[8-K] Tilray Brands, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Equity Capital Markets Analyst

Tilray is consolidating its share count via a 1-for-10 reverse split without changing total equity value.

The company is executing a 1-for-10 reverse stock split of its common shares, effective at 4:01 p.m. Eastern on December 1, 2025, with trading on a split-adjusted basis from December 2, 2025. Economically, such a split multiplies the share price by roughly ten while dividing the number of shares by ten, leaving the overall market capitalization unchanged in mechanical terms.

Tilray cites three objectives: aligning its shares outstanding with companies of similar size and scope, making the stock more attractive to institutional shareholders, and reducing expenditures tied to its annual meeting. The company notes that percentage ownership and proportional voting power are expected to remain the same, except for minor changes from rounding down fractional shares and paying cash in lieu. The net impact on valuation will depend on how the market responds once the reverse split takes effect.

false 0001731348 0001731348 2025-11-26 2025-11-26

--05-31

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): November 26, 2025

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	TLRY
value per share		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 3.03   Material Modification to Rights of Security Holders.

The board of directors (“Board”) of Tilray Brands, Inc., a Delaware corporation (the “Company” or "Tilray"), approved the implementation of a reverse stock split of the Company’s outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”), as previously approved at the special meeting of stockholders held on June 10, 2025. The Reverse Stock Split will become legally effective as of 4:01 p.m. Eastern Standard Time on December 1, 2025 (the “Legal Effective Date”), and the Common Stock will open for trading on The Nasdaq Global Select Market and the Toronto Stock Exchange on a reverse split-adjusted basis on December 2, 2025, under the existing trading symbol “TLRY” and with the new CUSIP number of 88688T209.

Reason for the Reverse Stock Split.

The Company is effectuating the Reverse Stock Split in order to achieve several expected objectives, including (i) aligning Tilray’s number of shares outstanding with companies of its size and scope; (ii) making Tilray more attractive to institutional shareholders; and (iii) reducing expenditures associated with Tilray’s Annual Meeting of Stockholders.

Effects of the Reverse Stock Split.

On the Legal Effective Date, every ten shares of the Common Stock issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.0001 per share. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 88688T209.

No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded down to the nearest whole share and stockholders will receive cash in lieu of any fractional shares that would have been created by the Reverse Stock Split. Each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged as a result of the Reverse Stock Split, except for adjustments that will result from rounding fractional shares down to whole shares.

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.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01   Other Events.

On November 26, 2025, the Company issued a press release disclosing the Reverse Stock Split and the effects thereof. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of the Company, filed on November 26, 2025.
99.1		Press release, dated November 26, 2025.
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: November 26, 2025                                                                                     

By: /s/ Mitchell Gendel

Name: Mitchell Gendel

Title: Global General Counsel

FAQ

What did Tilray Brands (TLRY) announce in this 8-K?

Tilray Brands announced that its board approved a 1-for-10 reverse stock split of its common stock, previously authorized by stockholders at a special meeting.

When does Tilray’s 1-for-10 reverse stock split take effect?

The reverse stock split becomes legally effective at 4:01 p.m. Eastern on December 1, 2025, and TLRY shares will trade on a split-adjusted basis beginning December 2, 2025.

How will Tilray’s reverse stock split affect TLRY shareholders?

Every 10 shares of Tilray common stock will be reclassified into 1 share. Percentage ownership and voting power are expected to remain the same, apart from rounding of fractional shares, which will be paid in cash.

Will Tilray issue fractional shares in the reverse stock split?

No. No fractional shares will be issued. Any fractional position will be rounded down to the nearest whole share, and holders will receive cash in lieu of the fractional share.

What reasons did Tilray give for the 1-for-10 reverse stock split?

Tilray cited several objectives: aligning its share count with companies of similar size, increasing attractiveness to institutional shareholders, and reducing costs associated with its annual meeting.

Will Tilray’s trading symbol or CUSIP change after the reverse split?

Tilray will continue to trade under the symbol TLRY. After the reverse split, its common stock will have a new CUSIP number 88688T209.

Who is handling the administrative process for Tilray’s reverse split?

Pacific Stock Transfer will act as the paying agent, providing transaction statements and handling cash payments for fractional shares. Positions held through brokers or banks will be adjusted automatically.