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.
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. 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.
Tilray Brands, Inc. (TLRY) – Form 4 filing dated 07/31/2025
Director Steven M. Cohen reported a single insider transaction on 07/29/2025. The company granted him 431,034 Restricted Stock Units (RSUs) at no cost (Transaction Code A). These RSUs represent the right to receive an equivalent number of TLRY common shares once vested. Vesting occurs one year after the grant date, contingent on continued board service, with accelerated vesting only upon death or disability; any voluntary resignation before that date results in forfeiture.
Following the grant, Cohen’s beneficial ownership is 431,034 derivative securities; no open-market purchases or sales of common stock were reported, and there were no changes in non-derivative holdings. The filing reflects standard director equity compensation and does not involve cash consideration or immediate dilution, as shares will be issued in the future upon vesting.
Tilray Brands (TLRY) director Johann Michael Herhalt filed a Form 4 covering routine equity-compensation activity.
- On 30-Jul-2025, 124,378 restricted stock units (RSUs) vested and converted to common shares (code M) at an imputed $0.61 per share.
- To cover withholding taxes, 65,921 shares were surrendered to the company (code F), resulting in a net issuance of 58,457 shares.
- Herhalt’s direct ownership rises to 174,009 common shares after the transactions.
- On 29-Jul-2025 he received a new grant of 431,034 RSUs that cliff-vest in one year, subject to continued service or earlier acceleration upon death/disability.
- All vested derivative holdings are now exhausted; the director holds 431,034 unvested RSUs.
The activity represents <1 % of Tilray’s outstanding share count and involves no cash outlay, implying negligible balance-sheet impact and de-minimis dilution.