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. director Johann Michael Herhalt reported equity compensation and related tax withholding. On July 30, 2026, he received 62,657 restricted stock units (RSUs), each representing one share of Tilray common stock. On July 29, 2026, 43,104 RSUs vested and converted into common stock, and 21,552 shares were withheld at $3.99 per share to satisfy tax withholding obligations. The new RSUs vest one year from the grant date, subject to continuous service, with accelerated vesting only upon death or disability and forfeiture upon voluntary resignation before vesting.
Tilray Brands, Inc. director Steven Michael Cohen reported equity changes involving restricted stock units and common shares. On July 29, 2026, 43,104 RSUs vested, resulting in the acquisition of 43,104 shares of common stock, bringing his beneficially owned common shares to 55,542, excluding unvested RSUs. He also received a grant of 62,657 new RSUs, which vest after one year of continuous service, with accelerated vesting solely upon death or disability and forfeiture upon voluntary resignation. All RSU and share amounts reflect Tilray’s 1-for-10 reverse stock split effective December 2, 2025.
Tilray Brands, Inc. director David F. Clanachan reported equity compensation activity on July 29, 2026. A total of 43,104 RSUs vested, delivering an equal number of common shares, while 21,552 shares were withheld at $3.99 per share to cover tax obligations. He also received a new grant of 62,657 RSUs, which vest in one year subject to continuous service, with accelerated vesting only upon death or disability and forfeiture upon voluntary resignation. All share amounts reflect Tilray’s prior 1-for-10 reverse stock split effective December 2, 2025.
Tilray Brands, Inc. director David G. Hopkinson reported equity award activity. On July 30, 2026 he received a grant of 62,657 restricted stock units (RSUs), each representing one share of common stock and vesting in one year, subject to continued service and limited acceleration on death or disability. On July 29, 2026, 43,104 RSUs vested and converted into 43,104 shares of common stock, which he now holds directly; this amount excludes other unvested RSUs. Tilray previously implemented a 1-for-10 reverse stock split effective December 2, 2025, and all RSU amounts reflect that adjustment.
Tilray Brands, Inc. is a Delaware-incorporated global lifestyle consumer products company operating at the intersection of cannabis, beverage alcohol, wellness and pharmaceutical distribution. For the year ended May 31, 2026, total net revenue was $915,454 thousand, up from 821,309 thousand in 2025, across four segments: cannabis, beverage, distribution and wellness.
In 2026 Tilray generated cannabis revenue of $268,342 thousand, beverage revenue of $253,976 thousand, distribution revenue of $327,244 thousand, and wellness revenue of $65,892 thousand. The company reports being the 4th largest craft brewer in the United States and a leader in the Canadian cannabis market, serving medical patients in over 20 countries.
Toward its strategy of global expansion, Tilray completed the BrewDog acquisition, acquired U.K. medical-cannabis platform Lyphe, entered a Panama medical-cannabis joint venture, and signed a multi-year U.S. licensing agreement to produce and distribute Carlsberg-branded beers from 2027. Management highlights extensive regulatory and licensing dependence, competition from illicit cannabis, evolving U.S. hemp and marijuana rules, taxation and market competition as major risks.
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. director David G. Hopkinson reported an open-market sale of 33,556 shares of common stock at a price of $6.94 per share on April 21, 2026. Following this transaction, his directly held common stock position reported in this filing is 0 shares.
The share amount reflects an adjustment related to Tilray’s 1-for-10 reverse stock split that became effective on December 1, 2025, as noted in the footnote.
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.