NASDAQ: TLRY

Our Strategy and Outlook

Our overall strategy is to leverage our brands, infrastructure, expertise and capabilities to drive revenue growth in the industries and channels in which we compete, achieve industry-leading, profitability and build sustainable, long-term shareholder value. In order to ensure the long-term sustainable growth of our Company, we continue to focus on developing strong capabilities in data analytics and consumer insights to drive category management leadership and assess opportunities for the introduction of new categories, products and entries into new geographies. In addition, we are relentlessly focused on managing our cost structure and expenses in order to expand margins and maintain our strong financial position. Finally, our experienced leadership team provides a strong foundation to accelerate our growth. Our management team is complemented by experienced operators, cannabis industry experts, veteran beer and beverage industry specialists and leaders that are well-established in wellness foods, all of whom apply an innovative and consumer-centric approach to our businesses.

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To achieve our vision of building the leading global lifestyle consumer products company that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment, elevating lives through moments of connection, we are focused on achieving profitable, sustainable growth across all our segments, while leveraging our infrastructure and team to execute against the following strategies:

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Build global brands that lead in their respective industries by winning the hearts and minds of our consumers. We have a house of high-quality, consumer connected brands, which are beloved and trusted by our consumers. Through this extensive portfolio, we seek to continue to build loyalty and connections by providing our consumers with the experiences they crave and enhancing the occasions that bring them together, while delivering on with the value proposition they have come to expect.

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Develop innovative products and form factors that change the way the world consumes cannabis. In Canada, we produce, market and sell one of the most comprehensive portfolios of adult-use cannabis and medical form factors, including whole flower, pre-rolls, infused pre-rolls, vapes, topicals, edibles (gummies and chocolates) and beverages. We plan to continue to leverage consumer insights and data analytics to continue to develop innovative products that possess the most consumer demand and are truly differentiated from our competitors, while optimizing our cultivation and production facilities. Internationally, we distribute medical cannabis products to patients across multiple markets, including Germany, Portugal, the United Kingdom, Australia, and other jurisdictions where we hold the necessary regulatory approvals and licenses. We will continue to invest in research, education and drug development in order to continue to provide our patients and consumers with a differentiated portfolio of products that exceeds their expectations and meets their needs, driven by research and patient insights.

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Grow and leverage our investment in beverage and hemp-based food. Within the U.S., our strategic acquisitions of beverage businesses are the cornerstone of our longer-term U.S. strategy and an important step towards achieving our vision to lead as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment, elevating lives through moments of connection. This diversification strategy not only provides us with a platform and infrastructure to enable us to access the U.S. market more quickly in the event of federal legalization, but also in advance of any federal legalization, a purposefully-built platform where we are focused on leading the beer, beverage and spirits segments, including building our ever-growing beverage portfolio by bringing new consumers into the segment, focusing on new product development and driving innovation that delights our consumers while expanding brand awareness. In March 2026, Tilray completed a series of acquisitions of certain business operations and assets from BrewDog plc and its subsidiaries, consisting of brewing and distilling operations, brewpubs and hospitality venues across the United Kingdom, Australia, and the United States as well as the worldwide rights to all of the intellectual property utilized in the business (the “BrewDog Acquisition”). In addition to driving growth in our beverage businesses, we also seek to drive growth in our Tilray Wellness platform, which currently consists of our Manitoba Harvest brand and other hemp-based foods and ingredients products. We are focused on consumer insights and consumer marketing activities, new product development, as well as educating the consumer on the benefits from hemp-based foods. Lastly, in the event of federal legalization in the U.S., we expect to be well-positioned to compete in the U.S. adult-use cannabis market given our portfolio of strong brands and distribution system in addition to our track record of growth in consumer-packaged goods and cannabis products. Until federal legalization, we intend to continue to diversify and grow our businesses while maximizing their profitability.

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Expand the availability of high quality, consistent medical cannabis products for patients around the world, wherever it is legal. Since 2014, we have seen an increase in the demand for medical cannabis from patients, doctors and governments in conjunction with a shift in the medical community, which is increasingly recognizing medical cannabis as a viable option for the treatment of patients suffering from a variety of health conditions. We are focused on driving the availability of high-quality medical cannabis that is accessible to all who need it. Internationally, we have made significant investments in our operations within Europe and we are well-positioned to pursue international growth opportunities with our strong medical cannabis brands, distribution network in Germany with CC Pharma, and end-to-end European Union Good Manufacturing Practices (“EU-GMP”) supply chain, which includes EU-GMP production facilities in Portugal and Germany. We intend to continue to maximize the utilization of our existing assets and investments in connection with the development and execution of our international growth plans, while leveraging our cannabis expertise and well-established medical brands as well as our Canadian brands. Through our well-positioned cultivation facilities in Canada, Portugal and Germany, we intend to fuel the demand for our EU-GMP certified medical grade cannabis internationally. Furthermore, in April 2026, the U.S. Department of Justice issued an order rescheduling FDA‑approved cannabis products and state‑licensed medical cannabis from Schedule I to Schedule III under the Controlled Substances Act. Concurrently, the Drug Enforcement Administration (“DEA”) is conducting an expedited administrative hearing to consider broader rescheduling, which faces legal challenges in the D.C. Circuit Court of Appeals. As a global leader in medical cannabis, we believe we are well-positioned to participate in a federally compliant U.S. medical cannabis market but we are monitoring the regulatory landscape and legal challenges that are ongoing.

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Optimize and drive efficiencies in our global operations with a relentless focus on cost reduction and cash generation. In each of our pillars, we continuously evaluate our cost structure for efficiencies and synergies and eliminate cost when warranted. In cannabis, our state-of-the-art facilities are among the lowest cost production operations with the capabilities to produce a complete portfolio of form factors and products, including flower, pre-roll, capsules, vapes, edibles and beverages. In beverage, we are focused on integrating our recently acquired craft brands, improving our cost structure and scaling our international BrewDog business. This approach has permitted us to maintain a strong, flexible balance sheet, cash balance and access to capital, which we believe will assist us in accelerating growth and deliver long-term sustainable value for our stockholders.

Acquisitions and Strategic Transactions

In connection with executing our strategy as outlined above, during Fiscal 2026 we completed the following acquisitions and strategic transactions:

Carlsberg. On February 5, 2026, we entered into an exclusive licensing agreement, which commences on January 1, 2027, with the Carlsberg Group, one of the world’s premier brewing organizations and among the largest globally by revenue. Under the terms of the agreement, Tilray has been granted a multi-year license to produce, market, sell and distribute Carlsberg®, Carlsberg Elephant®,1664®, and Kronenbourg 1664 Blanc® branded beers across all channels in the United States, beginning January 1, 2027. The agreement has an initial five-year term, with an automatic renewal for an additional five years subject to performance criteria.

Panama. On October 13, 2025, we entered into a strategic partnership for medical cannabis operations in Panama. Under this partnership, the Company holds a 25% equity interest in Solana Life Group, S. de R.L., a Panamanian entity. The joint venture is engaged in the importation, distribution, and commercialization of medical cannabis products in Panama. During the fiscal year ended May 31, 2026, there were no transactions with this entity.

BrewDog. Between March and April 2026, Tilray completed the BrewDog Acquisition. As the only global craft beer brand, the BrewDog Acquisition served to transform our beverage platform from a U.S. platform to a global platform and provided us with the international presence, team and capabilities to support the broader distribution of our U.S. beverage brands across key international markets, all in line with our previously disclosed ambition.

Lyphe. On April 15 2026, Tilray acquired the Lyphe Group, a UK-based medical cannabis clinic and digital pharmacy platform (“Lyphe”). Through Lyphe’s online clinic and pharmacy platform, we will seek to enhance access to medical cannabis while accelerating its existing capabilities in dispensing traditional prescription medicines, creating a seamless, digitally enabled patient experience.

Reportable Segments

Our business consists of four reporting segments, which are defined by the industry in which we compete, target consumers, route to market, and margins. This enables us to track and measure our performance and build processes for repeatable success in each of these categories. Our defined reporting segments align with how our Chief Operating Decision Maker (“CODM”), our CEO and Chairman of the Board, evaluates and manages our business, including resource allocation and performance assessment. We report our operating results in four reportable segments:

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Beverage – Production, marketing and sale of beverages.

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Cannabis – Cultivation, production, distribution and sale of both medical and adult-use cannabis products.

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Distribution – Purchase, resale and distribution of pharmaceutical and wellness products.

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Wellness – Production, marketing and distribution of hemp-based food and other wellness products.

Net revenue in these four reportable business segments, and the year-over-year comparison, is as follows:

Year Ended

% of Total

Year Ended

% of Total

Year Ended

% of Total

(In thousands of U.S. dollars)

May 31, 2026

Revenue

May 31, 2025

Revenue

May 31, 2024

Revenue

Beverage business

253,976

28
%

240,595

29
%

202,094

25
%

Cannabis business

268,342

29
%

249,001

30
%

272,798

35
%

Distribution business

327,244

36
%

271,228

33
%

258,740

33
%

Wellness business

65,892

7
%

60,485

8
%

55,310

7
%

Total net revenue

915,454

100
%

821,309

100
%

788,942

100
%

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Net revenue in these four reportable business segments as reported in constant currency1, and the year-over-year comparison, is as follows:

Year Ended

Year Ended

May 31, 2026

May 31, 2025

(In thousands of U.S. dollars)

as reported in constant currency

% of Total Revenue

as reported in constant currency

% of Total Revenue

Beverage business

252,893

29
%

240,595

29
%

Cannabis business

260,773

30
%

249,001

30
%

Distribution business

304,728

34
%

271,228

33
%

Wellness business

65,510

7
%

60,485

8
%

Total net revenue

883,904

100
%

821,309

100
%

Revenue from our cannabis operations from the following sales channels and the year-over-year comparison is as follows:

Year Ended

% of Total

Year Ended

% of Total

Year Ended

% of Total

(In thousands of U.S. dollars)

May 31, 2026

Revenue

May 31, 2025

Revenue

May 31, 2024

Revenue

Revenue from Canadian medical cannabis

23,726

9
%

24,998

10
%

25,211

9
%

Revenue from Canadian adult-use cannabis

236,352

87
%

224,048

91
%

266,846

98
%

Revenue from wholesale cannabis

7,318

3
%

18,207

7
%

25,340

9
%

Revenue from international cannabis

84,910

32
%

63,356

25
%

53,295

20
%

Less excise taxes

(83,964
)

(31
)%

(81,608
)

(33
)%

(97,894
)

(36
)%

Total

268,342

100
%

249,001

100
%

272,798

100
%

Revenue from our cannabis operations from the following sales channels as reported in constant currency1 and the year-over-year comparison is as follows:

Year Ended

Year Ended

May 31, 2026

May 31, 2025

(In thousands of U.S. dollars)

as reported in constant currency

% of Total Revenue

as reported in constant currency

% of Total Revenue

Revenue from Canadian medical cannabis

23,505

9
%

24,998

10
%

Revenue from Canadian adult-use cannabis

234,365

90
%

224,048

91
%

Revenue from wholesale cannabis

7,295

3
%

18,207

7
%

Revenue from international cannabis

78,899

30
%

63,356

25
%

Less excise taxes

(83,291
)

(32
)%

(81,608
)

(33
)%

Total

260,773

100
%

249,001

100
%

(1)

The constant currency presentation of our Cannabis revenue based on market channel is a non-GAAP financial measure. See “Use of Non-GAAP Measures –Constant Currency Presentation” for a discussion of these Non-GAAP Measures.

Beverage Segment

Our Brands and Products

We are a major player in the craft beverage industry with our portfolio of beloved brands and innovative products, placing us as the 4th largest craft brewer in the United States according to the Brewers Association 2025 U.S. Craft Brewing Industry Figures Report. During our fiscal year ended May 31, 2026, our beverage alcohol products were predominantly sold in the United States, with limited offerings in Canada and other international markets. The BrewDog Acquisition served to expand our beverage business into various international markets given its position as a leading craft beer brand in the United Kingdom and other international markets. The Company also participates in the craft spirits industry through Breckenridge Distillery, which was founded in 2008 in Breckenridge, Colorado, and has expanded its award-winning bourbon whiskey collection and innovative craft spirits portfolio to be distributed in all 50 states, in addition to operating two tasting rooms/retail shops and a world class restaurant.

Our beverage brands include:

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Alpine – An award-winning craft brand founded in 1999, Alpine is rated a top 50 brand in the United States with highly-rated favorites including Nelson IPA, Duet IPA and Infinite Haze.

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Blue Point – Founded in 1998, Blue Point Brewing Company has grown into one of the largest breweries in New York State, offering a lineup of quality lagers and innovative craft beers. Its product portfolio includes Toasted Lager, Long Island Light, Imperial Sunshine, Magic Hour IPA, Hoptical Illusion as well as a rotating line of Innovation Beers. Blue Point has won numerous awards over the years that highlight the quality of innovation at forums such as the World Beer Cup, the Great American Beer Festival, the New York Craft Beer Competition, the Australian International Beer Awards, and the Atlantic City Beer Festival.

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Breckenridge Brewery – Since its doors opened in 1990 in the ski town of Breckenridge, Colorado, the Breckenridge brand has grown into one of the most recognized craft breweries in the U.S. Today. Breckenridge Brewery has three locations to visit – the original brewpub in Breckenridge, its renowned Farm House restaurant in Littleton, CO, outside Denver, and our newest location in Fort Collins, CO. With a focus on balanced, approachable, and interesting beers, the brand’s portfolio includes Avalanche Amber Ale, Palisade Peach Wheat, Juice Drop Hazy IPA, Funslinger Lager, Vanilla Porter, Juice Drop Imperial Hazy IPA, Cerveza, Nitro Irish Stout, and Christmas Ale (seasonal).

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Breckenridge Distillery – A highly sought-after and award-winning brand widely known for its blended bourbon whiskey and its collection of artisanal spirits including vodka and gin that brings to life the best that Colorado has to offer. Breckenridge continues to be one of the most awarded craft distilleries in the U.S.

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BrewDog – Founded in 2007 in Scotland, BrewDog has grown into one of the most recognizable craft beer brands globally, known for its bold, hop-forward styles and distinctive branding. Today, BrewDog operates in the United Kingdom, Europe, and the United States, Australia and the Middle East with an established presence in pubs, bars, retail, and on-trade channels. With a focus on flavor-driven, innovative craft beer, the brand’s core portfolio includes flagship offerings such as Punk IPA, Blackheart, Wingman, Elvis Juice Grapefruit IPA, Hazy Jane, and Lost Lager, alongside a rotating range of seasonal, limited-edition, and non-alcoholic products.

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Green Flash – An award-winning craft brand founded in 2002 to bring fresh ideas and a sense of adventure to craft beer. Green Flash delivers an eclectic lineup of specialty craft beers and distributes them throughout the west. Our staple brand, West Coast IPA, as well as our newly launched Hazy West Coast IPA, continue to excite consumers across the west coast.

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Hop Valley – Hop Valley Brewing Co. was founded in 2009 with the mission to create high-quality craft beers that push the boundaries of flavor and innovation. Based in Oregon, Hop Valley Brewing’s award-winning beers are known for their creative approach and commitment to using the finest ingredients.

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Montauk Brewing Company – As the #1 craft brewer in Metro New York, Montauk Brewing Company is well-known for its easy-drinking product portfolio, its home on the Eastern end of Long Island, and premium price point. Wave Chaser IPA is a staple of Montauk Brewing and has expanded into Surf Beer, a Golden Ale, Tropical IPA, Juicy IPA and most recently NA IPA, a non-alcoholic offering. Montauk Brewing’s brand reach has predominantly been in New York City, Long Island, and northern New Jersey, but has now been expanded into Connecticut, Rhode Island, Upstate New York, Pennsylvania and the remainder of New Jersey.

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Redhook Brewery – Founded in Seattle, Washington, the Redhook brand is one of the nation’s original craft beers, crafting better beer since 1981. Four decades later, one thing has never changed—Redhook is still brewing great beers. Its award-winning beers include Big Ballard Imperial IPA, ESB, and Long Hammer IPA.

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Revolver – Founded in Granbury, Texas, the Revolver brand has built its reputation on pushing boundaries while staying true to its roots. With the flagship offering of Blood & Honey, Revolver continues to craft beers that embody Texas tradition with a modern twist.

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Shock Top – An award winning traditional Belgian-style wheat ale that was originally introduced in 2006 as a seasonal offering. After taking home the gold medal at the North American Beer Awards in the Belgian White category, it became a year-round offering. Shock Top Belgian White is a spiced wheat ale brewed with coriander spice and the peels of three different citrus fruits: orange, lemon, and lime. This uniquely crafted ale is unfiltered to create a naturally cloudy brew with a light golden color and a smooth, refreshing finish. In addition to it’s flagship Belgian White, Shock Top has a compelling seasonal lineup, including fan favorite Twisted Pretzel Wheat, as well as a newly introduced year-round extension, Shock Top High Voltage, a 9.6% imperial wheat ale.

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SweetWater – A craft brand with an award-winning lineup of year-round, seasonal and specialty beers under a portfolio of brands closely aligned with a cannabis lifestyle, which include the flagship 420 Extra Pale Ale, a strong supporting IPA portfolio, including newly released Day Trip IPA and Big Trip Double IPA, and various supporting legacy beers. We believe the SweetWater product offerings resonate with consumers that want to drink flavorful and refreshing products. We also continue to be innovative with our 420 Strain G13 IPA, which plays a critical role in our portfolio and resonates as a cannabis lifestyle brand. SweetWater’s G13 IPA uses plant-based terpenes and natural hemp flavors that, when combined with select hops, emulate the flavors and aromas of popular cannabis strains to appeal to a loyal consumer base.

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Terrapin – Terrapin Beer Co. began with the ambition to create distinctive craft beers and officially launched in April 2002, introducing its inaugural brew, Rye Pale Ale, in Athens, GA. Within six months, Terrapin Beer achieved significant recognition by securing its first Gold Medal at the Great American Beer Festival in Denver. Terrapin’s flagship brand, Hopsecutioner IPA, is supported by a robust IPA portfolio and a rotating line of seasonals. Terrapin Beer Co. has a sustainability initiative called Terraprint, which aims to reduce the environmental impact of its operations. This includes minimizing waste, conserving water, and promoting recycling to ensure responsible and sustainable growth.

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Widmer – Founded in Portland, Oregon in 1984, Widmer Brothers is one of the largest craft brands in the Pacific Northwest. In 1986, Widmer Brothers introduced its Hefe beer, an American variant on the traditional Hefeweizen, which spread widely across the country. In the 2023 Best of Craft Beer Awards, Hefe won Gold in the American Wheat category and Widmer Brothers was awarded “Large Brewery of the Year”. Its award-winning beers include Hefe, Drop Top Amber, and Deadlift Imperial IPA.

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10 Barrel – Founded in 2006 in Bend, Oregon, 10 Barrel Brewing Company is one of the most acclaimed breweries in the U.S., and consistently a top medal winner at the Oregon Beer Awards. Its products include Apocalypse IPA, Cloud Mentality, All Ways Down, Money Cat, Pub Beer, and Cucumber Crush. 10 Barrel took home three Gold and one Silver medal at the 2023 World Beer Cup.

Our Operations

In the U.S., we have an extensive brewery network with diverse capacities and capabilities across the country, responsible for producing 99% of a variety of year-round and seasonal specialty craft brews under our 18 craft beverage brands. Specifically, we have 7 production facilities across the U.S.: Atlanta, GA, Athens, GA, Portland, OR, Bend, OR, Littleton, CO, Patchogue, NY, and Columbus, OH, and through the continued expansion of our operational footprint, we have also broadened our production capabilities to include ciders, fermented malted beverages (“FMBs”), ready-to-drink (“RTDs”), non-alcoholic and functional beverages. Our operational footprint is supplemented by our 18 owned vibrant brewpubs including a flagship BrewDog multi‑level brewpub located on the Las Vegas Strip and our BrewDog DogHouse hotel located in Columbus, OH. Our BrewDog brand is also supported by a franchised brewpub in Denver, CO and a licensed location in the Columbus, OH airport. In addition to our extensive brewer network, we also own Breckenridge Distillery, the world’s highest distillery, located in Breckenridge, Colorado, where our award-winning craft spirits are produced, together with our Breckenridge restaurant and tasting room.

In the U.K., following the BrewDog acquisition, we operate a scaled brewing and hospitality platform anchored by a leading craft beer brand with strong consumer recognition. Our operations include a flagship brewing facility located in Ellon, Scotland, as well as a network of pubs and hospitality venues across the United Kingdom, Ireland and Australia, including 19 owned and 16 franchised pubs as well as two hotels. These assets include established on‑premise locations and a direct‑to‑consumer bar network, which support brand engagement and retail sales. Through the acquisition, we also obtained the BrewDog brand and related intellectual property, enhancing our international brewing presence, expanding production capacity, and enabling the broader distribution of both BrewDog and Tilray beverage brands across key markets.

Distribution

In the U.S., as required by the regulatory environment, the Company’s sales are predominantly made to a network of over 900 wholesalers in the United States. The distributors sell our products to retailers, such as grocery stores, club stores, convenience stores, liquor stores, bars, restaurants, stadiums and other traditional and e-commerce retail outlets, where the products are sold to consumers. Tilray’s beverage portfolio is distributed in all 50 states, with brand strongholds in the Pacific Northwest, Southwest, Southeast, Midwest and Northeast. Our distribution points include nearly 50,000 off-premises retail locations ranging from independent bottle shops to national chains. Additionally, the Company’s significant on-premises business allows consumers to enjoy its brands in more than 30,000 restaurants and bars.

In the U.K., BrewDog is widely distributed through a diversified route-to-market strategy that includes company-operated and franchised pubs, e-commerce channels, relationships with major retail customers, and sales through wholesale and on-premise partners. This approach provides broad consumer connection and access across both retail and hospitality channels, supporting BrewDog’s position as a leading craft beer brand in the U.K. market. We are also leveraging this extensive distribution network to distribute several of our U.S.-based beverage brands throughout the U.K. in line with our strategic rationale for the BrewDog Acquisition.

In addition to our traditional distribution footprint, our brands can be found in airports and sports venues across the U.S. with branded taprooms in the Long Island MacArthur Airport in Long Island, New York, Hartsfield-Jackson Atlanta International Airport, Denver International Airport, and Columbus Airport. We have also entered into partnerships with the New York Mets, Colorado Avalanche, Atlanta United, University of Florida, the Portland Timbers, University of Colorado, University of Denver, the University of Missouri and University of Oregon among others. Our brands can also be found aboard Delta Air Lines flights nationwide and internationally as well as on JetBlue and British Airways. Following the BrewDog Acquisition, the Company has expanded its brand reach through additional U.K.-based sports and entertainment partnerships, including naming rights to St Helens R.F.C. and designation as the official beer partner of West Ham United.

Consistent with our craft beer distribution strategy, our craft spirit brands from Breckenridge Distillery are distributed in all 50 states, and in two on-premise tasting and retail store locations. In addition to our traditional distribution, network, we also leverage partnerships with sports venues with Breckenridge Distillery being the official bourbon and vodka sponsor of the Denver Broncos. Outside of the U.S., Breckenridge is distributed globally in over 20 different countries, with the intention of further expanding our international distribution.

Regulatory Environment

Beverages in the United States

The beverage alcohol industry in the United States is regulated by federal, state and local governments. These regulations govern the production, sale, marketing and distribution of alcohol beverages, including permitting, licensing, marketing and advertising. To operate our production facilities and hospitality businesses, we must obtain and maintain numerous permits, licenses and approvals from various governmental agencies, including but not limited to, the Alcohol and Tobacco Tax and Trade Bureau (the “TTB”), the FDA, state alcohol regulatory agencies and state and federal environmental agencies. Our brewery and distillery operations are subject to audit and inspection by the TTB and the local regulatory agencies at any time.

In addition, the alcohol industry is subject to substantial federal and state excise taxes. Excise taxes may be increased in the future by the federal government or any state government or both. In the past, increases in excise taxes on alcoholic beverages have been considered in connection with various governmental budget-balancing or funding proposals.

Beverages in the United Kingdom

The beverage alcohol industry in the United Kingdom is regulated by national and local governmental authorities. These regulations govern the production, sale, distribution, marketing, and advertising of alcoholic beverages, as well as licensing, food safety, labeling, environmental compliance, and public health requirements. To operate our brewing, packaging, retail, and hospitality businesses, we are required to obtain and maintain various licenses, permits, registrations, and approvals from applicable regulatory authorities. Our operations are subject to periodic inspections, audits, and reviews by regulatory agencies to ensure compliance with applicable laws and regulations.

In addition, the beverage alcohol industry in the United Kingdom is subject to excise duties and value added tax (“VAT”). Excise duties on alcoholic beverages are determined by the U.K. government and may be increased from time to time. Changes in excise duty rates, tax policies, or other regulatory requirements could adversely affect consumer demand, operating costs, and the financial performance of our beverage business.

Beverages in Australia

The beverage alcohol industry in Australia is regulated by federal, state, and territorial governments. These regulations govern the importation, sale, distribution, marketing, advertising, and labeling of alcoholic beverages, as well as licensing, food safety, and environmental compliance requirements. Our beverage operations in Australia are required to comply with applicable laws and regulations and are subject to oversight by various regulatory authorities.

In addition, the beverage alcohol industry in Australia is subject to excise duties, customs duties on certain imported products, and other applicable taxes. Excise duty rates and other taxation policies may be modified by the Australian government from time to time. Changes in excise duties, tax rates, or other regulatory requirements could adversely affect consumer demand, operating costs, and the financial performance of our beverage business.

Competitive Conditions

Beverage Markets

In the U.S., we compete in the craft beer and spirits industries, as well as in the much larger beverage alcohol market, which encompasses domestic and imported beers, flavored alcoholic beverages, spirits, hard ciders, ready to drink beverages (“RTDs”), fermented malt-based beverages (“FMBs”) and hard seltzers. With the proliferation of participants and offerings in the wider beverage market and within the craft beer and craft spirits segments, we face significant competition. Our products are not the primary brands in our distributors’ portfolios. Therefore, in addition to competing with other beverage products for share of consumers, we also compete with other beverage companies for a share of the distributor’s attention, time and selling efforts. In some states, our contracts with distributors may be impacted by laws that restrict our ability to terminate the relationship. On a macro level, consumer reports indicate that consumers are drinking less beverage alcohol products for various reasons, including economic pressures, the proliferation of GLP-1 drugs and wellness concerns.

In the U.K., we compete in the highly competitive beer market, which includes international brewers, national brewers, regional brewers, and a large number of independent craft brewers. The U.K. beverage alcohol market continues to evolve as consumers seek greater product variety, premium offerings, alcohol moderation options, and differentiated brand experiences. In addition, the industry has experienced cost pressures from inflation, higher input costs, increased labor expenses, and changes in consumer spending patterns, which have intensified competition across both the retail and hospitality channels. Through BrewDog’s established brand portfolio, company-owned bar network, retail presence, and e-commerce platform, we believe we are well positioned to compete within the U.K. beverage market.

Cannabis Segment

Our Brands and Products

Our Medical Cannabis Brands

We were among the first companies to be permitted to cultivate and sell legal medical cannabis. To date, we have supplied high-quality medical cannabis products to patients in over 20 countries spanning five continents through our global subsidiaries, and through agreements with established pharmaceutical distributors. Tilray Medical is dedicated to transforming lives and fostering dignity for patients in need through safe and reliable access to a global portfolio of medical cannabis brands. In Canada, we supply medical cannabis to patients under the Tilray, Aphria, Broken Coast, and Symbios brands. Outside of North America, we supply medical cannabis products to patients under the Tilray Medical, Broken Coast, Redecan, Good Supply, ARX and Navcora brands. Tilray grew from being one of the first companies to become an approved licensed producer of medical cannabis in Canada to building among the first EU-GMP certified cannabis production facilities in Portugal and Germany. Today, Tilray Medical is one of the largest suppliers of medical cannabis to patients, physicians, hospitals, pharmacies, researchers and governments in countries spanning across five continents. Our medical cannabis brands consist of:

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Tilray Medical - The Tilray Medical brand was designed for prescribers and patients in the global medical market and is well-known for offering a wide range of consistent high-quality, pharmaceutical-grade medical cannabis and cannabinoid-based products. We believe patients and prescribers choose the Tilray Medical brand because of the trust they have in our rigorous quality standards and our science-based approach to our medical-grade products.

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•

Aphria - Since 2014, the Aphria brand is a leading, trusted choice for Canadian patients seeking high quality pharmaceutical-grade medical cannabis. Today, the Aphria brand continues to be a leading brand in Canada.

•

Broken Coast - Medical cannabis products under the Broken Coast brand are grown in small batches in single-strain rooms, with a commitment to product quality in order to meet our patient expectations around the world.

•

Symbios - Launched in 2021, Symbios was developed to provide Canadian patients with a broader spectrum of formats and unique cannabinoid ratios at a more approachable price point.

•

Good Supply – Good Supply never misses the mark. With an established reputation for reliable, quality flower, we’re the go-to choice for thousands. By carefully selecting tried and trusted strains, you can count on us to deliver on our name: Good Supply, every time.

•

Redecan – Redecan is more than a recognizable name. Our reputation’s built on a long legacy of trust. From day one, the love of growing has driven every decision. As growers, we never underestimate the role each harvest plays in writing the next chapter of the plant’s story. No shortcuts, the legacy lives on.

•

ARX – ARX is a premium, German‑grown medical cannabis brand built on the belief that patients deserve consistent, high‑quality products. It brings together Canadian craft expertise and genetics with precise, controlled cultivation in Germany to raise the standard of medical cannabis.

Tilray Medical is a leading provider of EU-GMP certified medical cannabis products with a segmented approach to our brand portfolio and a comprehensive portfolio of THC and CBD products, which delivers on the value proposition required by our patients. Each medical cannabis product that Tilray offers has been selected to ensure patients can receive both the highest product quality as well as consistency when it comes to supply of their medicinal cannabis products.

We take a scientific approach to our medical-use product development, which we believe establishes credibility and trust in doctors, patients and governments. We continue to conduct extensive research and development activities in order to innovate and develop new products for medical use.

Our Adult-Use Cannabis Brands

We believe that our portfolio of brands, developed for consumers across broad demographics and targeted segments, remains unmatched in the industry. With a focus on brand building, innovation, loyalty and conversion, we seek to drive growth with our differentiated portfolio of brands and products, both in sales and market share across categories. The Company is investing capital and resources to establish a leadership position in the adult-use market in Canada. These investments are focused on building our brands with consumers through product innovation, distribution, trade marketing and cannabis education. Our strategy is to develop a brand focused portfolio that resonates with consumers in all category segments.

We are positioned to grow our adult-use brand portfolio to specifically meet the needs and preferences of different consumer segments of the adult-use cannabis market. We leverage our selection of strains to offer each consumer segment a different experience through its product and terpene profiles, while also focusing on the value proposition for each of these segments as it relates to price, potency and product assortment.

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Each brand is unique to a specific consumer segment and designed to meet the needs of these targeted segments, as described below. Our portfolio of brands and products and our marketing activities have been carefully curated and structured to enable us to develop and promote our brands and product lines in an effective and compliant manner. We continue to develop additional brands and new products, such as edibles and beverages, with more innovative products in our pipeline. Our brand portfolio consists of the following:

ECONOMY BRANDS

Bake Sale

Unlock culinary creativity with Bake Sale's perfect balance of potency and affordability. Whether you're crafting in the kitchen or sparking up, Bake Sale delivers delectable cannabis experiences that won't break the bank.

VALUE BRANDS

Good Supply

Good Supply offers feel good highs for the stoner in everyone. Consistent, dependable and readily available in classic, innovative and novel formats. We’re always up for a good time—and you should be too—because cannabis is supposed to be fun. Trust Good Supply to deliver an exciting sensorial experience that you can depend on.

Original Stash
Keep it real with Original Stash – staying true to the essence of the cannabis culture. Crafted with care and priced just right, our high-quality weed embodies the OG spirit. It's all about enjoying the pure thrill of toking without draining your wallet. No fuss, just quality bud.

MAINSTREAM BRANDS

Redecan

Quality cannabis starts with how it’s made. No shortcuts, no excuses. Redecan was founded on the belief in quality at every stage. With a purpose-built facility and hand-trimmed buds, Redecan delivers on its promise of excellence.

PORTAL
Tilray’s newest cannabis brand engineered specifically for seasoned, high-tolerance consumers seeking uncompromising potency, consistency, and performance. PORTAL is built around liquid diamonds, the highest potency THC-dominant cannabis concentrate, along with diamond coated flower and precision formulation. Together, these elements deliver uncompromising performance paired with a bold, sci-fi inspired identity that feels powerful, modern, and intentionally different. Designed as a ritual rather than a novelty, PORTAL is engineered for consumers who live comfortably at higher tolerances and expect consistency, intensity, and reliability every time.

Canaca

Canaca brings Canadian inspiration to our technically innovative cannabis products that are potently Canadian and crafted for intensity. Prepare for your senses to be thrilled from the untamed flavors and aromas of our ultra-potent and pure products, for a homegrown experience that’s beautiful to behold – just like the country we call home.

RIFF

RIFF loves a joint effort. We collaborate with growers and the hottest creatives in our communities to bring you that fire. It’s all about celebrating the joy of connecting with others and encouraging our community to create something meaningful. We strive to elevate the standard for cannabis in Canada, ‘cause if it’s not expertly grown, crafted or made — it's not worth being on the shelf.

HEXO

Experience the essence of Quebec with HEXO's greenhouse-grown cannabis. Cultivated amidst the landscapes of Quebec, our buds embody the region's rich heritage and natural beauty.

Solei
Intentionally elevate your mind and body with Solei. With thoughtfully designed cannabis products, you can curate sensorial experiences based on what you need, when you need it, entirely on your terms. Let us be your well-being guide in innovative formats, featuring varied and rare cannabinoids, curated to allow you to easily fine-tune your wellness routines.

XMG
XMG is the #1 cannabis beverage brand in Canada focused on delivering high intensity and full flavor. Every beverage is maxed out at 10mg of nano-emulsified THC for a powerful and fast-acting experience. XMG is bold and unapologetic – our mission is to be straight-up, bold, and rebellious in creating beverages that are unique, intense, and fun. With multiple product lines ranging from XMG+, with naturally occurring caffeine, to XMG Zero, with zero calories and zero sugar, and a range of flavors across nostalgic sodas and refreshing fruit flavors, there’s something for everyone and every occasion. Building on this success, we have extended the XMG brand into edibles, bringing the same unique, intense, and fun brand elements to the category.

Mollo
Mollo was one of the first cannabis-infused beverages launched in the Canadian market and has grown to be the #2 cannabis beverage brand in Canada. Mollo is dedicated to crafting beverages for every social occasion and to offer Canadians healthier alternatives to alcohol-based beverages. Mollo is inviting, easygoing, and confident in helping consumers slow down and take it all in where chilling and connecting are the focus. Mollo 10 continues to be the top beer-analogue cannabis-infused beverage in the market, and Mollo has launched Ciders and Seltzers so that Canadians can have a variety of non-alcoholic options for every season and celebration.

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Chowie Wowie
At Chowie Wowie, we think edibles should be fun, safe, tasty and consistent – and most importantly, enjoyed with friends. That’s why we make delicious edibles portioned for super shareability with consistent and reliable dosing. So, whether you’re looking for a fruity explosion of gummy deliciousness or a buttery-smooth chocolate indulgence, we’ve got something right for you and your friends.

PREMIUM BRANDS

Broken Coast

Broken Coast is a heritage cannabis brand widely recognized for setting the standard for craft cannabis in Canada. We are relentlessly dedicated to producing the ultimate expression of craft cannabis by using proprietary growing practices in bespoke growing conditions for each cultivar that we diligently pheno-hunt. This means all our craft cannabis is grown indoors in small-batch, strain-specific rooms, then is slowly hang cured before being hand trimmed.

Our Operations

Through our cannabis reporting segment, we have invested in state-of-the-art facilities and infrastructure, and we believe that we maintain some of the highest-quality, lowest cost cannabis production operations in Canada, with the scale and distribution network that differentiates us from our competitors in the industry. We also made significant investments in our operations within Europe and we are well-positioned to pursue international growth opportunities with our strong medical cannabis brands, distribution network in Germany, and end-to-end European Union Good Manufacturing Practices (“EU-GMP”) supply chain, which includes EU-GMP production facilities in Portugal and Germany. During the course of our fiscal year ended May 31, 2026, we invested in upgrading the quality and consistency of our flower production in both our Cantanhede, Portugal and Neumunster, Germany facilities, which included importing some of our most desired cultivars from our Canadian operations and improving our cultivation and post-harvest processes to improve upon our yields, potencies and the overall quality of our medical flowers. We also began to import cannabis flowers from our Canadian operations in order to provide our patients with a broad and differentiated portfolio. We seek to continue to invest in the expansion of our global supply chain to address the unmet needs of patients around the world.

We currently maintain key international operations in Portugal, Germany, Poland, Italy, United Kingdom, Luxembourg, Australia and New Zealand. While these markets are still in various stages of development, and the regulatory environment around them is either newly formed or still being formed, we are uniquely positioned to bring the knowledge and expertise gained in Canada and leverage our operational footprint in order to generate profitable growth in these geographies.

On April 15, 2026, Tilray acquired the Lyphe Group, a UK-based medical cannabis clinic and digital pharmacy platform. The addition of Lyphe strengthens Tilray’s vertically integrated medical ecosystem by combining clinical services, patient access, and pharmaceutical distribution. Through Lyphe’s online clinic and pharmacy platform, Tilray will seek to enhance access to medical cannabis, while accelerating its existing capabilities in dispensing traditional prescription medicines, creating a seamless, digitally enabled patient experience.

Distribution

Canadian Adult-use Market

Under the Canadian legislative regime, provincial, territorial and municipal governments have the authority to prescribe regulations regarding retail and distribution of adult-use cannabis. As such, the distribution model for adult-use cannabis is prescribed by provincial regulations and differs from province to province. Some provinces utilize government run retailers, while others utilize government-licensed private retailers, and some a combination of the two. All of our adult-use sales are conducted according to the applicable provincial and territorial legislation and through applicable local agencies.

Through our subsidiaries, Aphria and High Park Holdings Ltd. (“High Park”), we maintain supply agreements for adult-use cannabis with all the provinces and territories in Canada.

Tilray is party to a distribution agreement with Great North Distributors to provide sales force and wholesale/retail channel expertise required to efficiently distribute our adult-use products through each of the provincial/territorial cannabis control agencies, excluding Quebec where we utilize internal resources.

Canadian Medical Market

In Canada, Tilray Medical operates a direct to patient distribution model and online platform for patients to effectively and efficiently manage the process of registering and ordering medical products from Tilray Medical’s full portfolio of medical brands including Tilray, Aphria, Broken Coast, Symbios, and select adult-use brands. In Canada, Tilray has also partnered with a number of third-party licensed producers to carry a wider array of product offerings, specifically edibles, inhalers, and CBD vapes, through its medical platform to better serve the interests of our patients.

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International Medical Markets

Tilray Medical currently offers broad access to medical cannabis products in legal medical markets across Europe, Australia and Latin America. Through our various distribution subsidiaries and partnerships with distributors, our medical products are available to patients on 5 continents, which include the following international distribution channels:

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CC Pharma, our wholly-owned subsidiary, is a leading importer and distributor of pharmaceuticals for the German market and we are leveraging its distribution network in Germany for medical cannabis.

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In Italy, FL Group, our wholly-owned subsidiary, distributes medical cannabis throughout Italy.

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In Argentina, ABP, S.A., our wholly-owned subsidiary, distributes medical cannabis throughout Argentina under the Argentinian “Compassionate Use” national law, which allows patients with refractory epilepsy, holding a medical prescription from a neurologist, to apply for special access to imported medical cannabis products.

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In Panama, Tilray has entered into a joint venture with Top Tech Global Inc, creating Solana Life Group, that has received a medical cannabis license issued by the National Directorate of Pharmacy and Drugs in Panama authorizing the cultivation, manufacturing, import, export, distribution and sale of medical cannabis in the country.

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Our products are also distributed by multiple wholesalers and directly to pharmacies in various countries throughout Europe and in Australia.

Wholesale

In Canada, we are authorized to sell wholesale bulk and finished cannabis products to other licensees under the Cannabis Regulations. The bulk wholesale sales and distribution channel requires minimal selling, administrative, and fulfillment costs. Our focus on the right strain assortment, quality of flower, extraction capabilities and processing, enables us to drive wholesale channel opportunities for revenue growth.

Changes in the Canadian market continue to result in more competitors moving towards an asset light model through the rationalization of cultivation facilities. As this transition occurs, the Company anticipates demand for its saleable flower to increase, providing new opportunities in the wholesale channel.

We also intend to expand our capabilities outside of saleable flower, as our quality of extraction processes continue to grow. We plan to be selective in choosing partners, with the intent to secure supply agreements to further optimize and drive efficiency within our supply chain and operations. While we intend to pursue wholesale sales channels as part of our growth strategies in Canada, these sales will continue to be used to aid in balancing inventory levels.

Regulatory Environment

Canadian Medical and Adult-Use

Medical and adult-use cannabis in Canada is regulated under the federal Cannabis Act (Canada) (the “Cannabis Act”) and the Cannabis Regulations (“CR”) promulgated under the Cannabis Act. Both the Cannabis Act and CR came into force in October 2018, superseding earlier legislation that only permitted commercial distribution and home cultivation of medical cannabis. The following are the highlights of the current federal legislation:

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a federal license is required for companies to cultivate, process and sell cannabis for medical or non-medical purposes. Health Canada, a federal government entity, is the oversight and regulatory body for cannabis licenses in Canada;

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allows individuals to purchase, possess and cultivate limited amounts of cannabis for medical purposes and, for individuals over the age of 18 years, for adult-use recreational purposes;

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enables the provinces and territories to regulate other aspects associated with recreational adult-use. In particular, each province or territory may adopt its own laws governing the distribution, sale and consumption of cannabis and cannabis accessory products, and those laws may set lower maximum permitted quantities for individuals and higher age requirements;

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promotion, packaging and labelling of cannabis is strictly regulated. For example, promotion is largely restricted to the place of sale and age-gated environments (i.e., environments with verification measures in place to restrict access to persons of legal age). Promotions that appeal to underage individuals are prohibited;

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since the current federal regime came into force on October 17, 2018, certain classes of cannabis, including dried cannabis and oils, have been permitted for sale into the medical and adult-use markets;

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following amendments to the CR that came into force on October 17, 2019 (often referred to as Cannabis 2.0 regulations), other non-combustible form-factors, including edibles, topicals, and extracts (both ingested and inhaled), are permitted in the medical and adult-use markets;

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export is restricted to medical cannabis, cannabis for scientific purposes, and industrial hemp; and

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sale of medical cannabis occurs on a direct-to-patient basis from a federally licensed provider, while sale of adult-use cannabis occurs through retail-distribution models established by provincial and territorial governments.

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All provincial and territorial governments have, to varying degrees, enacted regulatory regimes for the distribution and sale of recreational adult-use cannabis within their jurisdiction, including minimum age requirements. The retail-distribution models for adult-use cannabis varies nationwide:

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Quebec, New Brunswick, Nova Scotia and Prince Edward Island adopted a government-run model for retail and distribution;

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Ontario, British Columbia, Alberta, and Newfoundland and Labrador adopted a hybrid model with some aspects, including distribution and online retail being government-run while allowing for private licensed retail stores;

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Manitoba and Saskatchewan adopted a private model, with privately-run retail stores and online sales, with distribution in Manitoba managed by the provincial government;

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the three northern territories of Yukon, Northwest Territories and Nunavut adopted a model that mirrors their government-run liquor distribution model.

In addition, the cannabis industry is subject to substantial federal and provincial excise taxes. Excise taxes may be increased in the future by the federal or any provincial government or both.

European Union Medical Use

Each country within the European Union (“EU”) has its own laws and regulations relating to medical and adult-use cannabis, with most countries only permitting the use of medical cannabis and then to varying degrees. Countries within the EU are at different stages of legalization of medical and adult-use cannabis as some countries have expressed a clear political ambition to legalize adult-use cannabis (Portugal and Luxembourg), some are engaging in an experiment for adult-use (Germany, Netherlands and Switzerland), following the medical legalization in Malta in 2021, in Germany in 2024 and in the Czech Republic in 2026. France is debating regulations for cannabinoid-based medicine and Spain was the last country legalizing medical cannabis in the EU in October 2025.

The EU also requires adherence to EU-GMP standards for the manufacture of active substances and medicinal products, including cannabis products. The EU system for certification of EU-GMP allows a Competent Authority of any EU member state to conduct inspections of manufacturing sites and, if the strict EU-GMP standards are met, to issue a certificate of EU-GMP compliance that is also accepted in other EU member countries.

Competitive Conditions

We continue to face intense competition from the illicit market as well as other companies, some of which may have longer operating histories and more financial resources and manufacturing and marketing experience. With potential consolidation in the cannabis industry, we could face increased competition by larger and better financed competitors.

Growers of cannabis and retailers operating in the illicit market continue to hold significant market share in Canada and are effectively competitors to our business. Illicit market participants divert consumers away through product offerings, price point, anonymity and convenience.

Outdoor cultivation also significantly reduces the barrier to entry by reducing the start-up capital required for new entrants in the cannabis industry. It may also ultimately lower prices as capital expenditure requirements related to growing outside are typically much lower than those associated with indoor growing. Further, the licensed outdoor cultivation capacity is extremely large. While outdoor cultivation is almost exclusively extraction grade, its presence in the market will have a negative effect on pricing of extraction grade wholesale cannabis.

As of May 31, 2026, Health Canada has issued approximately 1,000 active licenses to cannabis cultivators, processors and sellers. Health Canada licenses are limited to individual properties. As such, if a licensed producer seeks to commence production at a new site, it must apply to Health Canada for a new license. As of May 31, 2026, approximately 3,700 authorized retail cannabis stores have opened across Canada. As demand for legal cannabis increases and the number of authorized retail distribution points increases, we believe new competitors are likely to enter the Canadian cannabis market. Nevertheless, we believe our brand recognition combined with the quality, consistency, and variety of cannabis products we offer will allow us to maintain a prominent position in the Canadian adult use and medical markets.

Competition is also based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing and promotional activity, the ability to identify and satisfy consumer preferences, as well as convenience and service.

Internationally, cannabis companies are limited to those countries which have adopted a drug policy that has legalized various aspects of the cultivation, distribution, sale or use of medical cannabis. These disparate frameworks previously have created a barrier to entry for competitors. While navigating these regulatory frameworks remains challenging, we continue to observe more entrants into various markets, especially Germany and Australia and have resultantly experienced increased price compression.

We expect more countries to pass regulation allowing for the use of medical and/or recreational cannabis. While expansion of the global cannabis market will provide more opportunities to grow our international business, we also expect to experience increased global competition.

Distribution Segment

Our Business

CC Pharma GmbH (“CC Pharma”) founded in 1999, is one of the leading pharmaceutical importers in Germany. For more than 25 years, CC Pharma has specialized in the re-importation and parallel importation of European pharmaceuticals, providing branded medicines to the German healthcare market on a more cost-effective basis. Through these activities, CC Pharma supports the socially and economically responsible supply of medicines and contributes to reducing medicinal product costs within the German healthcare system. CC Pharma also supports our medical cannabis business in Germany by providing packaging, order fulfillment, customer service, warehousing, and logistics services.

Our Customers and Product Lines

Our customers include public pharmacies, hospital pharmacies, and specialized pharmacies as well as pharmaceutical wholesalers. Distributing roughly 1,200 product lines, we offer a wide range of medicinal productions for different indications, including anti-rheumatic, oncology, and HIV prescription drugs.

As one of the leading pharmaceutical importers, we have leveraged our core expertise and years of experience in the import business to import high-quality, medical cannabis products for supply to pharmacies and pharmaceutical wholesalers. We also bring experience in the pharmacy market, especially in the areas of infrastructure, international logistics, distribution and regulatory requirements.

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Regulatory Environment

Stringent quality control and assurance are a top priority at CC Pharma. The basis of our quality management is the legal regulations, especially the GDP and GMP guidelines. We use the latest technological means and qualified personnel to continuously improve our company processes.

Wellness Segment

Our Brands and Products

Our Tilray Wellness segment primarily consists of the Manitoba Harvest branded hemp-based food business, which develops, manufactures, markets and distributes a diverse portfolio of hemp-based food, super seeds, and wellness products under various brands, which include Manitoba Harvest and Just Hemp Foods. Manitoba Harvest products are sold in major retailers across the U.S. and Canada. Tilray Wellness also engages in business-to-business ingredient sales of hemp and other seeds. Tilray Wellness also manufactures, markets, and distributes wellness beverages, including HiBall Energy. HiBall Energy was acquired through Craft Acquisition I and is made with zero sugar, zero calories, and organic caffeine. HiBall’s products are all crafted with a proprietary energy blend, consisting of caffeine, guarana, and ginseng.

Our Operations

In our Wellness segment, we own two BRC accredited facilities located in Manitoba, Canada that are dedicated to hemp processing and packaging Manitoba Harvest, Just Hemp Foods and private label products including hulled hemp seeds, hemp oil, and hemp protein.

Distribution

Our Wellness sales consist of hemp and other hemp-based food products, which are sold to retailers, wholesalers, and direct to consumers. We are a leading provider of hemp seeds and related food products that are sold in over 21,000 retail locations in the United States and Canada and available globally in 18 countries.

Regulatory Environment

United States Regulation of Hemp-Based CBD & THC

Hemp products are subject to state and federal regulation with respect to the production, distribution and sale of products intended for human ingestion or topical application. Hemp is categorized as Cannabis sativa L., a subspecies of the cannabis genus. Numerous unique, chemical compounds are extractable from Hemp, including CBD and THC. Hemp, as defined in the Agriculture Improvement Act of 2018 (the “2018 Farm Bill”), is distinguishable from marijuana, which also comes from the Cannabis sativa L. subspecies, by its absence of more than trace amounts (0.3% or less) of the psychoactive compound delta-9 THC. This definition, as currently in effect, is subject to the federal legislative amendment described below.

The 2018 Farm Bill preserves the authority and jurisdiction of the Food and Drug Administration (the “FDA”), under the Food Drug & Cosmetic Act (the “FD&C Act”), to regulate the manufacture, marketing, and sale of food, drugs, dietary supplements, and cosmetics, including products that contain Hemp extracts and derivatives, such as CBD. As a result, the FD&C Act will continue to apply to Hemp-derived food, drugs, dietary supplements, cosmetics, and devices introduced, or prepared for introduction, into interstate commerce. The 2018 Farm Bill has also enabled production of hemp seed in the U.S. and the FDA issued letters of no objection to the GRAS (Generally Recognized as Safe) notifications for hulled hemp seeds, hemp seed protein, and hemp seed oil. As a producer and marketer of Hemp-derived products and hemp seed-derived food products, the Company must comply with the FDA regulations applicable to manufacturing and marketing of certain products, including food, dietary supplements, and cosmetics.

As a result of the 2018 Farm Bill, federal law dictates that CBD and THC derived from Hemp is not a controlled substance; however, CBD and THC derived from Hemp may still be considered a controlled substance under applicable state law. Individual states take varying approaches to regulating the production and sale of Hemp and Hemp-derived CBD and THC. Some states explicitly authorize and regulate the production and sale of Hemp-derived CBD and THC or otherwise provide legal protection for authorized individuals to engage in commercial Hemp activities. Other states, however, maintain drug laws that do not distinguish between marijuana and Hemp and/or Hemp-derived CBD or THC which results in Hemp being classified as a controlled substance under certain state laws.

On November 12, 2025, Congress enacted, and the President signed, full-year FY2026 agriculture appropriations legislation (P.L. 119-37) that amends the federal definition of hemp under 7 U.S.C. § 1639o. The legislation replaces the prior 0.3% delta-9 THC standard with a “total THC” standard (inclusive of THCA and other THC isomers) and establishes a new ceiling of no more than 0.4 milligrams of total THC per container for finished Hemp-derived products. The amended definition is scheduled to take effect on November 12, 2026, following a one-year transition period, after which Hemp-derived products exceeding these thresholds would be treated as marijuana, and therefore as controlled substances, under federal law. While the Company’s Hemp seed-derived food products—including hulled hemp seeds, hemp oil, and hemp protein—generally contain only negligible amounts of THC and are expected to remain within the amended definition, the legislation could materially affect the broader market for Hemp-derived CBD and THC products, and the Company continues to evaluate its potential impact on certain of its product lines.

Seasonality

Our sales of craft beer and spirits generally reflect a degree of seasonality, with comparatively higher sales in the summer and the winter holiday season. Typically, the demand for cannabis is fairly consistent throughout the calendar year, with an increase in the pre-roll cannabis category in the Canadian adult-use market during the summer months. Additionally, the demand for our hemp-based food and wellness products is fairly consistent throughout the calendar year, with modestly higher demand for certain natural energy during the warmer months. Therefore, the results for any particular quarter may not be indicative of the results to be achieved for the full year.

Environmental and Social

Environmental

Tilray recognizes the importance of climate change and the potential risks it poses to our business and the environment. We are committed to playing our part in mitigating climate change by monitoring our greenhouse gas (GHG) emissions, minimizing our environmental footprint, and promoting sustainable practices within our operations. We understand that climate change presents both risks and opportunities to our business. As a global lifestyle consumer products company, we recognize that climate-related risks may include changing weather patterns, water scarcity, and regulatory developments related to emissions and energy consumption. These risks can affect our supply chain, cultivation processes, and distribution networks, potentially impacting our financial performance. On the other hand, we see opportunities in adopting sustainable practices, developing innovative solutions, and embracing renewable energy sources. By proactively managing climate-related risks and identifying opportunities, we aim to enhance our resilience, reduce costs, and create long-term value for our shareholders. As such, the Company has implemented several initiatives to address climate change and promote sustainability across our operations which include:

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GHG Emissions Monitoring: We are committed to monitoring our GHG emissions by assessing energy-efficient technologies, optimizing transportation logistics, and monitoring our energy consumption.

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Supply Chain Sustainability: We are working closely with our suppliers to encourage innovative solutions to improve our environmental footprint. This includes assessing suppliers' environmental performance, promoting responsible sourcing, and supporting initiatives that enhance sustainability throughout the value chain. Specifically, in our Cannabis business we recently adopted the use of biodegradable Hemp packaging on certain products to reduce the use of single-use plastics.

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Waste Management: We have implemented waste management programs to minimize waste generation and promote recycling and reuse. Through these efforts, we strive to reduce our environmental impact and contribute to the circular economy.

Environmental Regulation

Our cannabis, brewing and spirits operations are subject to a variety of federal, state and local environmental laws and regulations and local permitting requirements and agreements regarding, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of hazardous waste. In addition, any new products introduced by us are subject to a comprehensive environmental assessment by an independent third-party expert, including an assessment of how such products may create environmental risks.

While we have no reason to believe the operation of our facilities violates any such regulation or requirement, including the Clean Air Act, the Clean Water Act and the Resource Conservation and Recovery Act, environmental regulation is evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. If a violation were to occur, or if environmental regulations were to become more stringent in the future, we could be adversely affected.

Social

As a socially responsible corporation, Tilray recognizes the importance of addressing the social dimensions of our operations and their impact on various stakeholders. We actively engage with the communities in which we operate, understanding that our success is intertwined with their well-being. Through donations to the Erie Shores Community Hospital in Leamington, support to our Canadian veterans and other compassionate use cannabis programs, and donations to the Waterkeeper Alliance from Sweetwater's 420 fest, we aim to address local needs and contribute to social development. As well, during the year the Company launched a podcast “Men’s Health on Tap” with our Beverage division and renowned doctors to spark conversations and encourage friends, family, and colleagues to discuss men’s health openly through awareness, education, and launching outreach activities aimed at increasing men’s health literacy.

Our commitment to social responsibility is further evident in the various wellness initiatives undertaken by Manitoba Harvest. These include environmental and community support activities for Earth Month, and partnerships with One Tree Planted and Kiss the Ground. Furthermore, we ensure the sustainability of our practices through donations of dated items to Second Harvest and maintaining the Certified Carbon Neutral status for Fresh Hemp Foods. Fresh Hemp Foods has also been a certified B Corp for 12 years, reflecting our dedication to social and environmental performance, accountability, and transparency. Additionally, our product line boasts seven Regenerative Organic Certified (ROC) SKUs, underscoring our commitment to regenerative agriculture and sustainable practices.

In our facility operations, we also monitor and implement sustainability programs globally to minimize our environmental footprint. These initiatives include comprehensive recycling programs, the installation of an additional solar power plant to supplement our existing one, retrofitting greenhouse lighting from high-pressure sodium (HPS) to LED technology, and substituting natural gas-powered boilers with heat-pumps. These efforts reflect our unwavering commitment to environmental stewardship and sustainable practices.

We strive to help inspire and empower the worldwide community to live their very best life and build long-lasting relationships based on trust and mutual benefit.

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Employees and Human Capital Resources

Our Commitments and Values

Our vision and purpose unite, inform and inspire our employees to apply their talents to make a positive difference. We foster a collaborative and dynamic work environment providing all employees with the opportunity to work cross-functionally and easily gain exposure to other teams’ diverse opinions and perspectives. We strive for every employee to reach their full potential and grow with Tilray.

We continue to focus on developing a culture of compliance, which includes annual training for the Company's employees on applicable corporate policies, including our Code of Conduct, Insider Trading and Trading Window Policy, Corporate Governance Guidelines and Open Door Policy for Reporting Complaints Regarding Accounting and Auditing Matters.

At Tilray, we recognize that our people are our greatest asset, and we strive to create a workplace that fosters their growth, development, and wellbeing. As of May 31, 2026, we have approximately 3,595 employees worldwide. We consider relations with our employees to be good and have never experienced work stoppages. Aside from certain of our Cantanhede, Portugal and Portland Oregon employees from the initial Craft Brand acquisition, none of our employees are represented by labor unions or are subject to collective bargaining agreements. As is common for most companies doing business in Portugal, we are subject to a government-mandated collective bargaining agreement which grants employees nominal additional benefits beyond those required by the local labor code.

Our human capital resource management approach is centered on the following key areas:

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Talent Acquisition and Development. We have implemented a comprehensive talent acquisition and development program to attract, retain, and develop our employees. This includes regular performance assessments, feedback mechanisms, and opportunities for skill-building and career advancement.

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Health and Safety. We are committed to providing a safe and healthy workplace for all employees. We have implemented strict health and safety protocols, including regular safety training, ergonomic assessments, and mental health support.

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Compensation and Benefits. We strive to provide competitive compensation and benefits packages that align with industry standards and reflect the value that our employees bring to the organization.

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Employee Engagement. We prioritize employee engagement and satisfaction, as we believe that engaged employees are more productive, innovative, and committed.

AI and Cryptocurrency Business Strategy

We are dedicated to leveraging advanced technologies to align with our shareholder interests, the consumer of tomorrow, enhancing efficiency and driving growth. We are implementing AI across our global operations to enhance our expertise, optimize processes, achieve substantial improvements, and advance our business objectives. In the cultivation sector, we are utilizing advanced horticulture automation technology throughout our global greenhouse operations. By integrating this technology with AI-driven data insights, we can manage greenhouse conditions in real-time, leading to more efficient operations, increased output, superior quality, and reduced costs for resources such as labor, water, and energy. The Company is also exploring strategic initiatives related to cryptocurrency that align with our business goals.

Available Information

Our website address is www.tilray.com. We file or furnish annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission (“SEC”). You may obtain a copy of any of these reports, free of charge, from the investors section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site that also contains these reports at: www.sec.gov. In addition, copies of our annual report are available, free of charge, on written request to us.

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We have a Code of Conduct that applies to our Board of Directors (“Board”) and all of our officers and employees, including, without limitation, our Chief Executive Officer and Chief Financial Officer. You can obtain a copy of our Code of Conduct, as well as our Corporate Governance Guidelines and charters for each of the Board’s standing committees, from the Investors section of our website at: www.tilray.com. If we change or waive any portion of the Code of Conduct that applies to any of our directors, executive officers or senior financial officers, we will disclose such information. Information on our website is not incorporated by reference into this Form 10-K or any other report filed with the SEC.