 8, 2026, issuing 2,841,650 shares of common stock in exchange for $12 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027.
The common shares were issued in unregistered exchanges relying on the Section 3(a)(9) exemption under the Securities Act of 1933, as exchanges with existing security holders where no commission or other remuneration was paid for soliciting the transactions.
Tilray Brands, Inc. (TLRY) reported that President and CEO Irwin D. Simon had performance-based restricted stock units convert into 1,212,168 shares of common stock on August 26, 2026, through derivative exercises. In connection with the vesting of these 2023 EBITDA PSUs, 642,450 shares of common stock were disposed of at $4.88 per share to satisfy tax withholding obligations, with the remaining shares retained as common stock. Footnotes state that the Compensation Committee certified achievement of 96.4% of the cumulative performance target, resulting in a 92.8% payout of the 2023 EBITDA PSU awards, each unit representing one share of Tilray common stock.
Tilray Brands, Inc. (TLRY) reported insider equity activity by Chief Financial Officer Carl A. Merton. On August 26, 2026, he exercised performance-based restricted stock units (2023 EBITDA PSUs) into 168,452 shares of common stock. Of these, 92,649 shares were withheld at $4.88 per share to satisfy tax withholding on vesting. The Compensation Committee certified achievement of 96.4% of the cumulative performance target, resulting in a 92.8% payout of the 2023 EBITDA PSU awards.
Tilray Brands, Inc. (TLRY) reported that its Global General Counsel, Mitchell Gendel, settled performance-based equity awards tied to 2023 EBITDA goals. On August 26, 2026, he exercised performance based restricted stock units (2023 EBITDA PSUs) into common stock, with a total of 160,304 PSUs converting into an equal number of Tilray common shares. In connection with vesting, 84,962 shares of common stock were withheld by the company at $4.88 per share to satisfy tax withholding obligations. The Compensation Committee certified achievement of 96.4% of the cumulative performance target for the June 1, 2023–May 31, 2026 period, resulting in a 92.8% payout of the 2023 EBITDA PSU awards.
Tilray Brands, Inc. (TLRY) reported that Chief Strategy Officer Denise M. Faltischek had performance-based restricted stock units ("2023 EBITDA PSUs") vest and convert into common stock on August 26, 2026. A total of 58,204 and 120,017 PSUs converted into an equal number of Tilray common shares. To cover tax obligations upon vesting, 30,849 and 63,610 shares were withheld by the company at a price of $4.88 per share rather than being delivered. The compensation committee certified 96.4% achievement of the three-year cumulative EBITDA performance target, resulting in a 92.8% payout of the 2023 EBITDA PSU awards, with part of one award settled in cash instead of additional shares.