Every 8-K that Tilray Brands, Inc. (TLRY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TLRY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TLRY filings page.
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. entered into private debt-for-equity exchange transactions with unrelated parties on August 4, 2026. The company exchanged $6 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027 for 1,377,334 shares of its common stock.
The common shares were issued in a private transaction without Securities Act registration, relying on the Section 3(a)(9) exemption for exchanges with existing security holders, with no commission or other remuneration paid for soliciting the exchange.
Tilray Brands, Inc. reported record fiscal 2026 net revenue of $915.5 million, up 11% from $821.3 million, with gross profit rising to $260.4 million, up 8%. Segment revenue reached $268.3 million in cannabis, $254.0 million in beverage, $327.2 million in distribution and $65.9 million in wellness.
Adjusted EBITDA was $61.1 million versus $55.0 million, while adjusted net income was $12.2 million and adjusted EPS $0.11. GAAP net loss was $105.2 million, or $1.09 per share, described as driven predominantly by non-cash charges; fourth-quarter net loss was $37.9 million on revenue of $281.7 million.
Toward balance sheet strength, Tilray ended fiscal 2026 with approximately $235 million of cash, restricted cash and marketable securities and reduced net debt to $0.7 million. Management guided to fiscal 2027 adjusted EBITDA of $68 million to $75 million and highlighted growth in European medical cannabis and its expanded global beverage platform following the BrewDog acquisition.
Tilray Brands, Inc. completed private debt-for-equity exchanges, issuing 2,638,341 shares of common stock between June 15 and June 24, 2026. These shares were exchanged for $12 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027.
The exchanges were conducted with unrelated existing noteholders in unregistered transactions relying on the Section 3(a)(9) exemption under the Securities Act, meaning no commission or other remuneration was paid for soliciting the exchanges.
Tilray Brands, Inc. reported that it issued new common shares in connection with an acquisition and a debt-for-equity swap. On April 15, 2026, the company issued 398,666 shares of common stock as partial consideration for its acquisition of the Lyphe Group. On June 3, 2026, Tilray completed a private debt-for-equity exchange, issuing 1,214,186 common shares in exchange for $6 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027. The acquisition-related shares were issued under Section 4(a)(2) of the Securities Act, and the exchange shares were issued under Section 3(a)(9), both without registration.
Tilray Brands, Inc. filed a current report to add legal exhibits connected to Registration Statement No. 333-290806. The filing lists an opinion of DLA Piper LLP (US) as Exhibit 5.1 and a related consent of DLA Piper LLP (US) as Exhibit 23.1, plus an Inline XBRL cover page file.
Tilray Brands launched an at-the-market equity program to sell up to $180,000,000 of common stock through Jefferies, TD Securities and Roth Capital, providing flexible access to capital. The company also highlighted its UK medical expansion via the Lyphe acquisition, plans to scale BrewDog and its beverage portfolio, and preparations for a potential U.S. medical cannabis market following rescheduling.
Tilray Brands, Inc. entered into private debt-for-equity exchange transactions between April 1 and April 8, 2026. The company exchanged $12 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027 for newly issued common shares.
The common stock was issued in unregistered transactions relying on Section 3(a)(9) of the Securities Act of 1933, which allows exchanges with existing security holders without paying commissions or other remuneration for soliciting the exchange.
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. 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. filed a current report to note that it issued a press release covering its results of operations and financial condition. The press release, dated October 9, 2025, is included as Exhibit 99.1 and incorporated by reference. The filing is made under Item 2.02, which is used to share financial results updates with the market.
Tilray Brands, Inc. filed a Form 8-K to add legal documentation connected to an existing securities registration. The filing is made in connection with Registration Statement No. 333-267788 and mainly serves to submit an additional exhibit rather than to report a business event.
The 8-K includes an opinion of DLA Piper LLP (US) as Exhibit 5.1, along with a cover page interactive data file as Exhibit 104. This is an administrative update that supports the company’s previously filed registration materials.
Tilray Brands (Nasdaq: TLRY) filed a Form 8-K reporting a private debt-for-equity exchange completed on June 16 2025 under Item 3.02.
The company exchanged $5 million principal of its 5.20% Convertible Senior Notes due 2027 for 12,591,816 newly issued common shares. The transaction was executed with a single, unrelated holder and relied on the Securities Act Section 3(a)(9) exemption, so the shares were issued without SEC registration and no commissions were paid.
The exchange immediately reduces outstanding debt and future interest expense but increases the public float, creating potential dilution for existing shareholders. The disclosed figures imply an exchange price of roughly $0.40 per share, though the filing does not comment on market pricing.
No other material events, financial statements, legal proceedings, or risk factors were included in this report.