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- Covenant Waiver and Borrowing Restriction (new) — Subsequent to the quarter ended August 31, 2026, the Company entered into the Seventh Amendment, which among other things, provides that the financial covenants will not be tested for the fiscal quarter ended August 31, 2026 and revises certain financial covenants for subsequent periods. The Seventh Amendment also limits borrowing availability under the revolving facility.
- Covenant Waiver (new) — The Company obtained a waiver of financial covenant testing for the quarter.
Tilray Brands swung to a net loss of $40.0M in the fiscal first quarter as revenue rose 22.7% to $257.1M, while operating expenses surged 83.4%.
Filed October 8, 2026 · Period ending August 31, 2026 · Compared to 10-Q Oct 9, 2025 · ~1 min read
Key Financials
SEC XBRL| Metric | PriorAug 31, 2025 | CurrentAug 31, 2026 | Δ |
|---|---|---|---|
| Revenue | $209.5M | $257.1M | ▲ +22.7% |
| Net income | -$322,000 | -$43.1M | ▼ -13297.8% |
| Diluted EPS | $0.00 | -$0.32 | ▼ n/m |
| Operating income | $2.1M | -$24.1M | ▼ n/m |
| Cash & equivalents | $264.8M | $215.0M | ▼ -18.8% |
| Total assets | $2.08B | $2.33B | ▲ +11.8% |
As reported in XBRL by the filer · 10-Q vs 10-Q. Income figures cover the fiscal quarter (not year-to-date); cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →
Key Number Changes
Prior filing · verify on EDGAR →
For the three months ended August 31, 2025, we incurred $0.4 million of transaction expenses, as discussed further below.
Current filing · verify on EDGAR →
For the three months ended August 31, 2026, we incurred $4.8 million of transaction costs, net. For the three months ended August 31, 2025, we incurred $0.4 million of transaction costs, net.
Prior filing · verify on EDGAR →
Convertible debentures payable 84,267 86,428
Current filing · verify on EDGAR →
Current portion of convertible debentures payable 59,224 —
Key Changes
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high
The company entered into a Seventh Amendment to its credit agreement that suspends financial covenant testing for the quarter and limits borrowing availability under the revolving facility, a material liquidity development.
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high
Net revenue increased 22.7% to $257.1M, with the Beverage Alcohol Business segment revenue up 82.1% to $101.5M.
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high
Operating expenses rose 83.4% to $101.6M, including $4.8M of transaction costs, net, and $2.4M of restructuring costs, and the company reported an operating loss of $24.1M.
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medium
Cannabis segment net revenue declined 13.0% to $56.1M.
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medium
Cash and cash equivalents decreased to $215.0M from $226.0M, and net cash used in operating activities was $16.5M compared to $1.3M a year earlier.
Summary
Tilray Brands reported a net loss of $40.0M for the fiscal first quarter ended August 31, 2026, compared to net income of $1.5M in the prior-year period. Revenue grew 22.7% to $257.1M. Operating expenses increased 83.4% to $101.6M, and the company reported an operating loss of $24.1M.
The Beverage Alcohol Business segment was the primary growth driver, with net revenue up 82.1% to $101.5M. The Cannabis segment saw net revenue decline 13.0% to $56.1M.
Liquidity remains a concern. The company entered into a Seventh Amendment to its credit agreement that suspends financial covenant testing for the quarter and limits borrowing availability under the revolving facility. Cash and cash equivalents decreased to $215.0M, and net cash used in operating activities was $16.5M. The company continues to evaluate strategic options to improve profitability and cash flow.
Section-by-Section Diff
MD&A
The MD&A now discloses a Seventh Amendment to the credit agreement that suspends financial covenant testing for the quarter and restricts borrowing availability, a material liquidity development.
Added in current filing · verify on EDGAR →
Subsequent to the quarter ended August 31, 2026, the Company entered into the Seventh Amendment, which among other things, provides that the financial covenants will not be tested for the fiscal quarter ended August 31, 2026 and revises certain financial covenants for subsequent periods. The Seventh Amendment also limits borrowing availability under the revolving facility.
The current filing discloses a Seventh Amendment to the credit agreement that waives covenant testing for the quarter and restricts borrowing availability, a material liquidity development not present in the prior period.
Previous filing · verify on EDGAR →
Additionally, during the quarter, we experienced a marginal increase in market share in Canada from 9.3% to 9.4% from the immediately preceding quarter as reported by Hifyre data for all provinces, excluding Quebec where Weedcrawler was deemed more accurate.
Current filing · verify on EDGAR →
During the first fiscal quarter, we experienced a decrease in market share in Canada from 7.9% to 7.4% from the immediately preceding quarter as reported by Hifyre data for all provinces, excluding Quebec where Weedcrawler was deemed more accurate.
Canadian market share declined to 7.4% from 7.9% sequentially, a reversal from the prior year's increase, driven by supply rotation and a componentry vendor out-of-stock.
Added in current filing · verify on EDGAR →
Recent changes to Germany’s statutory health insurance framework removed dried medical cannabis flower from the benefit entitlement under §31(6) SGB V. As a result, patients seeking to continue treatment with dried flower through the statutory system will generally be required to cover the cost privately.
The current filing adds a discussion of German regulatory changes that remove dried flower from statutory reimbursement, potentially shifting demand to self-pay and affecting the company's product mix.
Added in current filing · verify on EDGAR →
In April 2026, the U.S. Department of Justice (the “DOJ”) issued an order rescheduling FDA‑approved cannabis products and state‑licensed medical cannabis from Schedule I to Schedule III under the Controlled Substances Act. The DEA conducted an expedited administrative hearing to consider broader rescheduling. While the DOJ rescheduling order is facing legal challenges in the D.C. Circuit Court of Appeals, the only expected additional step in the proceedings was for the DEA Chief Administrative Law Judge (the “ALJ”) to issue his recommendation on rescheduling to the DEA, who would then make a final determination on policy. Most recently, the ALJ granted a motion for a stay filed by certain parties who claimed that the recent Government Accountability Office (“GAO”) report on drug scheduling should be entered into the record.
The current filing provides a detailed update on U.S. cannabis rescheduling proceedings, including the DOJ order, legal challenges, and a stay granted by the ALJ, which was not discussed in the prior period.
Previous filing · verify on EDGAR →
During the fiscal year ended May 31, 2025, the Company accrued $8.5 million of restructuring charges related to the closure of Hop Valley and other Project 420 initiatives within the Beverage segment, of which $1.2 million was recognized in the three months ended August 31, 2025 thereby, reducing the accrual to $7.3 million.
Current filing · verify on EDGAR →
Within the Beverage segment, restructuring activities primarily related to a business optimization plan designed to consolidate production, streamline and simplify operations, and improve the Beverage cost structure. Activities implemented under the plan included the closure of and the consolidation of volumes into certain brewery and related facilities. More specifically, in connection with our business optimization plan, we made decisions to cease production at our Terrapin facility in Athens, GA and our Hop Valley facility located in Eugene, OR, as well as executing an agreement to divest our Atwater business.
The current filing discloses new restructuring actions including the closure of Terrapin and Hop Valley facilities and the divestiture of Atwater, expanding the scope of the beverage optimization plan.
Show 1 minor / wording change
Previous filing · verify on EDGAR →
For the three months ended August 31, 2025, we incurred $0.4 million of transaction expenses, as discussed further below.
Current filing · verify on EDGAR →
For the three months ended August 31, 2026, we incurred $4.8 million of transaction costs, net. For the three months ended August 31, 2025, we incurred $0.4 million of transaction costs, net.
Transaction costs increased from $0.4 million to $4.8 million, driven by integration of BrewDog and Lyphe and professional fees related to the BrewDog administration process.
Risk Factors
The risk factors were substantially revised, with new risks related to the revolving credit facility restrictions and BrewDog-related transactions, and removal of several prior risks.
Added in current filing · verify on EDGAR →
Our access to the revolving credit facility is restricted and, if we are unable to demonstrate compliance with the applicable financial covenants in the future, the restrictions may continue and the lenders may exercise remedies that could materially adversely affect our liquidity and financial condition.
A new risk factor was added regarding restricted access to the revolving credit facility and potential lender remedies if financial covenants are not met.
Added in current filing · verify on EDGAR →
We may not realize anticipated benefits from acquisitions, including our craft beverage and BrewDog-related transactions, and may face integration challenges and operational disruption.
The risk factor now specifically mentions BrewDog-related transactions.
Removed from previous filing · verify on EDGAR →
Government regulation is evolving, including potential regulatory developments in the United States to reschedule cannabis from Schedule I to Schedule III under the Controlled Substances Act or revise the current federal framework under the 2018 Farm Bill for hemp-derived cannabis, including Delta-9. In addition, we are subject to potential modifications to existing regulatory frameworks outside of North America, as well as uncertainties and potential delays in receiving required export/import permits in Europe and Australia. Any unfavorable changes to or lack of commercial legalization, or extended delays in receipt of required permits, could negatively impact our businesses and the potential planned expansion of our business.
The detailed risk factor on evolving government regulation was removed, replaced by a more general statement on regulatory changes.
Show 5 minor / wording changes
Removed from previous filing · verify on EDGAR →
We may not achieve the expected revenue or other benefits from the craft beer operations we acquired in fiscal years 2024 and 2025.
The specific risk regarding craft beer acquisitions from fiscal 2024 and 2025 was removed.
Removed from previous filing · verify on EDGAR →
We may experience difficulties integrating operations and realizing the expected benefits of recent acquisitions, including the Craft brands acquisitions.
The separate risk factor on integration difficulties was removed, possibly consolidated into the broader acquisition risk factor.
Removed from previous filing · verify on EDGAR →
Our cannabis business is dependent upon regulatory approvals and licenses, ongoing compliance and reporting obligations, and timely renewals.
The specific risk factor on regulatory approvals and licenses was removed, though a broader regulatory risk remains.
Removed from previous filing · verify on EDGAR →
Regulations constrain our ability to market and distribute our products in Canada.
The risk factor specific to Canadian marketing and distribution constraints was removed.
Removed from previous filing · verify on EDGAR →
Changes in consumer preferences or public attitudes about alcohol could decrease demand for our beverage products.
The risk factor on changing consumer preferences for alcohol was removed, possibly folded into a broader beverage risk factor.
Notes
The notes reflect the acquisition of BrewDog and Lyphe, a new credit agreement amendment, and a shift in convertible debt classification.
Added in current filing · verify on EDGAR →
On March 2, 2026, Tilray Brands UK Ltd (“Tilray UK”), a wholly-owned subsidiary of the Company, entered into a Business and Asset Sale Agreement (the “BrewDog BASA”) pursuant to which Tilray UK acquired certain business operations and assets of BrewDog plc and certain of its subsidiaries
The Company acquired BrewDog's UK, Australia, and US operations in March and April 2026, expanding its beverage business internationally.
Added in current filing · verify on EDGAR →
On April 15, 2026, Tilray Lyphe UK Limited, an indirect wholly-owned subsidiary of the Company, acquired the Lyphe Group (“Lyphe”), a UK-based medical cannabis clinic and digital pharmacy platform
The Company acquired Lyphe, a UK medical cannabis clinic and digital pharmacy platform, supporting vertical integration and expansion in the UK medical cannabis market.
Previous filing · verify on EDGAR →
On July 25, 2025, the Company’s wholly-owned subsidiary, American Beverage Crafts Group Inc. (“ABC Group”), formerly known as Four Twenty Corporation, finalized its fifth amendment (the “Amendment”) to that certain Credit Agreement dated as of June 30, 2023 (the “ABC Group Credit Agreement”) by and among the Borrower, Bank of America, N.A., in its capacity as Administrative Agent, and certain other guarantors and lenders party thereto.
Current filing · verify on EDGAR →
On October 7, 2026, ABC Group entered into a Seventh Amendment to Credit Agreement (the “Seventh Amendment”) with Bank of America, N.A., in its capacity as Administrative Agent, and certain other guarantors and lenders which are a party thereto. Specifically, the Seventh Amendment amends the Credit Agreement dated June 30, 2023, and among other things, provides that the financial covenants will not be tested for the fiscal quarter ended August 31, 2026 and revises certain financial covenants for subsequent periods.
The credit agreement was amended to waive covenant testing for the quarter ended August 31, 2026 and revise covenants for future periods.
Previous filing · verify on EDGAR →
Convertible debentures payable 84,267 86,428
Current filing · verify on EDGAR →
Current portion of convertible debentures payable 59,224 —
The TLRY 27 Notes are now classified as current liabilities, reflecting their maturity on June 15, 2027, which is within one year of the balance sheet date.
Previous filing · verify on EDGAR →
In connection with the integration of certain acquisitions and strategic transactions, the Company has incurred restructuring and exit costs in the amount of $869 for the three months ended August 31, 2025, compared to $4,247 for the prior year period.
Current filing · verify on EDGAR →
In connection with the integration of certain acquisitions and strategic transactions, the Company has incurred restructuring and exit costs in the amount of $2,447 for the three months ended August 31, 2026, compared to $869 for the three months ended August 31, 2025.
Restructuring costs increased significantly due to a beverage business optimization plan involving facility closures and divestitures, including the Terrapin and Hop Valley facilities.
Show 3 minor / wording changes
Previous filing · verify on EDGAR →
During the three months ended August 31, 2025, the Company purchased 9.16 units of Bitcoin.
Current filing · verify on EDGAR →
During the three months ended August 31, 2026, the Company did not purchase any units of Bitcoin or other cryptocurrency.
The Company did not purchase additional digital assets in the current quarter, whereas it purchased Bitcoin in the prior year quarter.
Previous filing · verify on EDGAR →
During the three months ended August 31, 2025, the contingent consideration amount was estimated by applying a probability of achievement of 0% on the $15,000 sales earn-out component and 0% on the remaining criteria, which is not expected to be achieved and as such resulted in a corresponding change in fair value of $15,000 for the contingent consideration liability recognized.
Current filing · verify on EDGAR →
During the three months ended August 31, 2026, there was no change in the fair value of contingent consideration, as the applicable measurement period concluded during the prior fiscal year and as a result no contingent consideration obligation was payable.
The Montauk contingent consideration earn-out period concluded in fiscal 2026 with no payment due, eliminating the liability.
Previous filing · verify on EDGAR →
Change in fair value of warrant liability (3,670 ) 696
Current filing · verify on EDGAR →
Change in fair value of warrant liability $ — $ (3,670 )
The warrant liability was eliminated as all outstanding warrants were exercised in September 2025.
Controls
Tilray excluded multiple acquisitions from its internal control assessment, up from one in the prior year, and disclosed their asset and revenue percentages.
Previous filing · verify on EDGAR →
Consistent with guidance issued by the SEC, the scope of management’s assessment of the effectiveness of our disclosure controls and procedures did not include the internal controls over financial reporting of our recently acquired businesses from the Craft Acquisition II, which was effective on September 1, 2024.
Current filing · verify on EDGAR →
During our fiscal year ended May 31, 2026, we acquired certain business operations and assets of BrewDog plc and certain of its subsidiary undertakings (BrewDog UK I), BrewDog Brewing Australia Pty Ltd (BrewDog AUS), certain BrewDog assets in the U.S (BrewDog US), five additional BrewDog brewpubs in Scotland and England (BrewDog UK II), and the Lyphe Group (Lyphe), and during the quarter ended August 31, 2026, we acquired HelloMD Corporation (HelloMD).
The number of acquisitions excluded from the internal control assessment increased from one (Craft Acquisition II) to multiple acquisitions (BrewDog UK I, BrewDog AUS, BrewDog US, BrewDog UK II, Lyphe, and HelloMD). The current filing provides the percentage of total assets and net revenues represented by each excluded acquisition, whereas the prior filing only gave combined percentages for the single acquisition.
Financial Statements
Primary statements as printed on the EDGAR filing (iXBRL face). Companyfacts is used only when a statement is not on the HTML face. Not generated by the model.
Consolidated Statements of Income (Loss) (Unaudited)
(in thousands of United States dollars, except for share and per share data, unaudited)
| Description | Three months ended August 31, 2026 | Three months ended August 31, 2025 |
|---|---|---|
| Net revenue | 257,147 | 209,501 |
| Cost of goods sold | 179,638 | 152,032 |
| Gross profit | 77,509 | 57,469 |
| Operating expenses: | ||
| General and administrative | 57,608 | 41,053 |
| Selling | 13,593 | 12,923 |
| Amortization | 6,500 | 3,929 |
| Marketing and promotion | 15,736 | 10,155 |
| Research and development | 89 | 41 |
| Change in fair value of contingent consideration | — | (15,000) |
| Litigation costs, net of recoveries | 787 | 1,007 |
| Restructuring costs | 2,447 | 869 |
| Transaction costs, net | 4,802 | 400 |
| Total operating expenses | 101,562 | 55,377 |
| Operating income (loss) | (24,053) | 2,092 |
| Interest expense, net | (6,480) | (6,696) |
| Non-operating income (expense), net | (7,773) | 3,832 |
| (Loss) before income taxes | (38,306) | (772) |
| Income tax expense (recovery), net | 1,725 | (2,285) |
| Net income (loss) | (40,031) | 1,513 |
| Total net income (loss) attributable to: | ||
| Stockholders of Tilray Brands, Inc. | (43,141) | (322) |
| Non-controlling interests | 3,110 | 1,835 |
| Other comprehensive gain (loss), net of tax | ||
| Foreign currency translation gain (loss) | 4,412 | (188) |
| Comprehensive income (loss) | (35,619) | 1,325 |
| Total comprehensive income (loss) attributable to: | ||
| Stockholders of Tilray Brands, Inc. | (38,400) | (489) |
| Non-controlling interests | 2,781 | 1,814 |
| Weighted average number of common shares basic1 | 133,340,533 | 106,027,190 |
| Weighted average number of common shares diluted1 | 133,340,533 | 106,027,190 |
| Net loss per share basic1 | (0.32) | (0.00) |
| Net loss per share diluted1 | (0.32) | (0.00) |
Consolidated Statements of Financial Position (Unaudited)
(in thousands of United States dollars, unaudited)
| Description | August 31, 2026 | May 31, 2026 |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | 214,960 | 225,977 |
| Restricted cash | 3,383 | 3,365 |
| Marketable securities | 3,047 | 5,289 |
| Accounts receivable, net | 190,617 | 189,170 |
| Inventory | 328,973 | 301,192 |
| Prepaids and other current assets | 64,160 | 64,692 |
| Assets held for sale | 2,449 | 2,449 |
| Total current assets | 807,589 | 792,134 |
| Capital assets | 665,923 | 680,225 |
| Operating lease, right-of-use assets | 42,030 | 42,318 |
| Digital assets | 720 | 674 |
| Intangible assets | 42,468 | 42,779 |
| Goodwill | 752,350 | 752,350 |
| Long-term investments | 6,365 | 6,551 |
| Other assets | 10,509 | 10,981 |
| Total assets | 2,327,954 | 2,328,012 |
| Liabilities | ||
| Current liabilities | ||
| Bank indebtedness | 8,688 | 8,775 |
| Accounts payable and accrued liabilities | 335,415 | 318,088 |
| Current portion of lease liabilities | 11,902 | 13,357 |
| Current portion of long-term debt | 15,457 | 18,160 |
| Current portion of convertible debentures payable | 59,224 | — |
| Total current liabilities | 430,686 | 358,380 |
| Long - term liabilities | ||
| Lease liabilities | 158,610 | 158,155 |
| Long-term debt | 118,046 | 120,425 |
| Convertible debentures payable | — | 79,529 |
| Deferred tax liabilities, net | 9,746 | 12,256 |
| Other liabilities | 4,192 | 4,400 |
| Total liabilities | 721,280 | 733,145 |
| Commitments and contingencies (refer to Note 18) | ||
| Stockholders' equity | ||
| Common stock ($0.0001 par value; 1,416,000,000 common shares authorized; 144,936,074 and 131,683,075 common shares issued and outstanding, respectively) | 145 | 132 |
| Treasury Stock (1,124,869 and 589,217 treasury shares issued and outstanding, respectively) | — | — |
| Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively) | — | — |
| Additional paid-in capital | 6,674,469 | 6,627,056 |
| Accumulated other comprehensive loss | (39,492) | (44,233) |
| Accumulated deficit | (5,011,764) | (4,968,623) |
| Total Tilray Brands, Inc. stockholders' equity | 1,623,358 | 1,614,332 |
| Non-controlling interests | (16,684) | (19,465) |
| Total stockholders' equity | 1,606,674 | 1,594,867 |
| Total liabilities and stockholders' equity | 2,327,954 | 2,328,012 |
Consolidated Statements of Cash Flows (Unaudited)
(in thousands of United States dollars, unaudited)
| Description | Three months ended August 31, 2026 | Three months ended August 31, 2025 |
|---|---|---|
| Cash provided by (used in) operating activities: | ||
| Net income (loss) | (40,031) | 1,513 |
| Adjustments for: | ||
| Income tax expense (recovery), net | 1,725 | (2,285) |
| Unrealized foreign exchange (gain) loss | 4,524 | (2,328) |
| Amortization | 18,638 | 15,561 |
| Accretion of convertible debt discount | 1,465 | 1,976 |
| Unrealized (gain) loss on digital assets | (46) | 8 |
| Other non-cash items | (1,745) | 282 |
| Stock-based compensation | 6,584 | 5,052 |
| Loss (gain) on long-term investments | 27 | (39) |
| Loss on derivative instruments | — | 3,670 |
| Change in fair value of contingent consideration | — | (15,000) |
| Change in non-cash working capital: | ||
| Accounts receivable | (1,319) | 14,414 |
| Prepaids and other current assets | 1,004 | (7,133) |
| Inventory | (27,781) | (11,905) |
| Accounts payable and accrued liabilities | 20,414 | (5,127) |
| Net cash used in operating activities | (16,541) | (1,341) |
| Cash provided by (used in) investing activities: | ||
| Investment in capital and intangible assets | (11,009) | (9,523) |
| Proceeds from disposal of capital and intangible assets | 101 | 293 |
| Investment in digital assets | — | (1,000) |
| Sale (purchase) of marketable securities, net | 2,242 | 34,697 |
| Proceeds from long-term investments | 133 | — |
| Business acquisitions, net of cash acquired | (720) | — |
| Net cash used in investing activities | (9,253) | 24,467 |
| Cash provided by (used in) financing activities: | ||
| Share capital issued, net of cash issuance costs | 22,338 | 22,491 |
| Repayment of long-term debt | (5,846) | (2,653) |
| Repayment of lease liabilities | (2,438) | (994) |
| Net (increase) decrease in bank indebtedness | (87) | 1,004 |
| Net cash provided by financing activities | 13,967 | 19,848 |
| Effect of foreign exchange on cash and cash equivalents | 828 | 188 |
| Net increase (decrease) in cash and cash equivalents | (10,999) | 43,162 |
| Cash and cash equivalents, beginning of period | 229,342 | 221,666 |
| Cash and cash equivalents and restricted cash, end of period | 218,343 | 264,828 |
Amounts as printed on the EDGAR/iXBRL face — (in thousands of United States dollars, except for share and per share data, unaudited); (in thousands of United States dollars, unaudited). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 8, 2026 · How we verify