Welcome to our dedicated page for TILRAY BRANDS SEC filings (Ticker: TLRY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page compiles Tilray Brands, Inc. (TLRY) filings with the U.S. Securities and Exchange Commission, providing a structured view of the company’s regulatory disclosures. As a Nasdaq-listed issuer, Tilray uses SEC reports to communicate financial performance, governance matters, capital structure changes, and other material events related to its cannabis, beverage, wellness, and distribution businesses.
Current and periodic reports such as Form 8-K and the annual proxy statement offer insight into Tilray’s corporate actions and shareholder decisions. Recent 8-K filings describe, for example, the approval and implementation of a one-for-ten reverse stock split of Tilray’s common stock, including the effective date, trading on a split-adjusted basis, and the stated objectives of aligning shares outstanding with peers, appealing to institutional investors, and reducing annual meeting costs. Other 8-Ks report on annual meeting voting results, unregistered sales of equity securities in debt-for-equity exchanges, and the release of earnings press statements.
Proxy materials such as the definitive proxy statement (DEF 14A) detail board structure, director elections, auditor ratification, advisory votes on executive compensation, and proposed governance changes. These documents explain how Tilray’s board is classified, what proposals are presented to stockholders, and how the company conducts its virtual annual meetings.
Investors also look to Tilray’s Forms 10-K and 10-Q (accessible through EDGAR) for segment information across cannabis, beverage, wellness, and distribution, as well as discussions of non-GAAP measures like adjusted EBITDA, adjusted gross profit, and net (debt) cash referenced in earnings releases. Form 4 and related insider transaction reports, when filed, can be used to monitor share transactions by Tilray’s officers, directors, and significant shareholders.
On Stock Titan, Tilray’s SEC filings are updated in near real time from EDGAR, and AI-powered summaries help explain the key points of lengthy documents such as annual reports, quarterly reports, and complex 8-Ks. This allows users to quickly understand changes in capital structure, governance, and financial performance without reading every page, while still having direct access to the full filings for deeper analysis.
Tilray Brands, Inc. reported interim financial information prepared under U.S. GAAP for the quarter ended August 31, 2025. The company has 1,416,000,000 common shares authorized and reported 1,118,291,159 shares issued and outstanding with 3,213,914 shares held as treasury stock. Management adopted ASU 2023-08 and purchased 9.16 units of Bitcoin, recording digital assets at fair value (Level 1). The company issued TLRY 27 convertible debentures totaling $172,500 carrying interest at 5.20% and maturing on June 15, 2027, convertible at an initial rate of 376.6478 shares per $1,000 principal (approximate conversion price $2.66 per share). During the period 6,209,000 warrants were exercised for $2,108 cash, and subsequent exchanges reduced outstanding borrowed shares. The company recorded a $15,000 change related to contingent consideration and noted long-term debt and convertible debenture principals of $2,437 and $100,000, respectively. Litigation accruals and restructuring charges were disclosed but not expected by management to be material to consolidated results, while management cautioned that ultimate outcomes could be material.
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. will hold a virtual Annual Meeting on November 18, 2025 to vote on the election of Class I director nominee John Herhalt, ratification of PricewaterhouseCoopers LLP as auditor, a non-binding advisory vote on named executive officer compensation, and a Governance Proposal to declassify the Board and remove the Charter's "for cause" removal limitation. Only holders of record as of September 19, 2025 may vote; 1,109,519,118 shares were outstanding on that date. The Board met nine times in fiscal 2025; key committees met regularly (Audit 4, Compensation 5, Nominating 5). The company reported $0 paid in annual STIP bonuses for FY2025, paid retention awards in August 2024, and granted multi-year performance RSUs tied to Adjusted EBITDA through May 31, 2026.
Tilray Brands, Inc. is soliciting proxies for its virtual Annual Meeting on November 18, 2025, to elect one Class I director nominee (John Herhalt), ratify PricewaterhouseCoopers LLP as auditor for fiscal 2026, approve a non-binding advisory vote on executive compensation, and approve a Governance Proposal to declassify the Board and remove the "only for cause" removal provision in the Charter.
Only holders of record on September 19, 2025 (1,109,519,118 shares outstanding) may vote. The Board recommends voting "For" the listed proposals. Proxy Materials will be available online beginning September 27, 2025, and Broadridge will tabulate votes. The meeting will be virtual at www.virtualshareholdermeeting.com/TLRY2025.
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, Inc. files a prospectus supplement describing its capital structure, securities to be offered and material risks. The company says it is a global consumer products business operating in cannabis, beverage, wellness and entertainment with operations in Canada, the U.S., Europe, Australia, New Zealand and Latin America. Corporate actions disclosed include a name change to Tilray Brands, Inc., the Nov. 7, 2022 acquisition of Montauk Brewing, and the June 22, 2023 closing of the HEXO acquisition. As of Sept. 8, 2025, 1,118,291,159 shares of Common Stock were outstanding. 6,209,000 warrants remained outstanding and expire Sept. 17, 2025; exercise price was $0.3812 as of Sept. 5, 2025. The filing lists extensive forward-looking statements and numerous risk factors, and notes certain financial statement incorporations and auditor reliance.