Tilray (NASDAQ: TLRY) targets ~$200M revenue boost with BrewDog deal

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

Transformative beverage expansion: Tilray acquires BrewDog’s global brand, UK brewing operations and 11 brewpubs for £33 million, with the assets expected to deliver ~$200 million in annual net revenue and ~$6–$8 million of adjusted EBITDA, supporting a projected ~$1.2 billion in annualized revenue in fiscal 2027.

Negative

None.

Insights

Tilray adds BrewDog assets, targeting ~$200M revenue and scaled beverage platform growth.

Tilray has acquired BrewDog’s global brand and IP, UK brewing operations and 11 profitable brewpubs for £33 million. Management expects these assets to generate about ~$200 million in annual net revenue and adjusted EBITDA of ~$6–$8 million in fiscal 2027, with the acquired business turning cash flow positive that year.

This transaction is framed as central to Tilray’s beverage strategy, expanding its craft beer and beverage footprint and providing scaled brewing capacity and distribution outside the U.S. Management also notes that, with BrewDog, the total beverage platform is expected to reach roughly ~$500 million in annual revenue and the diversified global business about ~$1.2 billion in annualized revenue in fiscal 2027.

Execution will depend on effectively integrating BrewDog operations, realizing the stated operational efficiencies and delivering the targeted revenue and EBITDA. The company also highlights separate negotiations for additional BrewDog assets in the U.S. and Australia, which are expected to be finalized and closed in approximately 30 days, adding another potential layer to its beverage expansion.

03/02/2026 - 04:31 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2026

Tilray Brands, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38594	82-4310622
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

265 Talbot Street West,
Leamington, ON		N8H 5L4
(Address of Principal Executive Offices,		(Zip Code)

(844) 845-7291

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading	Name of each exchange on which registered
	Symbol(s)
Common Stock, $0.0001 par value per share	TLRY	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On March 2, 2026, Tilray Brands UK Ltd (“Tilray UK”), a company registered in the United Kingdom and wholly owned and controlled by Tilray Brands, Inc. (the “Company”), entered into a Business and Asset Sale Agreement (the “Purchase Agreement”). Under the Purchase Agreement, 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 transactions contemplated by the Purchase Agreement closed on the same date as the date of the Purchase Agreement. Prior to the administration, the BrewDog Group operated as a multinational brewery and pub chain based in Ellon, Aberdeenshire, Scotland. The Company has agreed to guarantee the obligations of Tilray UK under the terms of the Purchase Agreement. The aggregate purchase price for the acquired business and assets acquired is £33,000,000 (or approximately US $44.1 million). Substantially all liabilities of the BrewDog Group arising prior to the closing of the transaction will remain with the BrewDog Group and were not assumed by Tilray UK, subject to certain customary exceptions..

The acquisition includes the brewery located in Ellon, Aberdeenshire, Scotland, the on-line 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 parties have provided customary representations, warranties and covenants for transactions in an pre-packaged administration, and Tilray UK has agreed to certain indemnification rights of the administrators under the Purchase Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8‑K is incorporated herein by reference.

The foregoing descriptions of the Purchase Agreement and the transaction set forth under Item 1.01 do not purport to be complete and are qualified in its entirety by reference to the Purchase Agreement, a copy of which will be filed as an amendment to this Current Report on Form 8-K.

Item 8.01 Other Events.

On March 2, 2026, the Company issued a press release announcing the BrewDog transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8‑K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated March 2, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Tilray Brands, Inc.
Date: March 2, 2026
	By: /s/ Mitchell Gendel
	Name: Mitchell Gendel Title: Global General Counsel

Exhibit 99.1

Tilray Brands Acquires BrewDog, a Leading Global Craft Brand, Creating a ~$500 Million Global Craft Beer and Beverage Platform

Accretive Acquisition of Select Assets Includes Global Brand, UK Brewing Operations and 11 Strategic Brewpubs

Expected to Generate ~$200 Million in Annual Net Revenue and ~$6 - $8 Million of Adjusted EBITDA in Fiscal 2027

Tilray’s Global Consolidated Net Revenue Expected to Reach ~$1.2 Billion on an Annualized Basis¹

Conference Call Scheduled for 12:30pm ET

NEW YORK & LONDON — March 2, 2026 — Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a leading global lifestyle and consumer packaged goods company at the forefront of the beverage, cannabis and wellness industries, today completed the acquisition of certain highly strategic assets of BrewDog’s global platform, including the global brand and related intellectual property, the UK brewing operations and eleven strategic brewpubs in the United Kingdom and Ireland, for a total consideration of £33 million. Tilray is separately negotiating to acquire certain BrewDog assets in the United States and Australia.

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 & 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. For Tilray, the acquired asset portfolio presents a significant opportunity for growth in the UK and previously untapped international markets.

Irwin D. Simon, Chairman and Chief Executive Officer, Tilray Brands, stated, “BrewDog is one of the most iconic, mission-driven craft beer brands in the UK. It helped redefine modern craft beer through bold innovation, fearless creativity and an unwavering commitment to great beer. What makes BrewDog truly special has always been its brewers, its brewpubs and its passionate community of beer fans. As we begin a new chapter for this great brand, our priority is to refocus BrewDog on the craft beer excellence that made it beloved in the first place and strategically invest to return the operations to profitable growth. BrewDog’s future is bright, and we are committed to ensuring the brand continues to lead and inspire the global craft beer movement.”

Mr. Simon continued, “Tilray’s management brings operational and strategic expertise, a diversified global beverage infrastructure and a disciplined investment approach needed to unlock BrewDog’s next phase of growth. In addition, my team and I have significant experience in the UK market where we previously built an ~ $1.5 billion consumer packaged goods business at my prior company with beloved brands, including Ella’s Kitchen, Hartleys, Tilda, New Covent Garden and Linda McCartney. With the BrewDog acquisition, our total global beverage platform is expected to grow to ~$500 million in annual revenue, creating one of the largest diversified craft beverage platforms globally. Through this expanded platform, we see significant growth opportunity for BrewDog through broader distribution and the ability to invest back into brand and innovation, while introducing Tilray’s complementary beverage brands into international markets. On a combined basis, we expect Tilray’s diversified global business to reach ~$1.2 billion in annualized revenue¹.”

Acquisition Advances Tilray’s Global Beverage Strategy

Tilray has built a diversified beverage portfolio spanning craft beer, spirits, energy drinks, water and emerging categories. Expanding Tilray’s established U.S. beverage brands into international markets is a strategic priority and a natural next phase of growth. The addition of BrewDog accelerates our ability to enter new markets by providing scaled brewing capacity outside the U.S., an established international distribution network and a premier brewpub and hospitality infrastructure in the UK and select international markets.

Transaction Overview

Under the terms of the transaction, Tilray paid £33 million in exchange for BrewDog’s worldwide intellectual property, UK brewing operations and a portfolio of eleven premier and profitable brewpubs including Birmingham, Canary Wharf, Dogtap Ellon, Dublin, Edinburgh DogHouse, Lothian Road, Manchester, Paddington, Seven Dials, Tower Hill, and Waterloo. These brewing and related operating assets are expected to generate annual net revenue of ~$200 million and adjusted EBITDA of ~$6 - ~$8 million. The acquired business is expected to become cash flow positive beginning in fiscal 2027 as integration initiatives and operational efficiencies are realized. The proposed U.S. and Australia components of the acquisition will be subject to a separate purchase agreement to be negotiated by the parties and is expected to be finalized and closed in approximately 30 days.

Due to customary licensing transfer timelines associated with brewing operations, Tilray does not anticipate a meaningful EBITDA contribution in the fourth quarter of fiscal 2026, and brewing revenues in early fiscal 2027 may temporarily reflect timing differences related to license transfers following closing.

Advisors

Jefferies LLC acted as financial advisor, and Proskauer Rose LLP acted as external legal counsel to Tilray Brands.

Conference Call Details

Tilray Brands will host a live teleconference today, Monday, March 2, 2026, at 12:30pm Eastern Time to discuss the transaction. Investors may join the live event through the Events & Presentations section of Tilray’s Investor Relations website. A replay will be available and archived on the Company’s website.

About Tilray Beverages

Tilray Beverages, a division of Tilray Brands, is a leading beverage platform with a diverse portfolio of award-winning craft beers, spirits, non-alcoholic beverages and functional drinks. Its portfolio includes 10 Barrel Brewing, Alpine Beer, Atwater Brewery, Blue Point Brewing Company, Breckenridge Brewery, Breckenridge Distillery, Casa Breck, Green Flash Brewing Company, Hi*Ball Energy, Hop Valley Brewing Co., Liquid Love, Mock One, Montauk Brewing Company, Mountain Shot, Redhook Brewery, Revolver Brewing, Shock Top, Square Mile Cider, SweetWater Brewery, Terrapin Beer and Widmer Brothers. Leveraging state-of-the-art production facilities and a robust distribution network, Tilray Beverages is focused on expanding premium and mainstream beverage offerings across the United States and international markets.

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.

Forward-Looking Statements
Certain statements in this communication that are not historical facts 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,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses, or current expectations concerning, among other things, the Company’s ability to achieve revenue and EBITDA targets from the BrewDog acquisition, and to be cash flow positive by beginning in the first quarter of fiscal 2027 from expected integration initiatives and operational efficiencies. 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. Forward‑looking statements in this communication also include statements regarding the Company’s market positioning, ability to effectively leverage and scale Tilray’s brewing operations and drive revenue growth. For a more detailed discussion of these risks and other factors, see the most recently filed annual information form of Tilray and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of Tilray 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.

¹Expected to reach an annualized revenue of $1.2 billion in fiscal 2027.

Contacts:

Media

news@tilray.com

tilray@prosek.com

Investor Relations

investors@tilray.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Tilray Brands (TLRY) acquire from BrewDog in this transaction?

Tilray acquired BrewDog’s worldwide brand and intellectual property, UK brewing operations, online and retail businesses, and 11 strategic and profitable brewpubs across the United Kingdom and Ireland, all for total consideration of £33 million as part of a pre-packaged administration process.

How much is Tilray paying for the BrewDog assets and in what currency?

Tilray is paying a total purchase price of £33 million, described as approximately US $44.1 million. This consideration covers BrewDog’s global intellectual property, UK brewing operations, and eleven premier brewpubs located in key cities in the United Kingdom and Ireland.

What financial contribution are BrewDog’s assets expected to make to Tilray (TLRY)?

Tilray expects the acquired BrewDog brewing and related operating assets to generate about ~$200 million in annual net revenue and adjusted EBITDA of approximately ~$6–$8 million in fiscal 2027, with the acquired business anticipated to become cash flow positive beginning in fiscal 2027 as efficiencies are realized.

How will the BrewDog acquisition affect Tilray’s overall revenue base?

With BrewDog, Tilray projects its total global beverage platform will grow to roughly ~$500 million in annual revenue. On a combined basis, management expects Tilray’s diversified global business to reach about ~$1.2 billion in annualized revenue in fiscal 2027, significantly scaling its beverage footprint.

Did Tilray assume BrewDog’s existing liabilities in this deal?

Substantially all liabilities of the BrewDog Group arising prior to closing will remain with the BrewDog Group and were not assumed by Tilray UK, subject to certain customary exceptions. Tilray UK instead acquired designated business operations and assets through the pre-packaged administration process in Scotland.

Are there plans for Tilray (TLRY) to acquire additional BrewDog assets outside the UK?

Tilray is separately negotiating to acquire certain BrewDog assets in the United States and Australia. The parties expect these U.S. and Australia components to be governed by a separate purchase agreement that is anticipated to be finalized and closed in approximately 30 days, expanding the global footprint.

When is Tilray holding a conference call to discuss the BrewDog acquisition?

Tilray scheduled a live teleconference on Monday, March 2, 2026, at 12:30pm Eastern Time to discuss the BrewDog transaction. Investors can access the event through the Events & Presentations section of Tilray’s Investor Relations website, with a replay available and archived online afterward.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 18.9 KB

Tilray (NASDAQ: TLRY) targets ~$200M revenue boost with BrewDog deal