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. registers the resale of 398,666 shares of Common Stock by a selling stockholder pursuant to this prospectus supplement. The shares were issued as acquisition consideration under a share purchase agreement dated April 15, 2026 related to the Lyphe Group acquisition. The selling stockholder may sell the shares at market or negotiated prices and Tilray will receive no proceeds from those resales. The prospectus supplement cites approximately 119,604,223 shares outstanding as of April 21, 2026 and reports last sale prices of $7.15 (Nasdaq) and C$9.75 (TSX) as of April 20, 2026.
TLRY Form 144 filing reports a proposed sale of Common Stock by an issuer-affiliated holder. The filing lists 232,872.00 (numeric shown) and references equity compensation restricted-stock grants dated between 06/21/2022 and 07/30/2025, with an additional numeric line 116,548,663 and date 04/21/2026.
Tilray Brands, Inc. proposes to offer up to $180,000,000 of its common stock in an at-the-market offering under a Sales Agreement with Jefferies, TD Securities and Roth Capital Partners. Sales will be made from time to time, and the sales agents are not required to sell any specific number of shares.
The prospectus supplement states there were 116,548,663 shares outstanding as of March 30, 2026. The cover example shows up to 144,485,331 shares outstanding after issuing 26,049,204 shares at the April 14, 2026 last sale price of $6.91 per share. Commissions may be up to 3.0 of gross sales and sales are limited to markets outside Canada as described in the supplement.
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, Inc. reported higher sales and sharply reduced losses for the quarter ended February 28, 2026. Net revenue rose to $206.7M from $185.8M, led by cannabis, distribution and wellness, while beverage revenue declined year over year.
Gross profit was $55.0M, up slightly from $52.0M. The company posted an operating loss of $26.4M and a net loss of $25.2M, a dramatic improvement from the prior year’s impairment‑driven losses. For the first nine months, net revenue reached $633.7M and net loss narrowed to $67.2M, with basic and diluted loss per share improving to $0.65. Tilray ended the period with $204.6M in cash and equivalents plus $44.9M of restricted cash, while total liabilities were $549.1M and stockholders’ equity was $1.53B.
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. reported higher sales but continued losses for the quarter ended November 30, 2025. Net revenue reached $217.5 million, up from $211.0 million a year earlier, driven by modest growth in cannabis, distribution, and wellness, partially offset by lower beverage sales. For the first six months of the fiscal year, net revenue was $427.0 million compared with $411.0 million in the prior-year period.
The company posted a quarterly net loss of $43.5 million, an improvement from a $85.3 million loss a year ago, with net loss per share narrowing to $(0.41) from $(0.99). Operating loss also improved as restructuring and amortization expenses declined. Tilray ended the quarter with $246.7 million in cash and cash equivalents and $44.8 million in marketable securities, while carrying $155.6 million of long-term debt (net of fees) and $86.3 million in convertible debentures.
During the period, Tilray completed a one-for-ten reverse stock split, and all share and per-share figures have been retrospectively adjusted. Shares outstanding were 116.5 million as of January 6, 2026. The company also exercised and retired all remaining warrants and modestly reduced the principal outstanding on its TLRY 27 convertible notes.
Tilray Brands director Steven Michael Cohen reported the vesting of 12,438 Restricted Stock Units (RSUs) and acquisition of 12,438 common shares. On January 7, 2026, these RSUs vested, with each unit converting into one share of Tilray common stock, leaving him with 12,438 directly owned common shares and no remaining RSUs. The transaction is coded as an M transaction, reflecting the conversion from derivative (RSUs) to non-derivative common stock, at a reported common stock price of $8.99 on the transaction date.
The company previously implemented a 1-for-10 reverse stock split effective December 2, 2025, and all RSU and share amounts in this report are adjusted to reflect that split. This filing reflects an equity award vesting rather than an open-market purchase or sale.