[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_102":103},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","ctajhl5rxt7h8s15deeh2cg8m","revision",2,"title","Tilray Brands Q3净亏损4003万美元，营收增长23%","originalTitle","Tilray Brands, Inc. (0001731348) (Filer)","summary","Tilray Brands Q3净亏损4003万美元，营收2.57亿美元，同比增长23%。公司因收购及重组成本增加，经营现金流净流出1654万美元，同时修订财务契约并限制信贷额度。","reason","Tilray Brands Q3财报显示净亏损扩大，营收增长但经营现金流恶化，同时面临财务契约限制。","source",{"_12":93,"_94":95,"_9":96,"_97":42,"_98":99,"_100":101},"links",{"_90":91,"_78":92},"publishedAt","2026-10-08T21:00:47.000Z","discoveredAt","2026-10-08T21:24:39.257Z","timelineAt","category","ai-products","tags",[84,85,86,87,88,89],"stockSymbols",[83],"score",75,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fAbevTRCQPC0",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","e09a6435-d166-4c9f-ae3e-ede4d7e2d0c4","Tilray Brands Q3财报发布",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿，哥伦比亚特区 20549

表格 10-Q

(选择一项)

☒	根据《1934 年证券交易法》第 13 条或第 15(d) 条提交的季度报告

截至 2026 年 8 月 31 日的季度

或

☐	根据《1934 年证券交易法》第 13 条或第 15(d) 条提交的过渡报告

从至的过渡期间

委员会文件编号：001-38594

TILRAY BRANDS, INC.

(根据其章程规定的注册人准确名称)

\n\n\n\n

特拉华州	82-4310622
(州或其他司法管辖区) 成立或组织)	(I.R.S. 雇主识别号码)
265 Talbot Street West, Leamington, ON	N8H 5L4
(主要执行办公室地址)	(邮政编码)

注册人的电话号码，包括区号：(844) 845-7291

根据法案第 12(b) 条注册的证券：

\n\n

每类的标题

交易

符号

注册的交易所名称

普通股，每股面值0.0001美元

TLRY

纳斯达克全球精选市场

通过复选框指示注册人（1）是否在过去12个月内（或注册人需要提交此类报告的较短期间）根据《1934年证券交易法》第13条或第15(d)条提交了所有应提交的报告，以及（2）是否在过去90天内受制于这些提交要求。是 ☒ 否 ☐

通过复选框指示注册人是否在前12个月内（或注册人需要提交此类文件的较短期间）根据S-T条例第405条（本章第232.405条）提交了所有应提交的交互式数据文件。是 ☒ 否 ☐

通过复选框指示注册人是否是大型加速申报者、加速申报者、非加速申报者、较小报告公司或新兴成长公司。请参见《交易法》第12b-2条中“大型加速申报者”、“加速申报者”、“较小报告公司”和“新兴成长公司”的定义。

\n\n\n\n\n

大型加速申报者	☒	加速申报者	☐

非加速申报者	☐	较小报告公司	☐

新兴成长公司	☐

如果是一家新兴成长公司，请通过复选框表明注册人是否已选择不使用根据《交易法》第13(a)条提供的任何新修订的财务会计标准的延长过渡期。 ☐

通过复选框指示注册人是否是壳公司（根据《交易法》第12b-2条定义）。是 ☐ 否 ☒

通过复选框指示注册人是否已根据《1934年证券法》第12、13或15(d)条提交了所有应提交的文件和报告，这些文件和报告是在法院确认的证券分发计划之后提交的。是 ☒ 否 ☐

截至2026年10月6日，注册人已发行并流通了147,787,523股普通股，每股面值0.0001美元。

		页码
第一部分。	财务信息	1
项目 1。	未经审计的财务报表	1
	未经审计的合并财务状况表	1
	未经审计的合并损益表和综合损益表	2
	未经审计的股东权益合并表	3
	未经审计的合并现金流量表	4
	中期合并财务报表附注	5
项目2。	管理层讨论与分析	24
项目3。	关于市场风险的定量和定性披露	44
项目4。	控制与程序	44
第二部分。	其他信息	45
项目1。	法律诉讼	45
项目1A。	风险因素	46
项目2。	未注册的股权证券销售及资金使用	47
项目3。	高级证券违约	47
项目4。	矿井安全披露	47
项目5。	其他信息	47
项目6。	附件	48
签名	50

关于前瞻性声明的警示说明

本季度财务报告（表格10-Q）是截至2026年8月31日的财季（以下简称“表格10-Q”），根据加拿大证券法包含前瞻性声明，并且根据《1933年证券法》第27A条和《1934年证券交易法》第21E条的含义，旨在受这些条款及其他适用法律所创建的“安全港”条款的约束。此类声明涉及风险、不确定性和假设。如果这些风险或不确定性最终实现，或假设被证明不正确，我们的结果可能与根据加拿大证券法和《1933年证券法》第27A条以及《1934年证券交易法》第21E条的含义，旨在受这些条款及其他适用法律所创建的“安全港”条款约束的前瞻性声明所表达或暗示的结果有重大差异。使用“预期”、“相信”、“继续”、“可能”、“估计”、“期望”、“打算”、“可以”、“可能”、“计划”、“预计”、“将”、“会”、“寻求”或“应”等词，或这些词的否定或复数形式，或类似表达或变化形式，旨在识别此类前瞻性声明。前瞻性声明包括但不限于我们对未来业绩、经营成果和财务状况的信念或期望；我们关于成本节约计划的意图及这些计划的预期收益；我们的战略计划、业务策略、供应链、品牌组合、产品表现和扩张努力；我们对某些业务部门收入的预期及毛利趋势；我们关于资本结构和TLRY 27注释的意图；当前或未来的宏观经济趋势；行业趋势；或立法或监管变化，包括我们关于关税对成本的影响或此类变化带来的增长机会的声明；我们关于加拿大大麻行业整合的声明；我们期望通过将加拿大大麻库存重新定向到国际市场来实现更高利润率的销售；我们对欧洲及其他市场中我们的定位和大麻市场份额的预期；未来的公司收购和战略交易；以及我们从已完成的收购和战略交易整合中预期的协同效应、现金节约和效率；以及我们对循环信贷额度的可用性以及我们在未来期间遵守信贷额度财务条款的能力的预期。

可能使实际结果与前瞻性声明有重大差异的风险和不确定性包括但不限于本表格10-Q中确定的风险以及其他在我们截至2026年5月31日财年的最新年度报告（表格10-K）中描述的风险和事项，以及我们不时向美国证券交易委员会和加拿大证券文件提交的其他文件中描述的风险和事项。

前瞻性声明基于我们在本 Form 10-Q 发布日期可用的信息，虽然我们认为这些信息为这些声明提供了合理的依据，但这些声明本质上是不确定的，投资者应谨慎不要过度依赖这些声明。您不应将前瞻性声明或前瞻性信息作为未来事件的预测。

我们不承担更新前瞻性声明以反映实际结果或假设或情况变化的义务，除非适用法律要求。

第一部分—财务信息

第1项财务报表（未审计）。

TILRAY BRANDS, INC.

合并资产负债表

（以千美元为单位，未审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	*8月31日*			*5月31日*
	*2026*			*2026*
资产
流动资产
现金和现金等价物	$	214,960			$	225,977
受限现金		3,383				3,365
可供出售证券		3,047				5,289
应收账款，净额		190,617				189,170
存货		328,973				301,192
预付款和其他流动资产		64,160				64,692
待售资产		2,449				2,449
流动资产合计		807,589				792,134
固定资产		665,923				680,225
经营租赁使用权资产		42,030				42,318
数字资产		720				674
无形资产		42,468				42,779
商誉		752,350				752,350
长期投资		6,365				6,551
其他资产		10,509				10,981
资产总计	$	2,327,954			$	2,328,012
负债
流动负债
银行借款	$	8,688			$	8,775
应付账款和应计负债		335,415				318,088
租赁负债的当期部分		11,902				13,357
长期债务的当期部分		15,457				18,160
可转换债券的当期部分		59,224				—
流动负债合计		430,686				358,380
长期负债
租赁负债		158,610				158,155
长期债务		118,046				120,425
可转换债券		—				79,529
递延税负债，净额		9,746				12,256
其他负债		4,192				4,400
负债合计		721,280				733,145
承诺和或有事项（参见第18号注释）
股东权益
普通股（$0.0001 面值；1,416,000,000 股普通股授权；144,936,074 和 131,683,075 股普通股已发行和流通，分别）		145				132
库藏股（1,124,869 和 589,217 股库藏股已发行和流通，分别）		—				—
优先股（$0.0001 面值；10,000,000 股优先股授权；零和零股优先股已发行和流通，分别）		—				—
额外实收资本		6,674,469				6,627,056
其他综合累计亏损		(39,492	)			(44,233	)
累计亏损		(5,011,764	)			(4,968,623	)
Tilray Brands, Inc. 股东权益合计		1,623,358				1,614,332
非控制性权益		(16,684	)			(19,465	)
股东权益合计		1,606,674				1,594,867
负债和股东权益合计	$	2,327,954			$	2,328,012

附注是这些中期合并财务报表的组成部分。

\n 1\n

TILRAY BRANDS, INC.

合并损益表和综合损益表（未审计）

（以千美元为单位，除每股数据外，未审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	截至
	*8月31日*			*8月31日*
	*2026*			*2025*
净收入	$	257,147			$	209,501
销售成本		179,638				152,032
毛利		77,509				57,469
运营费用：
一般及行政费用		57,608				41,053
销售费用		13,593				12,923
摊销		6,500				3,929
市场推广		15,736				10,155
研究与开发		89				41
或有考虑的公允价值变动		—				(15,000	)
诉讼费用，扣除收回		787				1,007
重组费用		2,447				869
交易费用，扣除		4,802				400
运营费用总额		101,562				55,377
运营收入（亏损）		(24,053	)			2,092
利息费用，净额		(6,480	)			(6,696	)
非运营收入（费用），净额		(7,773	)			3,832
税前亏损		(38,306	)			(772	)
所得税费用（恢复），净额		1,725				(2,285	)
净利润（亏损）	$	(40,031	)		$	1,513
归属于：
Tilray Brands, Inc. 的股东		(43,141	)			(322	)
非控股权益		3,110				1,835
其他综合收益（损失），税后
外币折算收益（损失）		4,412				(188	)
综合收益（损失）	$	(35,619	)		$	1,325
归属于：
Tilray Brands, Inc. 的股东		(38,400	)			(489	)
非控股权益		2,781				1,814
加权平均普通股数 - 基本¹		133,340,533				106,027,190
加权平均普通股数 - 稀释¹		133,340,533				106,027,190
每股净损失 - 基本¹	$	(0.32	)		$	(0.00	)
每股净损失 - 稀释¹	$	(0.32	)		$	(0.00	)

¹以前年度的股份和金额已追溯调整，以反映于2025年12月2日生效的反向股票分割。参见注释1（列报基础和重要会计政策摘要）

附注是这些简要中期合并财务报表的组成部分。

\n 2\n

TILRAY BRANDS, INC.

股东权益合并报表’权益

（以千美元为单位，除股份数据外，未经审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

																	累计
	*股份数量*						*股份数量*					额外			其他					非-
	普通		普通			库藏		库藏		*实收资本*			综合			累计		*控股权益*
	股份数量⁽¹⁾		股票			股份数量⁽¹⁾		股票		资本			损失			亏损		权益		总计
2025年5月31日的余额		106,067,875		$	106			(200,422	)	$	—			$	6,401,657		$	(43,063	)	$	(4,847,226	)	$	(21,899	)	$	1,489,575
通过“按市价发行”（ATM）计划发行股票		3,444,380			3			—			—				22,488			—			—			—			22,491
回购TLRY 27可转换票据的发行		1,259,182			1			(120,969	)		—				4,799			—			—			—			4,800
结算TLRY 27可转换票据的权益部分的发行		—			—			—			—				(1,158	)		—			—			—			(1,158	)
行使限制性股票单位（RSUs）		1,057,680			1			—			—				(1	)		—			—			—			—
为员工预扣税有效回购的股份		—			—			—			—				(1,427	)		—			—			—			(1,427	)
基于股票的薪酬		—			—			—			—				5,052			—			—			—			5,052
期间综合收益（损失）		—			—			—			—				—			(167	)		(322	)		1,814			1,325
2025年8月31日的余额		111,829,117		$	111			(321,391	)	$	—			$	6,431,410		$	(43,230	)	$	(4,847,548	)	$	(20,085	)	$	1,520,658

2026年5月31日的余额		131,683,075		$	132			(589,217	)	$	—			$	6,627,056		$	(44,233	)	$	(4,968,623	)	$	(19,465	)	$	1,594,867
通过“按市价发行”（ATM）计划发行股票		4,645,344			5			—			—				22,333			—			—			—			22,338
回购TLRY 27可转换票据的发行		5,229,861			5			(535,652	)		—				24,629			—			—			—			24,634
结算TLRY 27可转换票据的权益部分的发行		—			—			—			—				(6,358	)		—			—			—			(6,358	)
行使限制性股票单位（RSUs）		1,990,747			2			—			—				—			—			—			—			2
为员工预扣税有效回购的股份		—			—			—			—				(7,123	)		—			—			—			(7,123	)
实现基于绩效的可选结算奖励		1,387,047			1			—			—				6,435			—			—			—			6,436
基于股票的薪酬		—			—			—			—				7,497			—			—			—			7,497
期间综合收益（损失）		—			—			—			—				—			4,741			(43,141	)		2,781			(35,619	)
2026年8月31日的余额		144,936,074		$	145			(1,124,869	)	$	—			$	6,674,469		$	(39,492	)	$	(5,011,764	)	$	(16,684	)	$	1,606,674

¹以前年度的股份金额已追溯调整，以反映于2025年12月2日生效的反向股票分割。参见注释1（列报基础和重要会计政策摘要）

附注是这些简要中期合并财务报表的组成部分。

\n 3\n

TILRAY BRANDS, INC.

现金流量合并报表

（以千美元为单位，未经审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	截至
	*8月31日*			*8月31日*
	*2026*			*2025*
经营活动产生的现金（用于）：
净利润（损失）	$	(40,031	)		$	1,513
调整项目：
税费用（回收），净额		1,725				(2,285	)
未实现外币汇兑收益（损失）		4,524				(2,328	)
摊销		18,638				15,561
可转换债务折扣的摊销		1,465				1,976
数字资产的未实现收益（损失）		(46	)			8
其他非现金项目		(1,745	)			282
基于股票的薪酬		6,584				5,052
长期投资的损失（收益）		27				(39	)
衍生工具的损失		—				3,670
或有对价公允价值变动		—				(15,000	)
非现金营运资本变动：
应收账款		(1,319	)			14,414
预付款和其他流动资产		1,004				(7,133	)
存货		(27,781	)			(11,905	)
应付账款和应计负债		20,414				(5,127	)
经营活动中使用的净现金		(16,541	)			(1,341	)
投资活动产生的现金：
资本和无形资产投资		(11,009	)			(9,523	)
处置资本和无形资产所得		101				293
数字资产投资		—				(1,000	)
出售（购买）有价证券净额		2,242				34,697
长期投资所得		133				—
净收购业务，扣除已购现金		(720	)			—
投资活动使用的净现金		(9,253	)			24,467
融资活动产生的现金：
发行股本，扣除现金发行成本		22,338				22,491
长期债务偿还		(5,846	)			(2,653	)
租赁负债偿还		(2,438	)			(994	)
银行债务净增加（减少）		(87	)			1,004
融资活动产生的净现金		13,967				19,848
外币汇率对现金及现金等价物的影响		828				188
现金及现金等价物的净增加（减少）		(10,999	)			43,162
期初现金及现金等价物		229,342				221,666
期末现金及现金及受限现金	$	218,343			$	264,828

在合并现金流量表中，截至2026年8月31日，现金及现金等价物包含 $3,383 的受限现金，而截至2025年8月31日为$nil。

附注是这些简要中期合并财务报表不可分割的一部分。

\n 4\n

TILRAY BRANDS, INC.

合并财务报表附注（未经审计）

注 1. 报告基础及重要会计政策摘要

随附的未经审计的简要中期合并财务报表反映了公司截至2026年8月31日 （“财务报表”）的季度期间的账户。财务报表根据美国通用会计准则（“U.S. GAAP”）编制，适用于中期财务信息，并根据美国证券交易委员会（“SEC”）的规则和法规编制，适用于中期财务信息。因此，它们不包含U.S. GAAP要求的所有信息和注释，应与公司截至 2026年5月31日 财年结束的年度报告中包含的经审计的合并财务报表（“年度财务报表”）一起阅读（“年度报告”）。这些财务报表反映了管理层认为必要以公允列示所呈报期间结果的所有调整。中期结果不一定代表整个财年的结果。

财务报表是以持续经营为基础编制的，这假设公司将在财务报表发布日期后至少一年内继续运营，并因此能够按照历史成本惯例，在正常经营过程中实现其资产并偿还其负债，除非某些金融工具按公允价值计量，如公司会计政策中所述。

财务报表及附注和表格中的所有金额均四舍五入至最近的千位，除非另有说明，或为面值和每股金额。

合并基础

子公司是受公司控制的实体。当公司拥有控制性投票权或成为可变利益实体的主要受益人时，就存在控制关系。在某些情况下，例如在BrewDog US收购中，公司可能会合并一个实体或一组收购的资产和承担的负债，即使在获得控制权之日，某些监管批准、许可证转让或其他行政事项仍在进行中。在这种情况下，合并从公司获得对相关运营的有效控制之日开始，且与ASC 810的指导方针一致，如适用，还与ASC 805下确定的收购日一致，见注释7（企业收购）

所有子公司的财务报表自控制开始之日到控制终止之日均包含在财务报表中。合并时已消除所有内部往来余额和交易。我们最近财年结束时的子公司完整名单包含在年度报告中。

受限现金

我们将依法或合同上限制提取或使用的现金归类为受限现金。截至2026年8月31日，公司报告了与BrewDog plc（“BrewDog”）收购相关的托管资金中涉及的3,383美元受限现金，该收购于2026年3月2日完成。见注释7（企业收购）

反向股票拆分

自2025年12月2日起，公司实施了普通股的反向股票拆分，比例为1比十（“反向股票拆分”）

没有因反向股票拆分而发行零碎股。因反向股票拆分产生的零碎股被向下取整为最近的整股，股东因反向股票拆分产生的任何零碎股将获得现金补偿。由于反向股票拆分，每位股东在公司的持股比例和比例投票权保持不变，除非因将零碎股向下取整为整股而产生的调整

公司财务报表及其附注中包含的所有已发行和流通的普通股、每股金额以及可转换为普通股的流通股权工具和奖励（“普通股”）均已追溯调整，以反映所有先前期间的反向股票拆分

每股收益（亏损）

每股基本收益（亏损）是通过将归属于Tilray Brands, Inc.股东的报告净收益（亏损）除以期间内发行的加权平均普通股数量计算得出的。每股稀释收益（亏损）是通过将归属于Tilray Brands, Inc.股东的报告净收益（亏损）除以期间内加权平均普通股数量和可转换潜在普通股等值数量之和计算得出的。潜在可转换普通股等值物包括行权后可发行的额外普通股，包括已行权的股票期权、认股权证和限制性股票单位，以及可转换债券和其他类似工具转换后可发行的额外股份。根据与TLRY 27票据一起签订的股份借贷协议，归属于股份借贷协议下的普通股，在计算基本每股收益和稀释每股收益时被排除在外，因为根据股份借贷协议，借入股份的一方需退还所借股份支付的任何股息。

在计算稀释每股收益时，如果报告了归属于Tilray股东的净收益（亏损），则在这些期间不考虑普通股等值物，因为包括普通股等值物会导致反稀释。对于截至 2026年8月31日 的三个月和截至 2025年8月31日 的三个月，已发行的可稀释潜在普通股等值物包括以下内容：来自限制性股票单位的11,354,193 股和5,210,722 股普通股，来自股票期权的301,604 股和303,201 股普通股，认股权证的零股和620,900 股普通股，以及可转换债券的2,410,240 股和3,766,478 股普通股。上年同期的股份金额已追溯调整，以反映于 2025年12月2日 生效的反向股票分割。

尚未采用的新会计准则 不 最新采用

在 2024年11月 ，财务会计准则委员会（“FASB”）发布了会计准则更新（“ASU”） 2024-03 ，收入表 - 报告综合收益 - 费用分解披露（子主题 220-40）：收入表费用的分解，该更新要求上市公司披露收入表费用的分解信息。ASU 2024-03 将于公司截至 2028年5月31日 的财年伊始生效，并将在该期间的年度报告表 10-K 以及之后的中期期间中披露。公司目前正在评估采用该ASU的影响。

最近采用的新会计准则

在 2023年8月 ，FASB发布了ASU 2023-05 ，企业合并 - 联合经营成立 (子主题 805-60) 认可和初始计量（“ASU 2023-05”），旨在解决对联合经营的投入的会计处理。ASU 2023-05 自 2026年6月1日 起对公司生效，但其对公司财务报表没有重大影响。

在 2025年7月 ，FASB发布了ASU 2025-05，金融工具 - 信用损失（主题 326）：对基于ASC 606，客户合同收入的应收账款和合同资产的信用损失的计量（“ASU 2025-05”），为估计当前应收账款和当前合同资产的信用损失提供了一项实用便利。ASU 2025-05 自 2026年6月1日 起对公司生效，但其对公司财务报表没有重大影响。

\n 5\n

注 2。存货

存货包括以下内容：

\n\n\n\n\n\n\n\n\n\n\n

	*8月31日*		*5月31日*
	*2026*		*2026*
饮料存货	$	88,201		$	80,723
大麻植物		35,728			38,253
干大麻		118,323			106,467
大麻衍生物		5,696			5,463
大麻电子烟		1,641			1,649
包装和其他存货项目		14,262			14,255
分销存货		51,725			40,054
健康产品存货		13,397			14,328
总计	$	328,973		$	301,192

注 3。资本资产

资本资产包括以下内容：

\n\n\n\n\n\n\n\n\n\n\n

	*8月31日*			*5月31日*
	*2026*			*2026*
土地	$	59,583			$	59,764
生产设施		462,936				464,415
设备		286,601				283,778
租赁改良		32,807				32,954
融资租赁，使用权资产		116,458				117,976
在建工程		7,630				10,009
	$	966,015			$	968,896
减：累计摊销		(300,092	)			(288,671	)
总计	$	665,923			$	680,225

待售资产包括以下内容：

\n\n\n\n\n\n

	*8月31日*		*5月31日*
	*2026*		*2026*
设备	$	979		$	979
租赁改良		493			493
经营租赁，使用权资产		977			977
总计	$	2,449		$	2,449

在截至 2026年5月31日 的财年中，公司将其Atwater Brewing业务的某些资产归类为待售资产，这些资产包含在其饮料报告单元内，账面价值为 $2,449。这些资产是在与称为“Craft Acquisition II”的交易相关的情况下于 2024年9月1日 获得的。在管理层对设施利用率进行评估后，决定这些资产将被出售。待售资产按账面金额和出售公允价值减去出售成本的较低者计量，并且不再计提折旧。账面金额的变化记录在合并损益表和综合收益表中。

\n 6\n

注 4。租赁

下表列示了资产负债表中记录的与租赁相关的资产和负债。

\n\n\n\n\n\n\n\n\n\n\n\n\n\n

			*8月31日*		*5月31日*
	*资产负债表上的分类*		*2026*		*2026*
资产
融资租赁，使用权资产	资本资产		$	116,458		$	117,976
经营租赁，使用权资产	经营租赁，使用权资产			42,030			42,318
总使用权资产		$	158,488		$	160,294
负债
流动负债：
融资租赁负债的流动部分	租赁负债的流动部分		$	3,138		$	5,105
经营租赁负债的流动部分	租赁负债的当前部分			8,764			8,252
非流动部分：
融资租赁负债	租赁负债			121,198			119,682
经营租赁负债	租赁负债			37,412			38,473
总租赁负债		$	170,512		$	171,512

总租赁负债中包含与被归类为待售处置组相关的985美元。参见注释 3（资本资产）。

下表列示了截至 2026年8月31日 与租赁负债相关的未来未贴现支付金额：

\n\n\n\n\n\n\n\n\n\n

	经营			融资
	租赁			租赁
2027年（剩余九个月）	$	12,503			$	15,265
2028		15,724				20,353
2029		11,168				20,204
2030		7,232				19,968
之后		14,469				148,372
最低租赁付款额	$	61,096			$	224,162
隐含利息		(14,920	)			(99,826	)
确认的义务	$	46,176			$	124,336

注释 5. 无形资产

无形资产包括以下项目：

\n\n\n\n

	*客户关系与分销渠道*			*许可、执照与申请*			*知识产权、商标、专有技术与品牌*		*2026年8月31日*
成本	$	7,091			$	27,636		$	25,219		$	59,946
累计摊销		(383	)			(7,608	)		(9,487	)		(17,478	)
总计	$	6,708			$	20,028		$	15,732		$	42,468

截至 2026年8月31日 和 2026年5月31日，公司还持有以下已完全减值的无形资产：客户关系和分销渠道444,208美元，许可、执照和申请367,022美元，以及知识产权、商标、专有技术与品牌452,530美元。

\n\n\n\n

	*客户关系与分销渠道*			*许可、执照与申请*			*知识产权、商标、专有技术与品牌*		*2026年5月31日*
成本	$	6,793			$	24,573		$	26,633		$	57,999
累计摊销		(264	)			(5,707	)		(9,249	)		(15,220	)
总计	$	6,529			$	18,866		$	17,384		$	42,779

截至 2026年8月31日，公司在许可、执照与申请中报告的多期赞助权为17,458美元，无限期无形资产为 $nil ，而截至 2026年5月31日 分别为18,783美元和 $nil 。

截至 2026年8月31日 的无形资产预计未来摊销费用如下：

\n\n\n\n\n\n\n\n

	摊销
2027年（剩余九个月）	$	10,377
2028		13,831
2029		6,319
2030		3,817
2031		3,817
之后		4,307
总计	$	42,468

\n 7\n

注释 6. 商誉

下表反映了大麻报告单位的商誉账面价值：

\n\n\n\n\n

	*2026年8月31日*			*2026年5月31日*
	*2026*			*2026*
大麻商誉	$	2,640,669			$	2,640,669
累计减值损失		(1,888,319	)			(1,888,319	)
总计	$	752,350			$	752,350

在截至 2026年8月31日 的财季中，公司评估了减值迹象，并得出结论认为没有此类迹象，因此无需进一步的减值测试，且在该期间未确认任何减值费用。

公司在截至 2026年5月31日 的第四季度进行了年度减值测试，通过完成相关事件和情况的定性评估。根据该评估，公司确定大麻报告单位的公允价值不大可能低于其账面价值。因此，未进行进一步的商誉减值测试，且在该期间未确认任何商誉减值费用。

\n 8\n

注释 7. 业务 a收购

收购BrewDog

BrewDog UK I

在 2026年3月2日 ，Tilray Brands UK Ltd（“Tilray UK”）作为公司的全资子公司，根据业务和资产购买协议（“BrewDog BASA”）与 Tilray UK收购了BrewDog plc及其部分子公司的某些业务运营和资产（统称为“BrewDog集团”），通过苏格兰的破产法 1986年 规定的预包装清算程序进行，目的是让Tilray UK作为持续经营的业务继续运营所收购的业务运营和资产（“BrewDog收购”）。所收购的资产包括位于苏格兰阿伯丁郡艾伦的酿酒厂和蒸馏厂（“英国酿酒厂”），在线业务，零售业务， 11 家位于苏格兰、英格兰和爱尔兰的BrewDog战略酒吧，以及与BrewDog品牌相关的全球知识产权，包括Punk IPA、Hazy Jane、Wingman、Elvis Juice和Dead Pony Club等子品牌。此次收购的目的是将Tilray的饮料品牌战略扩展到国际市场。作为BrewDog收购的对价，公司支付了总计的购买价格的现金 £33,000 （$44,220）。\n

BrewDog澳大利亚

在 2026年3月9日 ，Tilray澳大利亚新西兰有限公司，作为公司的全资子公司，收购了BrewDog Brewing澳大利亚有限公司，该公司包括BrewDog在澳大利亚的酿酒厂和两家餐饮场所。此次收购的目的是继续将Tilray的饮料品牌战略扩展到国际市场。作为此次收购的对价，公司支付了象征性对价。\n

BrewDog英国II

在 2026年3月23日 ，Tilray UK收购了苏格兰和英格兰的五家额外的BrewDog酒吧。此次收购的目的是将Tilray的饮料品牌战略扩展到国际市场。公司支付了总计的购买价格的现金 £418 （$560）。\n

BrewDog美国

在 2026年3月16日 ，Tilray BrewDog美国公司，作为公司的全资子公司，签订了一份资产购买协议，以收购BrewDog在美国的某些战略资产，包括俄亥俄州哥伦布市的酿酒厂、酒吧和酒店，以及位于俄亥俄州新阿尔巴尼、克利夫兰和内华达州拉斯维加斯的酒吧（“BrewDog美国收购资产”）。公司自 2026年4月1日 起获得了BrewDog美国收购资产的控制权并承担了某些负债，这代表了根据ASC 805 进行会计处理的收购日期，尽管截至该日期仍有一些监管批准尚未完成。此次收购的目的是扩展Tilray的饮料品牌战略。作为此次收购的对价，公司支付了总计$9,293的购买价格，用于BrewDog的美国收购资产，需根据常规的交割后调整。

在与BrewDog收购以及BrewDog澳大利亚、BrewDog英国II和BrewDog美国的收购（统称为“全球BrewDog收购”）相关的情况下，公司正在评估所获净资产的公允价值，因此，公允价值可能会因最终估值和交割后调整的完成而进行调整。下表总结了截至以下生效收购日期的全球BrewDog收购所获资产和承担负债的初步估计公允价值：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	BrewDog UK I		BrewDog AUS			BrewDog UK II		BrewDog US	总计
	3月2日		3月9日			3月23日		4月1日
	2026		2026			2026		2026
对价
现金对价	$	44,220		$	—		$	560	$	9,293	$	54,073
所获净资产
流动资产
现金及现金等价物		159			392			—		19		570
应收账款		336			797			—		—		1,133
存货		16,173			604			—		2,098		18,875
预付款和其他流动资产		159			322			—		—		481
长期资产
资本资产		60,664			2,769			1,738		7,176		72,347
融资租赁使用权资产		44,640			17,318			—		17,881		79,839
经营租赁使用权资产		16,713			—			5,213		3,697		25,623
无形资产		10,762			—			—		—		10,762
总资产		149,606			22,202			6,951		30,871		209,630
流动负债
应付账款和应计负债		44,033			4,885			1,177		—		50,095
融资租赁负债的当期部分		2,827			72			—		466		3,365
经营租赁负债的当期部分		2,088			—			459		299		2,846
长期负债
融资租赁负债		41,813			17,245			—		17,415		76,473
经营租赁负债		14,625			—			4,755		3,398		22,778
总负债		105,386			22,202			6,391		21,578		155,557
所获净资产总计	$	44,220		$	—		$	560	$	9,293	$	54,073

\n 9\n

如果全球BrewDog收购发生在2025年6月1日，公司将在未经审计的合并基础上，就所购资产组，获得约64,838美元的额外净收入，截至2025年8月31日的三个月，其合并净收入（亏损）和综合净收入（亏损）将增加约9,807美元，截至2025年8月31日的三个月。此未经审计的合并财务信息未反映与全球BrewDog收购整合相关的任何预期持续协同效应。

收购 Lyphe

在2026年4月15日，公司间接全资子公司Tilray Lyphe UK Limited收购了Lyphe集团（“Lyphe”），这是一家英国的医疗大麻诊所和数字药房平台（“Lyphe收购”）。作为Lyphe收购的对价，公司支付了总计3,074美元（2,200英镑），其中包括398,666股公司普通股，价值2,795美元（以发行日价值计算）和279美元现金。此次收购的目的是出于增长、垂直整合和欧洲，特别是英国医疗大麻市场的扩展的战略考量。

公司正在评估所获净资产的公允价值，因此，公允价值可能会因最终估值的完成而进行调整。下表总结了截至Lyphe收购生效日期的所获资产和承担负债的初步估计公允价值如下：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	金额
对价
股份	$	2,795
现金对价		279
总对价		3,074
所获净资产
流动资产
现金及现金等价物		83
应收账款		125
存货		146
预付款和其他流动资产		118
长期资产
资本资产		34
无形资产		4,328
总资产		4,834
流动负债
应付账款和应计负债		1,760
总负债		1,760
已收购的净资产总额	$	3,074

如果Lyphe收购于 2025年6月1日 发生，公司按未经审计的合并基础，将在截至 2025年8月31日 的三个月内产生约768美元的额外净收入，其合并净收入（亏损）和综合净收入（亏损）将增加约257美元对于截至 2025年8月31日 的三个月。此未经审计的合并财务信息并未反映与Lyphe收购整合相关的任何预期持续协同效应。

收购 HelloMD

在 2026年7月10日 ，公司全资子公司Aphria inc.收购了HelloMD Corporation（“HelloMD”），这是一家数字医疗和患者参与平台（“HelloMD收购”）。此次收购的目的是出于增长、垂直整合和在加拿大医疗大麻市场的扩展的战略考虑。作为HelloMD收购的对价，公司支付了720美元（加元1,000美元）的现金对价。公司正在评估所收购净资产的公允价值，因此公允价值可能会因最终估值的完成而进行调整。

注释 8. 长期投资

长期投资包括以下内容：

\n\n\n\n\n\n

	*2026年8月31日*		*2026年5月31日*
	*2026*		*2026*
按活跃市场中报价确定公允价值的权益性投资（第1级）	$	1,025		$	1,197
按其他可观测输入确定公允价值的权益性投资（第2级）		976			990
采用计量替代方法的权益性投资（第3级）		4,364			4,364
总计	$	6,365		$	6,551

截至 2026年8月31日 和 2026年5月31日 ，在采用计量替代方法的权益性投资（第 3 级）中包含一项以1.00美元的价格获得SH Acquisition的68%会员权益的期权，该期权在美国联邦大麻合法化后价值4,364美元和4,364美元。参见注释 24 （财务风险管理及金融工具）

\n 10\n

注释 9. 银行债务

公司子公司Aphria Inc.拥有一笔金额为 1,000加元的经营性信贷额度，利率为贷款人基准利率加75个基点。截至 2026年8月31日 ，公司尚未使用该信贷额度。经营性信贷额度由位于 265 Talbot St. West, Leamington, Ontario的某些房地产的担保权益提供担保。

CC Pharma GmbH是公司的子公司，拥有两条经营性信用额度，金额分别为7,000欧元和500欧元。这些信用额度的利率分别为欧元短期利率（“ESTR”）加2.50%和欧元银行间同业拆借利率（“EURIBOR”）加4.00%。截至2026年8月31日，从总额为7,500欧元的可用信用额度中已提取了7,490欧元（8,688美元）。金额为7,000欧元的经营性信用额度由CC Pharma GmbH的库存权益以及德国Densborn生产设施和相关不动产提供担保。金额为500欧元

在2026年7月24日，美国饮料工艺集团公司（“ABC Group”），即公司的全资子公司，与美国银行，N.A.（作为管理人）以及某些其他担保人和贷款人签订了信用协议的第六次修正案（“第六次修正案”）。具体而言，第六次修正案修订了2023年6月30日的信用协议，并对公司的信用设施进行了修订，包括将循环承诺从25,000美元减少至15,000美元，并修改了某些财务条款。截至2026年8月31日，公司尚未在ABC Group信用协议下的循环信用额度中提取任何金额。$nil

参见注释26（后续事件）以获取期后有关第七次修正案的更多细节。因此，公司目前无法使用15,000美元的循环信用额度，直到再次通过财务测试。

注释10。应付账款和应计负债

应付账款和应计负债包括：

\n\n\n\n\n\n\n\n\n\n

	*2026年8月31日*		*2026年5月31日*
	*2026*		*2026*
应付账款	$	133,604		$	114,538
应计负债		130,456			135,906
诉讼准备金		11,923			11,931
应计工资和与雇佣相关的税款		19,664			20,013
应交所得税		15,604			12,667
应计利息		1,523			3,258
应交销售税		22,641			19,775
总计	$	335,415		$	318,088

\n 11\n

注释11。长期债务

下表列示了长期债务工具的账面净值：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	*2026年8月31日*			*2026年5月31日*
	*2026*			*2026*
定期贷款 - 加元53,000 - 加拿大基准利率加适用利差，期限为3年，按10年期摊还，按相等的季度付款，于2028年2月到期	$	32,400			$	34,310
定期贷款 - 加元25,000 - 加拿大基准利率加1.00%，按月复利，期限为5年，按15年期摊还，按每月等额付款，金额为加元181，包括利息，于2033年7月到期		8,068				8,420
定期贷款 - 加元25,000 - 加拿大基准利率加1.00%，按月复利，期限为5年，按15年期摊还，按每月等额付款，金额为加元196，包括利息，于2033年7月到期		9,923				10,356
定期贷款 - 加元1,250 - 加拿大基准利率加1.50%，期限5年，按10年摊还，以每月等额还款加利息的方式偿还，金额为加元12，于2026年8月		—				23
抵押贷款应付款 - 加元3,750 - 加拿大基准利率加1.50%，期限5年，按20年摊还，以每月等额还款加利息的方式偿还，金额为加元23，于2041年8月到期		1,831				1,890
定期贷款 ‐ 欧元3,500 ‐ 利率4.59%，期限5年，按月还款金额为欧元52加利息，于2028年8月到期		1,599				1,822
抵押贷款应付款 - 美元22,635 - 欧元银行间利率加1.5%，期限10年，按月还款金额为美元57至69，于2030年10月到期		18,480				18,669
定期贷款 - 美元90,000 - SOFR加适用利差，期限5年，按季度还款金额为美元875至2,250，于2028年6月到期		62,000				63,688
长期债务的账面金额		134,301				139,178
未摊销的融资费用		(798	)			(593	)
净账面金额		133,503				138,585
减：包含在流动负债中的本金部分		(15,457	)			(18,160	)
长期债务的非流动部分	$	118,046			$	120,425

在2026年7月24日，ABC集团与美国银行及作为当事方的贷款人签订了第六次修正案。第六次修正案修改了信贷协议，并对公司的信贷设施进行了修订，包括将循环承诺从25,000美元减少到15,000美元，并对某些财务条款进行了修改。第六次修正案还承认了于2026年5月29日进行的10,000美元自愿提前还款，并包括了与某些公司和融资交易相关的各种修正案、同意和其他条款。

有关第七次修正案的更多信息，请参见注释26（后续事件）中的详细信息。

\n 12\n

注释12。应付可转换债券

下表列示了应付可转换债券的净账面金额：

\n\n\n\n\n

	*8月31日*		*5月31日*
	*2026*		*2026*
5.20% 可转换债券（“TLRY 27债券”），流动部分	$	59,224		$	—
5.20% 可转换债券（“TLRY 27债券”），非流动部分		—			79,529
应付可转换债券总额		59,224			79,529

TLRY 27 债券

\n\n\n\n\n\n

	*8月31日*			*5月31日*
	*2026*			*2026*
5.20% 合同债券	$	172,500			$	172,500
债务结算		(108,500	)			(84,500	)
未摊销折扣		(4,776	)			(8,471	)
净账面金额	$	59,224			$	79,529

TLRY 27 可转换可转债于 2023年5月30日 和 2023年6月9日 通过超额配售方式发行，本金金额为172,500美元（“TLRY 27 债券”）。TLRY 27 债券按年利率5.20%计息，每半年在每年的 6月15日 和 12月15日 付息，到期日为 2027年6月15日，除非提前转换。TLRY 27 债券是Tilray的普通无担保债务，其偿付优先级高于所有明确在偿付优先级上次于该债券的Tilray债务；与任何未担保债务的偿付优先级相同，如果该债务未被如此次级；在所担保债务的资产价值范围内，其偿付优先级实际上次于任何Tilray的担保债务；在结构上次于Tilray当前或未来子公司的所有债务和其他负债（包括应付账款，但不包括关联公司债务）。持有人有权在任何时间将他们的TLRY 27 债券转换为Tilray普通股，直至 2027年6月15日 前的第二个预定交易日结束时。初始转换率为每1,000美元TLRY 27 债券本金金额约37.66股，这相当于每股约26.55美元的转换价格。转换率和转换价格在某些事件发生时可能会进行调整。

TLRY 27 票据现在可以全部赎回，不可部分赎回，由Tilray选择以现金赎回价格等于所赎回票据的本金金额，加上截至但不包括赎回日的应计未付利息（如有），但仅当Tilray普通股的最后报告销售价格在一段规定时间内超过转换价格的130%时才可赎回，而该阈值尚未达到。如果发生构成重大变化的特定公司事件，则在有限例外情况下，票据持有人可以要求Tilray以现金回购其TLRY 27 票据。回购价格等于所回购票据的本金金额，加上截至但不包括适用回购日期的应计未付利息（如有）。在公司发行TLRY 27 票据的过程中，公司与Jefferies LLC的一家关联公司（“股票借入方”）签订了一份股票借贷协议，根据该协议，公司向股票借入方出借了3,850,000股公司普通股（“借入股票”）。在发行时，借入股票是新发行的股票，直到股票借贷协议到期或提前终止，且可能被TLRY 27 票据的购买者用于出售最多3,850,000股公司普通股。借入股票的公允价值已被记录为债券未摊销折扣的一部分。公司预计，出售股票的股东将利用其通过此类销售建立的头寸，为其对TLRY 27 票据的投资建立初始对冲。公司并未从借入股票的出售中获得任何收益。

在截至 2026年8月31日 的 三个月 内，公司通过发行5,229,861股普通股并支付218美元现金以结算应计利息，将其TLRY 27 票据总额24,000美元进行了注销。在兑换TLRY 27 票据时，一部分结算对价被分配至该工具的权益部分，并在合并股东权益表中确认为额外实收资本减少了6,358美元。此外，此次回购产生了3,495美元的收益，该收益记录在其他非运营（损失）收益中，如第 23 号附注（非运营收入（费用））所示。在完成兑换后，普通股借入股票的未偿还数量减少了535,652股，这些股票作为库藏股（如下所述）返还。截至 2026年8月31日 和 2026年5月31日 ，分别有1,428,406股和1,964,058股股票仍处于股票借贷安排下。上年同期的股票数量已追溯调整，以反映于 2025年12月2日 生效的反向股票分割。

在截至2026年8月31日的三个月期间，公司确认了958美元的利息费用以及摊销折扣利息的应计金额1,465美元。在截至2025年8月31日的三个月期间，公司确认了1,367美元的利息费用和1,976美元的摊销折扣利息应计金额。

截至2026年8月31日，TLRY 27票据下未偿还本金为64,000美元，而截至2026年5月31日为88,000美元。

\n 13\n

注释 13。认股权证负债

截至2026年8月31日和2026年5月31日，公司没有未偿还的认股权证。公司之前总共发行了620,900份认股权证，这些认股权证于2025年9月5日至2025年9月15日之间根据其条款进行了行权。在行使这些认股权证的过程中，Tilray收到了2,367美元的现金对价，并向这些持有人交付了620,900股公司普通股。以前年度的股份金额已根据于2025年12月2日生效的反向股票分割进行了追溯调整。

注释 14。股东权益

已发行和流通

根据其第五次修订和重述的公司章程，公司被授权发行的总股份数为1,426,000,000股，其中1,416,000,000股为普通股，10,000,000股为优先股（“优先股”）。截至2026年8月31日，公司已发行和流通的普通股为144,936,074股，库藏股为1,124,869股（“库藏股”），没有优先股。历史上，公司曾发行普通股用于收购和其他战略交易、可转换债券的结算、诉讼索赔的结算、公开发行以及向非控制性利益支付利润分配的股息。

在截至2026年8月31日的三个月期间，公司普通股的股份发生了以下变化：

通过其场外交易（“ATM”）计划发行了4,645,344股普通股，产生了22,887美元的毛收益和22,338美元的净收益，扣除549美元的佣金和其他相关费用。

发行了5,229,861股普通股，发行日价值为24,634美元，用于取消24,000美元的TLRY 27票据。在交换TLRY 27票据时，一部分结算对价被分配至该工具的权益部分，并确认为额外支付资本减少了6,358美元。在完成交换后，流通普通股的借入股份数量减少了约535,652股，这些股份随后作为库藏股返回，见注释 12（应付可转换债券）。

因行使之前授予的基于股票的补偿奖励而发行了1,990,747股普通股，扣除取消部分后的净发行量。

在满足相关业绩条件并行权相关基于业绩的可选结算奖励后，发行了1,387,047股普通股。

在截至2026年8月31日的三个月内，公司根据2018年股权激励计划（“EIP”）授予了7,379,612个基于时间的限制性股票单位（“RSUs”）。在截至2026年5月31日的财年内，公司根据EIP授予了4,562,669个基于时间的RSUs。

在截至2026年8月31日的三个月内，公司授予了零个基于业绩的RSUs。在截至2026年5月31日的财年内，公司授予了以下基于业绩的RSUs：

Beginning in fiscal year ended May 31, 2024, the Company issued (i) 756,615 performance‑based restricted stock units (the “Performance‑Based RSUs”) and (ii) additional performance‑based awards payable in cash or, at the discretion of the Company’s Compensation Committee, in shares of the Company’s common stock (the “Performance‑Based Elective Settlement Award,” and together with the Performance‑Based RSUs, the “Performance‑Based Awards”). The Performance‑Based Awards were not considered granted for accounting purposes at the time of issuance because the applicable performance conditions had not yet been established or approved. Accordingly, no compensation expense was recognized within the Consolidated Statements of Loss at that time. During the period from issuance through the fiscal year ended May 31, 2026, the number of outstanding Performance‑Based RSUs was reduced from 756,615 to 744,117 as a result of employee attrition, and the Performance‑Based Elective Settlement Award was also correspondingly reduced.

In September 2025, the Company established and approved the relevant performance conditions for the Performance‑Based Awards and, as a result, the awards were considered granted for accounting purposes. Beginning in the quarter ended November 30, 2025, the Company commenced recognition of stock‑based compensation expense based on the grant‑date fair value of the Performance‑Based Awards, which was recognized over the remaining requisite service period. Because the Performance‑Based Elective Settlement Award had a fixed monetary value and was settleable in a variable number of shares, it was classified as a liability within the Consolidated Statements of Financial Position. The Performance‑Based RSUs are classified as equity awards and are reflected within stockholders’ equity.

During the three months ended August 31, 2026, following the conclusion of the measurement period on May 31, 2026 and the determination of the applicable achievement percentage, the Compensation Committee approved settlement of the Performance-Based Elective Settlement Award through a combination of cash and shares. Accordingly, the Company issued 1,387,047 shares of common stock during the period and settled the remaining obligation in cash subsequent to August 31, 2026.

The Company’s total stock-based compensation expense incurred for the three months ended August 31, 2026 was $6,584 compared to $5,052 for the three months ended August 31, 2025.

Prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split, which became effective on December 2, 2025.

\n 14\n

Note 15. Accumulated other comprehensive income (loss)

Accumulated other comprehensive income (loss) is comprised of foreign currency translation gain (loss) as follows:

\n\n\n\n\n\n\n\n\n\n\n\n

	*Total*
	*Foreign*
	*currency*
	*translation*
	*gain (loss)*
Balance May 31, 2025	$	(43,063	)
Other comprehensive income (loss)		(167	)
Balance August 31, 2025	$	(43,230	)

Balance May 31, 2026	$	(44,233	)
Other comprehensive income (loss)		4,741
Balance August 31, 2026	$	(39,492	)

Note 16. Non-controlling interests

The following table provides a summary of certain balance sheet information as of August 31, 2026, before intercompany eliminations, relating to several entities in which the Company maintains a majority ownership with a third-party non-controlling interest, including Enroot (75% ownership), Aphria Diamond (51% ownership), and Colcanna S.A.S. (90% ownership):

\n\n\n\n\n\n\n

					*Aphria*			*ColCanna*			*August 31,*
	*Enroot*			*Diamond*			*S.A.S.*			*2026*
Current assets	$	218			$	114,803			$	2		$	115,023
Non-current assets		—				101,375				4,313			105,688
Current liabilities		(19	)			(126,709	)			(7,185	)		(133,913	)
Non-current liabilities		—				(36,074	)			(1,442	)		(37,516	)
Net assets	$	199			$	53,395			$	(4,312	)	$	49,282

The following table provides a summary of certain balance sheet information as of May 31, 2026, before intercompany eliminations, relating to the above-referenced majority-owned subsidiaries of the Company in which there was a non-controlling interest:

\n\n\n\n\n\n\n

					*Aphria*			*ColCanna*			*May 31,*
	*Enroot*			*Diamond*			*S.A.S.*			*2026*
Current assets	$	201			$	110,664			$	1		$	110,866
Non-current assets		—				105,278				3,756			109,034
Current liabilities		(4	)			(129,883	)			(7,147	)		(137,034	)
Non-current liabilities		—				(38,231	)			(1,440	)		(39,671	)
Net assets	$	197			$	47,828			$	(4,830	)	$	43,195

\n 15\n

The following table provides a summary of certain income statement information for the three months ended August 31, 2026, before intercompany eliminations, relating to the above referenced majority-owned subsidiaries of the Company in which there was a non-controlling interest:

\n\n\n\n\n\n\n\n\n

					*Aphria*			*ColCanna*			*August 31,*
	*Enroot*			*Diamond*			*S.A.S.*			*2026*
Revenue	$	—			$	14,868			$	—		$	14,868
Total expenses		—				8,738				(1,053	)		7,685
Net (loss) income		—				6,130				1,053			7,183
Other comprehensive (loss) income		2				(563	)			(535	)		(1,096	)
Net comprehensive (loss) income	$	2			$	5,567			$	518		$	6,087
Non-controlling interest %		25	%			49	%			10	%	NA
Net comprehensive (loss) income attributable to NCI	$	1			$	2,728			$	52		$	2,781

The following table provides a summary of certain income statement information for the three months ended August 31, 2025, before intercompany eliminations, relating to the above referenced majority-owned subsidiaries of the Company in which there was a non-controlling interest:

\n\n\n\n\n\n\n\n\n

	*Aphria*			*ColCanna*			*August 31,*
	*Diamond*			*S.A.S.*			*2025*
Revenue	$	18,102			$	—		$	18,102
Total expenses		13,497				(186	)		13,311
Net (loss) income		4,605				186			4,791
Other comprehensive (loss) income		(911	)			(147	)		(1,058	)
Net comprehensive (loss) income	$	3,694			$	39		$	3,733
Non-controlling interest %		49	%			10	%	NA
Net comprehensive (loss) income attributable to NCI	$	1,810			$	4		$	1,814

Note 17. Income taxes

The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal, state, and foreign jurisdictions. Tax law changes, increases, and decreases in temporary and permanent differences between book and tax items, valuation allowances against the deferred tax assets, stock compensation, and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense.

The Company reported income tax expense of $1,725 for the three months ended August 31, 2026, and an income tax recovery of $(2,285) for the three months ended August 31, 2025. The income tax expense in the current period varies from the Federal statutory income tax rate and prior year period primarily due to the geographical mix of earnings and losses with no tax benefit resulting from valuation allowances in certain jurisdictions.

\n 16\n

Note 18. Commitments and contingencies

Purchase and other commitments

The Company has financial commitments that are classified as long-term debt, refer to Note 11 (Long-term debt), as convertible notes, refer to Note 12 (Convertible debentures payable), as material purchase commitments, which are inclusive of multi-period sponsorship rights, and as construction commitments as follows:

\n\n\n\n\n\n

	*Total*		*2027*			*2028*		*2029*	*2030*		*Thereafter*
Long-term debt repayment	$	134,301		$	15,457		$	86,454	$	3,511		$	3,681	$	25,198
Convertible debentures payable		64,000			64,000			—		—			—		—
Material purchase obligations		67,974			50,650			11,320		1,739			1,767		2,498
Construction commitments		1,343			1,343			—		—			—		—
Total	$	267,618		$	131,450		$	97,774	$	5,250		$	5,448	$	27,696

The amounts presented in the above table represent contractual commitments which are expected to be settled within the next twelve months from August 31, 2026, with each subsequent column representing the succeeding twelve month period.

Legal proceedings

In the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our Financial Statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. In circumstances where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome of legal proceedings carry an inherent degree of uncertainty, our management believes that it has established appropriate legal reserves based on the information currently available and available insurance coverage. Any incremental liabilities arising from pending legal proceedings are not expected to have a material adverse effect on our consolidated financial position, consolidated results of operations, or consolidated cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to our consolidated financial position, consolidated results of operations, or consolidated cash flows.

There have been no material changes in the legal proceedings since our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.

Summary of litigation accruals

As described in Note 10 (Accounts payable and accrued liabilities), the total estimated litigation expense accrual included in accrued liabilities as of August 31, 2026 and May 31, 2026 was $11,923 and $11,931, respectively. During the three months ended August 31, 2026, the accrual decreased as a result of foreign exchange effects. As described above, this accrual reflects reserves established for various ongoing litigation matters with probable losses that can be reasonably estimated.

\n 17\n

Note 19. Net revenue

The Company reports Net revenue in four reporting segments: beverage, cannabis, distribution, and wellness. Net revenue for the three months ended August 31, 2026 and three months ended August 31, 2025 were as follows:

\n\n\n\n\n\n\n\n\n\n\n\n

	For the three months ended
	August 31,			August 31,
	2026			2025
Beverage revenue	$	104,237			$	58,512
Beverage excise taxes		(2,741	)			(2,773	)
Net beverage revenue		101,496				55,739
Cannabis revenue		75,191				87,735
Cannabis excise taxes		(19,082	)			(23,224	)
Net cannabis revenue		56,109				64,511
Distribution revenue		84,266				74,007
Wellness revenue		15,276				15,244
Total	$	257,147			$	209,501

Note 20. Cost of goods sold

The Company reports Cost of goods sold in four reporting segments: beverage, cannabis, distribution, and wellness. Cost of goods sold for the three months ended August 31, 2026 and three months ended August 31, 2025 were as follows:

	*For the three months ended*
	*August 31,*		*August 31,*
	*2026*		*2025*
Beverage costs		59,489			34,413
Cannabis costs		34,087			41,241
Distribution costs		75,143			66,008
Wellness costs		10,919			10,370
Total	$	179,638		$	152,032

Note 21. General and administrative expenses

General and administrative expenses for the three months ended August 31, 2026 and three months ended August 31, 2025 were as follows:

	*For the three months ended*
	*August 31,*			*August 31,*
	*2026*			*2025*
Salaries and wages	$	26,108				21,736
Office and general		16,942				8,697
Stock-based compensation		6,584				5,052
Insurance		2,910				2,393
Professional fees		632				1,218
Gain on sale of capital assets		(101	)			(241	)
Travel and accommodation		2,305				1,312
Rent		2,228				886
Total	$	57,608			$	41,053

\n 18\n

Note 22. Restructuring charges

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. All restructuring plans are approved at the executive level, and their associated expenses are recognized in the period in which the plan is committed or otherwise incurred.

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. Restructuring charges primarily consisted of employee termination severance and benefits, facility closure and exit costs, contract and other termination costs, costs associated with SKU rationalization activities, and other costs directly associated with the execution of the plan. As a result, during the three months ended August 31, 2026, the Company incurred $2,258 of restructuring related expenses associated with these efforts. The Company expects these specific initiatives to be substantially completed by the end of fiscal 2027.

Note 23. Non-operating income (expense), net

Non-operating income (expense), net for the three months ended August 31, 2026 and three months ended August 31, 2025 are as follows:

\n\n\n\n\n\n\n\n\n

	*For the three months ended*
	*August 31,*			*August 31,*
	*2026*			*2025*
Change in fair value of warrant liability	$	—			$	(3,670	)
Foreign exchange gain (loss)		(11,234	)			6,928
(Loss) gain on long-term investments		(27	)			39
Unrealized gain (loss) on digital assets		46				(8	)
Other non-operating (losses) gains, net		3,442				543
Total	$	(7,773	)		$	3,832

The other non-operating (losses) gains, net for the three months ended August 31, 2026, were gains of $3,442, which were mainly comprised of a gain of $3,495 resulting from the exchange transaction of the TLRY 27 Note, as described in Note 12 (Convertible debentures payable).

The other non-operating (losses) gains, net for the three months ended August 31, 2025, were gains of $543, which were mainly comprised of the gain of $495 resulting from the exchange transaction of the TLRY 27 Note.

Note 24. Financial risk management and financial instruments

Financial instruments

The Company's classification of its financial instruments is described in Note 3 (Significant accounting policies) in the Notes to our Annual Financial Statements.

The carrying values of marketable securities, accounts receivable, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity.

On August 31, 2026 and May 31, 2026, the Company had long-term debt of $1,613 and $1,822, respectively, and the principal portion of convertible debentures payable of $64,000 and $88,000, respectively, subject to fixed interest rates. The Company’s long-term debt is valued based on discounting the future cash outflows associated with the long-term debt. The discount rate is based on the incremental premium above market rates for the securities issued by U.S. Department of the Treasury with similar duration. In each period thereafter, the incremental premium is held constant while the U.S. Department of the Treasury security is based on the then current market value to derive the discount rate.

\n 19\n

The following tables present information about the Company’s assets and liabilities as of August 31, 2026 and May 31, 2026, that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

\n\n\n\n\n\n\n\n\n

									*August 31,*
	*Level 1*		*Level 2*			*Level 3*		*2026*
Financial assets
Cash and cash equivalents	$	214,960		$	—		$	—	$	214,960
Restricted cash		3,383			—			—		3,383
Marketable securities		3,047			—			—		3,047
Long-term investments		1,025			976			4,364		6,365
Digital assets		720			—			—		720
Total recurring fair value measurements	$	223,135		$	976		$	4,364	$	228,475

\n\n\n\n\n\n\n

									*May 31,*
	*Level 1*		*Level 2*			*Level 3*		*2026*
Financial assets
Cash and cash equivalents	$	225,977		$	—		$	—	$	225,977
Marketable securities		5,289			—			—		5,289
Long-term investments		1,197			990			4,364		6,551
Total recurring fair value measurements	$	232,463		$	990		$	4,364	$	237,817

The Company’s financial assets and liabilities required to be measured on a recurring basis are its equity investments measured at fair value, digital assets, acquisition-related contingent consideration, and warrant liability.

During the three months ended August 31, 2026, the Company did not purchase any units of Bitcoin or other cryptocurrency. Digital assets recorded at fair value have quoted prices in active markets for identical assets and are classified as Level 1. The following table presents the Company’s digital asset holdings as of August 31, 2026:

\n\n\n

	*Quantity*		*Cost Basis*			*Fair Value*		*Cumulative Unrealized Gain (Loss)*
Bitcoin		9.16		$	1,000		$	720	$	(280	)
Total digital assets		9.16		$	1,000		$	720	$	(280	)

Certain equity investments recorded at fair value have quoted prices in active markets for identical assets and are classified as Level 1. The Company classified securities with observable inputs as Level 2 and without a quoted market price as Level 3.

As of August 31, 2026 and May 31, 2026, included within Equity investment under measurement alternative (Level 3) is an option to acquire a 68% membership interest in SH Acquisition for $1.00 upon U.S. federal cannabis legalization, which was valued at $4,364 and $4,364, respectively. The valuation continues to assume a 70% probability of U.S. federal cannabis legalization, which is required for the option to become exercisable, as further described below.

A portion of the total consideration to be paid in connection with the Company’s acquisition of Montauk Brewing Company (“Montauk”) was contingent upon the achievement by Montauk of certain financial measures as of December 31, 2025. In the event that Montauk achieved either the pre-determined sales volume target or EBITDA target, then $15,000 of contingent consideration would be deemed earned and payable. If both the sales volume target and the EBITDA target were achieved, an additional $3,000 would be deemed earned and payable for a total contingent consideration payment of $18,000.

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 fair value measurement was based on significant unobservable inputs related to projected operating performance and expected cash outflows and was therefore classified as a Level 3 fair value measurement.

The balances of assets and liabilities categorized within Level 3 of the fair value hierarchy, including equity investments accounted for under the measurement alternative, are reconciled as follows for the period ended August 31, 2026:

\n 20\n

\n\n\n\n\n

	*Equity*
	*Investments*
Balance, May 31, 2026	$	4,364
Unrealized gain (loss) on fair value		—
Balance, August 31, 2026	$	4,364

During the three months ended August 31, 2025, the Company reassessed the estimated fair value of the contingent consideration liability as $nil, based on subsequent information regarding Montauk’s operating results and revised expectations for the remainder of the earn‑out period. As a result of lower‑than‑anticipated sales volumes during the peak selling periods of June, July and August 2025, and the loss of certain national retail programs, management concluded that Montauk no longer had a viable path to achieving the sales volume target or the EBITDA target within the earn‑out period. Accordingly, the Company applied a probability of achievement of 0% to the sales volume target and 0% to the remaining criteria. The resulting $15,000 change in fair value of the contingent consideration liability was recorded within the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) and contributed to the Company’s net income generated during the period ended August 31, 2025, despite historically reporting a loss.

The earn-out period concluded in fiscal 2026, and neither financial measure was achieved. Accordingly, no further changes to the fair value of the contingent consideration liability were recognized during the three-months ended August 31, 2026 or during the year ended May 31, 2026, as no contingent consideration obligation was payable.

\n\n\n\n\n

	Equity		Warrant			Contingent
	Investments		Liability			Consideration
Balance, May 31, 2025	$	8,160		$	(1,092	)	$	(15,000	)
Unrealized gain (loss) on fair value		—			(3,670	)		15,000
Balance, August 31, 2025	$	8,160		$	(4,762	)	$	—

The unrealized gain (loss) on assets and liabilities categorized within Level 3 of the fair value hierarchy are recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) using the following inputs:

\n\n\n\n

		*Significant*
	*Valuation*	*unobservable*
Financial asset / financial liability	*technique*	*input*	*Inputs*
Equity investments	Discounted cash flows	Probability of achievement	70%

Items measured at fair value on a non-recurring basis

The Company’s prepaids and other current assets, long lived assets, including property and equipment, assets held for sale, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized.

Capital and liquidity management

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no changes to the Company’s capital management approach in the period. The Company considers its cash and cash equivalents and marketable securities as capital.

As part of its capital and liquidity management strategy, the Company may, when appropriate, engage with its lenders to amend the terms of its debt arrangements, obtain waivers, or otherwise modify financing terms. Separately, the Company continues to evaluate alternatives to address the maturity of its TLRY 27 Notes on June 15, 2027, including pursuing opportunistic exchanges prior to maturity.

Note 25. Segment reporting

Our Company’s Chief Operating Decision Maker (“CODM”) is the Chairman of the Board of Directors and Chief Executive Officer. The CODM uses segment gross profit for the purpose of resource allocation, assessment of segment performance against determined targets, and in deciding whether to implement cost saving targets. The Company operates in four segments. 1) cannabis operations, which encompasses the production, distribution, sale, co-manufacturing and advisory services of both medical and adult-use cannabis, 2) beverage operations, which encompasses the production, marketing and sale of beverage products, 3) distribution operations, which encompasses the purchase and resale of pharmaceuticals products to customers, and 4) wellness products, which encompasses wellness and better-for-you foods and beverages. This structure is in line with how our CODM assesses our performance and allocates resources.

Operating segments have not been aggregated and no asset information is provided for the segments because the Company’s CODM does not receive asset information by segment on a regular basis.

The following tables reconcile the Company’s segment gross profit to consolidated U.S. GAAP results:

\n 21\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	*For the three months ended*
	*August 31,*		*August 31,*
	*2026*		*2025*
Beverage
Net beverage revenue	$	101,496		$	55,739
Beverage costs		59,489			34,413
Beverage gross profit		42,007			21,326
Cannabis
Net cannabis revenue		56,109			64,511
Cannabis costs		34,087			41,241
Cannabis gross profit		22,022			23,270
Distribution
Distribution revenue		84,266			74,007
Distribution costs		75,143			66,008
Distribution gross profit		9,123			7,999
Wellness
Wellness revenue		15,276			15,244
Wellness costs		10,919			10,370
Wellness gross profit		4,357			4,874
Total
Total revenue		257,147			209,501
Total costs		179,638			152,032
Total gross profit	$	77,509		$	57,469

Segment costs are comprised of cost of goods sold, which include product costs, production-related salaries and an allocation of overhead costs.

The following table reconciles the total segment gross profit to the Company’s consolidated totals:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	*For the three months ended*
	*August 31,*			*August 31,*
	*2026*			*2025*
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

Channels of Cannabis revenue were as follows:

\n\n\n\n\n\n\n\n\n

	*For the three months ended*
	*August 31,*			*August 31,*
	*2026*			*2025*
Revenue from Canadian medical cannabis	$	4,717			$	6,146
Revenue from Canadian adult-use cannabis		53,564				64,067
Revenue from wholesale cannabis		673				4,155
Revenue from international cannabis		16,237				13,367
Less excise taxes		(19,082	)			(23,224	)
Total	$	56,109			$	64,511

\n 22\n

Geographic net revenue:

\n\n\n\n\n\n\n\n

	*For the three months ended*
	*August 31,*		*August 31,*
	*2026*		*2025*
USA	$	58,326		$	63,961
Canada		48,432			58,167
EMEA		145,522			85,253
Rest of World		4,867			2,120
Total	$	257,147		$	209,501

Geographic capital assets:

\n\n\n\n\n\n\n

	*August 31,*		*May 31,*
	*2026*		*2026*
USA	$	205,546		$	207,592
Canada		237,582			245,799
EMEA		197,861			202,598
Rest of World		24,934			24,236
Total	$	665,923		$	680,225

Major customers are defined as customers that are materially significant to the Company’s annual revenues. For the three months ended August 31, 2026 and 2025, there were no major customers representing a material contribution to our quarterly revenues.

Note 26. Subsequent Events

In September 2026, the Company completed three private debt-for-equity Exchange Transactions with unrelated parties. Pursuant to the Exchange Transactions, the Company issued an aggregate of 2,841,650 shares of Common Stock in exchange for $12,000 aggregate principal amount of the TLRY 27 Notes due June 15, 2027. As a result, $52,000 of principal remains outstanding on the Company’s TLRY 27 Notes as of the date of this filing on October 8, 2026.

In September 2026, the Company completed the sale of its 90% ownership interest in Colcanna S.A.S. en Liquidación. The Company received nominal cash consideration and the purchaser assumed all liabilities of the subsidiary.

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 Seventh Amendment also limits borrowing availability under the revolving facility in future periods until the covenant tests are once again tested.

\n 23\n

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Interim Consolidated Financial Statements and the related Notes thereto for the three month period ended August 31, 2026 contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) and the Audited Consolidated Financial Statements and the related Notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026, as well as in conjunction with the sections entitled “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 and in the section entitled “Item 1A. Risk Factors” in this Form 10-Q. Forward looking statements in this Form 10-Q are qualified by the cautionary statement included in this Form 10-Q under the sub-heading “Cautionary Note Regarding Forward-Looking Statements” in the introduction of this Form 10-Q.

Company Overview

Tilray Brands, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company”, “Tilray”, “we”, “us” and “our”), is a leading global lifestyle consumer products company, which was incorporated on January 24, 2018 and is headquartered in Leamington and New York, with operations in Canada, the United States, Europe, Australia and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment, elevating lives through moments of connection. Tilray’s mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy and wellness, while creating memorable experiences that bring people together.

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, 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 leaders and leaders that are well-established in wellness and better-for-you products, all of whom apply an innovative and consumer-centric approach to our businesses.

\n 24\n

Trends and Other Factors Affecting Our Business

U.S. Beverage market trends:

Within the beverage category, we expect the following key trends to continue to shape the near-term outlook in this segment:

\n \n \n \n \n \n \n\n \n

Beverage Distribution. In furtherance of our strategic vision, we remain focused on enhancing the relevance of our brands within their home markets with mission critical SKUs, focusing on growing our core brands in their core markets and on driving growth of our highest margin SKUs within these brands. Through targeted efforts, we continue to strategically optimize our price/pack/channel architecture and drive distribution to continue to execute against our craft beer strategy, streamlining our business, enhancing our relevance and focusing resources on our core markets.

\n \n \n \n \n \n \n\n \n

Innovation. In the United States, we have been closely monitoring consumer beverage trends, which have included consumers drinking less beverage alcohol products for a variety of reasons and, when consuming alcoholic beverages, the increasing demand for ready-to-drink cocktail options. To address these trends, we have engaged in strategic innovation based on category analysis, consumer insights, and portfolio diversification into alternative beverage options. More specifically, we have launched products such as Cruisies and 10 Barrel’s Salty Sips line, a lower‑sugar vodka-based refresher made with real fruit juice and a pinch of sea salt. For consumers seeking to reduce their beverage alcohol consumption, the portfolio continues to scale across non‑alcoholic craft beer, clean‑label energy drinks fortified with vitamins, and 10 Barrel Clean Slate, a functional non‑alcoholic cocktail offering. Our innovation pipeline also includes flavored malt beverage offerings under the Popsicle brand, developed through a licensing partnership to bring iconic, nostalgic Popsicle flavors to ready‑to‑drink adult beverages. Following a successful market launch and strong consumer demand, we continue to expand the Popsicle product portfolio with additional flavor extensions and package formats, further strengthening the brand’s presence within the growing flavored malt beverage category. These strategic innovations underscore our commitment to offering high-quality options across a diverse range of beverage categories, positioning us for sustained growth by meeting consumer demand and differentiation in the competitive beverage segment.

\n \n \n \n \n \n \n\n \n

Brew Pubs. We currently operate 20 brew pubs, including our Breckenridge Distillery restaurant and tasting room, in geographic regions across the U.S. and core markets for the associated craft brands. This includes our four recently acquired BrewDog U.S. brew pubs, including a flagship multi‑level location on the Las Vegas Strip. During fiscal 2027, we further expanded our experiential retail footprint with the opening of a second Montauk Brewing brewpub in Port Jefferson, New York, extending the brand’s coastal lifestyle experience and creating an additional destination for consumer engagement, brand building and product trial. An important part of our strategic plan for our craft beer business centers on the role that brew pubs and experiential hospitality play in promoting and showcasing the distinct, regional positioning of our various craft beer brands. They provide our consumers with a venue in which to connect with others and have an immersive brand experience which serves to enhance brand loyalty and drive immediate and long-term revenue growth. We also believe that our brew pub strategy fuels trial and innovation by allowing us to curate unique small batch product offerings in targeted test markets.

In the spirits category, Breckenridge Distillery combines premium craftsmanship, award-winning quality, and experiential tourism appeal, reinforcing its positioning as a lifestyle-driven spirits brand. Recently included in Newsweek's “Best Bourbon 2026” list, the distillery has earned multiple prestigious accolades across Whiskey, Gin, and Vodka, including three Icons of Whisky awards, ten Best American Blended Whiskey honors at the World Whiskies Awards, and recognition as Colorado Distillery of the Year. Breckenridge Distillery products are available in all 50 states, with continued planned expansion into other product categories and product innovations. Recent launches include Mock One, a non-alcoholic spirits line, Mountain Shot, flavored whiskey in convenient pouches, and Casa Breck Tequila, all underscoring our commitment to innovation and evolving consumer preferences. Despite prevailing challenges within the overall spirits market, we believe that our award-winning portfolio and innovative product introductions positions Breckenridge Distillery for sustained growth and enhanced market presence.

U.K. Beverage market trends:

In the U.K., the beverage alcohol market remains highly competitive and continues to be impacted by evolving consumer preferences, cost pressures, and moderation trends. Consumers are increasingly seeking premium products, no and low-alcohol alternatives, and differentiated brand experiences across both retail and hospitality channels. Through BrewDog’s established brand portfolio, retail and e-commerce presence, and company-operated bar network, we believe we are well-positioned to compete in the U.K. market while focusing on core brand performance, operational efficiency, and selective innovation.

Canadian cannabis market trends:

The cannabis industry in Canada continues to evolve given how nascent the industry is with federal legalization of adult-use cannabis occurring approximately eight years ago. Through analysis of the current market conditions, the following key trends have emerged and are anticipated to influence the near-term future in the Canadian cannabis industry:

\n \n \n \n \n \n \n\n \n

Market share. 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. The 50-basis point decline primarily reflected a 90-basis point decrease in the whole flower category, resulting from a planned cultivation strain rotation that temporarily impacted supply, and a 440-basis point decrease in the straight-edge pre‑roll category due to an out‑of‑stock experienced by a componentry vendor despite maintaining a market leading position within this category. These declines were partially offset by modest increases in the vape, blunt and infused pre-roll categories as the Company continues to scale in these high-growth, ready-to-consume product formats. Despite the decline in flower market share, the Company remains focused on improving profitability within the category by prioritizing higher-margin premium brands, including Broken Coast. The Company continues to enhance its global supply chain and expand its cultivation footprint to support demand across Canadian and international markets. We have successfully optimized our Quebec cultivation facility and expect it to generate meaningful flower output in the second half of the fiscal year, which may be directed to international markets based on potential customer demand. During the fiscal quarter ended August 31, 2026, the Company opportunistically redirected approximately 1.0 Metric Tonnes to international markets, which are expected to generate higher margin sales.

\n \n \n \n \n \n \n\n \n

Price compression. Licensed producer consolidation has progressed more gradually than anticipated, while retailer consolidation has increased the negotiating leverage of larger retailer accounts. At the same time, consumer preferences continue to evolve. Demand is shifting toward manufactured formats such as infused pre‑rolls, beverages, edibles, and vapes, reflecting a broader premiumization and convenience trend within the category. Price compression in specific categories is expected to persist in the market, intensified by fierce competition among the approximately 1,000 Licensed Producers in Canada. The fixed impact of excise tax per gram further compounds these challenges, and has promoted ongoing industry lobbying efforts.

International cannabis market trends:

We are a global leader in the development, production, distribution, marketing and sale of pharmaceutical-grade medical cannabis products. The cannabis industry in Europe is still in its early stages of development and countries within Europe are at different stages of medical cannabis legalization. Meaningful progress in the legalization and regulation of cannabis for medical purposes, has now taken place in more than 20 countries representing a population of more than 524 million people (Germany, UK, Italy, Poland, Netherlands, Czech Republic, Greece, Portugal, Austria, Switzerland, Denmark, Croatia, Malta, Luxembourg, Ukraine, Sweden, Norway, Türkiye, Ireland and Spain). Beyond this, some countries have expressed a clear political ambition to legalize adult-use cannabis (Portugal and Luxembourg), some are engaging in programs for adult-use legalization (Netherlands and Switzerland) and some are debating regulations for cannabinoid-based medicine (France). In Europe, we believe that, despite continuing recessionary economic conditions, political uncertainty in various countries and the continuing Russian conflict with Ukraine, cannabis legalization (both medicinal and adult-use) will continue to gain traction albeit more slowly than originally expected. This is evidenced by the cannabis regulations in Malta in 2021, in Czech Republic in 2026 and more concretely in Germany in 2024, which we believe will serve as a catalyst for continued changes in drug policy throughout Europe. Outside of Europe and North America, the cannabis industry is also continuing to develop with Australia and Israel representing some of the larger markets and with some Latin American countries also growing their respective medical cannabis markets, such as Argentina, Panama, Colombia and Brazil.

We continue to believe that Tilray remains uniquely well-positioned to maintain and gain significant market share in the markets in which we participate. We benefit from our end-to-end vertically-integrated infrastructure in major markets and well-placed investments, which are comprised of two EU-GMP cultivation facilities located in Portugal and Germany; our fully owned route-to-market encompassing sales, marketing and distribution infrastructure in Germany, Australia and Italy; a network of leading distributors who we work with in the various other countries in which we participate; and, our extensive genetics portfolio and demonstrated commitment and expertise related to the cultivation and production of high-quality, safe cannabis products. Tilray’s International business also benefits from the depth and breadth of knowledge, experience, relationships and infrastructure we have gleaned from our leading participation and investment into the Canadian medical and adult-use markets. Tilray is proudly pioneering the effort to further understand the therapeutic value of cannabis through strategic partnerships with leading research institutions globally where Tilray is currently supporting clinical trials around the world studying the efficacy of cannabis in treating various indications. We believe that these assets and attributes, combined with our ability to navigate complex regulatory environments, will continue to drive our leadership in international medical markets and allow us to successfully enter new markets as they adopt medical cannabis and potentially adult-use regulations and may also serve to support a potential U.S. participation.

Germany. Today, Germany remains the largest medical cannabis market in Europe.

We continue to believe that Tilray is well-positioned in Germany, particularly following the enactment of MedCanG and given our domestic cultivation capabilities. Our wholly owned subsidiary, Aphria RX, was awarded the first license for the cultivation of medical cannabis in Germany by the BfArM under the liberalized regime, enhancing our ability to serve patients with high-quality products and improved availability.

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. Standardized cannabis extracts and medicines containing dronabinol or nabilone remain eligible for reimbursement, subject to applicable requirements, including new conditions relating to prior treatment with an approved cannabis-based medicinal product. Certain implementation details and the treatment of previously approved therapies continue to be clarified.

We believe the breadth of our portfolio positions us well as these changes are implemented. Our established cannabis extract portfolio allows us to continue serving the reimbursed segment of the market, while our differentiated flower portfolio, which includes the ARX, Good Supply and Tilray Medical brands, provides a range of distinct product propositions for patients in the evolving self-pay market. Across the portfolio, we remain focused on delivering the quality, trust, safety and consistency expected from Tilray.

Poland. In Poland, cannabis was legalized for medical use in 2018 and is prescribed to patients by a physician and dispensed by pharmacies. Today, all doctors in Poland are allowed to prescribe medical cannabis and it is a self-pay market as medical cannabis is not refundable by the Polish health service. Tilray is a leading supplier of medical cannabis in Poland through our network of distributor partnerships. We predominantly supply the market with whole flower medical cannabis products.

United Kingdom. Since November 2018, doctors in the U.K. have been able to prescribe medical cannabis for medicinal use for patients with medical conditions that had failed to respond to first-line medications. The market today is predominantly all self-pay and prescriptions are facilitated by private clinics. Today, we supply the U.K. market with mainly whole flower products from brands such as Good Supply through our distributor partners with sights on growing our portfolio to extracts and other formats. The Lyphe Acquisition brings deep clinical expertise and a strong patient-first approach that immediately strengthens our capabilities in the U.K.

Ireland. In June 2019, the Minister for Health signed legislation allowing for the operation of the Medical Cannabis Access Programme (“MCAP”) on a pilot basis for five years. The MCAP allows a medical consultant to prescribe a cannabis-based treatment for a narrow set of specified medical conditions, where the patient has failed to respond to standard treatment. Reimbursement is available for products which have received the appropriate approvals. Tilray was one of the first players to enter the Irish market and is one of a few suppliers which has received approval for its products to be prescribed and to have been granted reimbursement status. Today, we supply our approved extract product to Ireland through our distribution partner.

Italy. In May 2023, Tilray Medical received authorization from Italy’s Ministry of Health to distribute three new medical cannabis compounds. These medical cannabis compounds are distributed by Tilray Medical Italia to pharmacies across Italy. We have an established broad national pharmaceutical distribution network in Italy, where medical cannabis is prescribed by doctors and reimbursed by the healthcare system to eligible patients. In 2025, Tilray has received additional cannabis flower and extract product authorizations and has formed a strategic partnership with Molteni Farmaceutici with the commitment to broaden the availability of Tilray Medical products for patients across Italy.

Australia. In 2016, the Australian Government legalized medicinal cannabis, which is regulated by the Therapeutic Goods Administration. Medical cannabis is prescribed by a doctor but there is no coverage under the Pharmaceutical Benefits Scheme. Tilray Medical supplies the market with a wide portfolio of medical cannabis extracts as well as whole flower products. As the market continues to mature, we have seen increased demands and differentiation specifically with medical cannabis flowers. In response, we launched the Broken Coast, Redecan and Good Supply brands and products, which provides the patient with a segmented portfolio of products while we continue to deliver on the trust, safety and consistency that has become expected from our Tilray Medical brand.

Luxembourg. Luxembourg established its medical cannabis framework in 2018, with the national program operational since February 2019. Medical cannabis is tightly regulated, accessible only through trained physicians and dispensed exclusively via hospital pharmacies. Prescriptions are limited to patients with defined, severe medical conditions, and all treatments are covered by public health insurance. In January 2025, Luxembourg updated its regulations to phase-out high-THC flower products, now permitting only balanced or high-CBD flower and oil-based extracts. This shift reflects the government’s commitment to standardized, pharmaceutical-grade cannabis therapies and patient safety. Tilray Deutschland GmbH was awarded the official government tender in 2025 to supply medical cannabis flower, demonstrating our leadership in centralized procurement and compliance with Luxembourg’s rigorous standards.

Portugal. Portugal legalized medical cannabis in July 2018. The regulatory framework is overseen by INFARMED, requiring Market Placement Authorization (ACM) for all non-pharmaceutical cannabis products, with strict GACP and GMP compliance. While domestic patient access remains limited due to stringent product approvals and the absence of public reimbursement, Portugal has emerged as a leading European producer and exporter of medical cannabis, supplying high-value markets such as Germany, Poland, and Australia. In 2021, Tilray received the first Authorization for Placement on the Market for dried flower, with additional product approvals in 2024, reinforcing our pioneering role in Portugal’s medical cannabis sector. Our strategic investments in cultivation and manufacturing, combined with robust compliance and documentation standards, enable Tilray to deliver EU-GMP quality products to both domestic and international markets. As Portugal explores adult-use reform, we expect that Tilray’s established reputation and operational excellence position us to capitalize on future regulatory developments and market expansion.

Spain. Spain introduced a formal medical cannabis framework in October 2025 (Royal Decree 903/2025), marking the first time cannabis-based treatments are systematically regulated within its healthcare system. The model is highly controlled and built around standardized cannabis preparations (magistral formulas) rather than licensed commercial products, with strict requirements on composition (THC/CBD), manufacturing quality, traceability, and pharmacovigilance under the supervision of the Spanish Medicines Agency (AEMPS).

Ukraine. Ukraine established a national medical cannabis framework in 2024, driven largely by the need to treat war‑related conditions such as chronic pain and post‑traumatic stress disorder (PTSD). The law (No. 3528‑IX), signed in February 2024 and effective from August 16, 2024, legalized cannabis for medical, scientific, and educational purposes, removing cannabis extracts from the list of prohibited substances and enabling their cultivation, manufacturing, import/export, and dispensing under strict licensing and quota controls. The regulatory system is highly pharmaceutical in nature: products must be registered as medicines or compounded in pharmacies using approved APIs, with full traceability, security requirements (e.g. controlled cultivation environments and surveillance), and oversight by the Ministry of Health and the State Medicines Service.

Panama. Panama established its medical cannabis framework under Law 242 of 2021, with further regulatory advancements in 2026 creating a structured pathway for physician authorization and patient registration. In July 2026, Tilray Medical commercially launched Tilray Oral Solution CBD100, manufactured at our EU-GMP-certified facilities in Portugal and supplied through our joint venture: Solana Life Group. The product is intended to be distributed by prescription through Farmacias Arrocha, expanding patient access to regulated, pharmaceutical-quality cannabinoid medicine through established healthcare channels.

Brazil. Brazil has recently implemented a major overhaul of its medical cannabis regulatory framework (2025–2026), transitioning from a temporary, import‑dependent model (RDC 327/2019) to a more comprehensive, pharmaceutical-grade system covering the entire value chain. The new rules adopted by ANVISA in early 2026 (notably RDC 1.012–1.015/2026) establish for the first time clear provisions for cultivation, manufacturing, research, and commercialization under strict licensing and oversight. Cannabis products are formally defined as industrialized medicinal products based primarily on CBD or CBD-dominant extracts, reinforcing a pharmaceutical approach and excluding non-medical formats (e.g. cosmetics or wellness products). The framework also introduces domestic cultivation (≤0.3% THC) for medical purposes, a regulatory sandbox for controlled pilot activities (including patient associations), and stricter GMP, traceability, and quality standards aligned with international norms.

France. France is approaching full approval of a permanent medical cannabis framework, following a multi‑year pilot (2021–2026) and a prolonged regulatory process. The government has already finalized the core legal architecture, including draft decrees covering prescription, production, and distribution, which have been submitted to the European Commission and reviewed by the Conseil d’État.

The forthcoming approval is expected to introduce a highly controlled, evidence-driven model: cannabis will be prescribed only as treatment for defined conditions (e.g. neuropathic pain, epilepsy, multiple sclerosis spasticity, oncology and palliative care), using standardized pharmaceutical products (oils, capsules, possibly vaporized formats) under strict ANSM oversight. Prescription will initially remain specialist-led, with potential gradual involvement of general practitioners, and products will require full pharmaceutical compliance (quality, traceability, GMP). A critical pending step is the HAS (Haute Autorité de Santé) evaluation, expected to determine reimbursement and clinical value in late 2026, which will ultimately define real patient access. If favorable, broad patient access is targeted for 2027, positioning France as a large regulated medical cannabis market.

\n 25\n

U.S. cannabis market trends:

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. Agreeing that it should be allowed in the record, the ALJ has requested briefing of the GAO report to be submitted in the proceedings.

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 continue to monitor the regulatory landscape and legal challenges that are ongoing. We continue to believe that these recent efforts to reschedule cannabis from Schedule I to Schedule III under the Controlled Substances Act represent meaningful progress toward broader cannabis reform and have the potential to accelerate clinical research, broaden patient access, and support the development of a regulated, science-driven medical cannabis market in the United States.

Wellness market trends:

Tilray Wellness’ branded business continues to grow across brick-and-mortar retail as well as e-commerce, which we believe further establishes its leading market share position in better-for-you categories. The Company continues to focus on value-added innovation within natural and organic food and beverages across branded and ingredient sales. We continue to participate in multiple growing categories including super-seeds, better-for-you breakfast, better-for-you snacking, as well as functional beverages and natural energy drinks. Within our Ingredients sales business, we have expanded our range of offerings in hemp protein and hemp oil, helping us further develop our business in North America and Asia.

Acquisitions, Strategic Transactions and Synergies

We strive to continue to expand our business, on a consolidated basis, through a combination of organic growth and acquisition. While we continue to execute against our strategic initiatives that we believe will result in long-term, sustainable growth and value to our stockholders, we continue to evaluate potential acquisitions and other strategic transactions of businesses that we believe complement our existing portfolio, infrastructure and capabilities or provide us with the opportunity to enter attractive new geographic markets and product categories as well as expand our existing capabilities. In addition, we have exited certain businesses and continue to evaluate certain businesses within our portfolio that are dilutive to profitability and cash flow. As a result, we incur transaction costs in connection with identifying and completing acquisitions and strategic transactions, as well as ongoing integration and restructuring costs as we combine acquired companies and continue to achieve synergies, which is offset by income generated in connection with the execution of these transactions. 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. The following strategic transactions completed during the fourth quarter of fiscal year 2026 continue to have a meaningful impact on our business, growth strategy and operating results:

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.

BrewDog. Between March and April 2026, Tilray completed the Global BrewDog Acquisitions. See Note 7 (Business acquisitions) for details of the various transactions. As the only global craft beer brand, BrewDog transformed our beverage platform from a U.S. platform into 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, consistent with our previously disclosed ambition. In addition to the acquisition of BrewDog’s global businesses, the acquisition of BrewDog U.S. furthered our regional jewel strategy in the U.S. craft beer market by providing us with a footprint in the Midwest.

Lyphe. On April 15, 2026, Tilray acquired Lyphe, a UK-based medical cannabis clinic and digital pharmacy platform. Through the Lyphe Acquisition, the Company seeks to enhance access to medical cannabis in the UK while expanding its capabilities in dispensing traditional prescription medicines, thereby creating a seamless, digitally enabled patient experience.

HelloMD. On July 10, 2026, the Company acquired HelloMD, a direct-to-patient medical cannabis platform. Through the HelloMD Acquisition, the Company expects to expand its direct-to-patient capabilities and create a fully vertically integrated medical cannabis platform in Canada.

\n 26\n

Political and Economic Environment

Our results of operations may continue to be affected by economic, political, legislative, regulatory, legal actions, global volatility and general market disruption resulting from geopolitical tensions, such as Russia’s continued incursion into Ukraine, the ongoing events in the Middle East, including the conflict involving Iran, and political uncertainty in certain countries in Europe. Escalation of hostilities in the Middle East, including Iran, could further disrupt global energy markets, fuel prices, transportation networks, and supply chains, which may indirectly impact operating costs and consumer demand. Economic conditions, such as recessionary trends, inflation, supply chain disruptions, interest and monetary exchange rates, government fiscal policies, and the recent economic uncertainties resulting from certain changes in U.S. global economic policy, including changes on global trade policies can have a significant effect on operations. More specifically, there are limited expected impacts on revenue from the recently enacted U.S. tariffs and foreign enacted retaliatory tariffs in most reporting segments. The Company is actively monitoring developments related to these tariffs, evaluating potential impacts on its business, and adapting its operations and mitigation strategies as appropriate. From a cost perspective, we believe the recently enacted tariffs have and may continue to have an impact on input materials such as aluminum, hops, barley, malt and vape componentry, which are partially imported. We intend to mitigate these impacts to the extent possible.

In addition, the recent U.S. federal regulatory developments regarding cannabis rescheduling represent a significant shift in the political and legislative environment. This evolution is expected to lead to a legitimate regulatory framework for the provision and use of medical cannabis as a therapy for a multitude of conditions and disease states, bringing U.S. drug policy in line with the drug policies of other countries around the world today. We expect that this will also lead to more research, clinical development, and education, aligning closely with Tilray’s established global expertise in regulated medical cannabis markets. During fiscal 2027, the U.S. Drug Enforcement Administration conducted administrative hearings regarding the proposed transfer of marijuana from Schedule I to Schedule III under the Controlled Substances Act and it was expected that the ALJ would issue his recommendation imminently. However, in response to 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 ALJ granted the stay, thereby extending the hearings. We continue to monitor these developments and, with more clarity on the regulatory framework and the outcomes of the legal challenges, we intend to leverage our proven compliance infrastructure, scientific knowledge, and operational scale to expand responsibly in the U.S. market, introducing medical-grade cannabis products in targeted therapeutic formats. While these developments present significant long-term growth opportunities, they also introduce new regulatory complexities and potential risks that we will continue to monitor closely. These developments did not have any immediate impact on our financial results.

Seasonality

Certain of our reporting segments are affected by seasonal factors and, therefore, our results of operations for any interim period, including the three months ended August 31, 2026, are not necessarily indicative of the results that may be expected for the full fiscal year.

Beverage. Net revenue in our U.S. craft beer business has historically been highest in our fiscal fourth quarter, which ends on May 31^st. In that quarter, wholesalers and retailers increase their purchases and inventory levels ahead of the summer selling season and new products are introduced in connection with retailer spring shelf resets. Our fiscal third quarter has historically been our lowest quarter for beer net revenue. With respect to spirits, our business has historically benefited from purchases ahead of the winter holiday season in our fiscal second quarter and our third quarter benefits on net revenue after the calendar reset for graduated excise tax rates. We have a limited operating history with BrewDog, which we acquired in fiscal 2026 and which includes hospitality and U.K. retail operations. Its seasonal patterns may differ from those of our U.S. craft beer business.

Distribution. Our Distribution segment has historically experienced higher purchasing by wholesalers, distributors and pharmacy customers in our fiscal fourth quarter, ahead of the summer vacation period in Europe.

Cannabis. Our Canadian adult-use cannabis business has historically experienced lower net revenue in our fiscal third quarter as the winter weather moves customers away from dried flower and pre-rolls to vapes before reversing in the fourth quarter as the spring and summer months arrive. Similar to our Distribution segment, net revenue from our International medical cannabis business is historically higher due to the increased purchasing by wholesalers, distributors and pharmacy customers in our fiscal fourth quarter, ahead of the summer vacation. However, it can also fluctuate significantly from quarter to quarter due to the timing of the receipt of import and export permits, import quotas, product availability (where our cultivation experiences lower yield during the hot summer months) are impacted and regulatory developments in the jurisdictions in which we operate.

Seasonal patterns in our results may be affected, or obscured, by other factors. These include acquisitions and the integration of acquired brands, the timing of retailer shelf resets and of product launches, our portfolio and SKU rationalization initiatives, the timing of customer orders and shipments, weather, and changes in laws and regulations. As a result, period-to-period comparisons of our results may not be meaningful indicators of future performance.

Results of Operations

Our consolidated results in thousands, except for per share data, are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n

	For the three months ended
	August 31,			August 31,			Change		% Change
(in thousands of U.S. dollars)	2026			2025			2026 vs. 2025
Net revenue	$	257,147			$	209,501		$	47,646		23	%
Cost of goods sold		179,638				152,032			27,606		18	%
Gross profit		77,509				57,469			20,040		35	%
Operating expenses:
General and administrative		57,608				41,053			16,555		40	%
Selling		13,593				12,923			670		5	%
Amortization		6,500				3,929			2,571		65	%
Marketing and promotion		15,736				10,155			5,581		55	%
Research and development		89				41			48		117	%
Change in fair value of contingent consideration		—				(15,000	)		15,000		(100	)%
Litigation costs, net of recoveries		787				1,007			(220	)	(22	)%
Restructuring costs		2,447				869			1,578		182	%
Transaction costs, net		4,802				400			4,402		1,101	%
Total operating expenses		101,562				55,377			46,185		83	%
Operating income (loss)		(24,053	)			2,092			(26,145	)	(1,250	)%
Interest expense, net		(6,480	)			(6,696	)		216		(3	)%
Non-operating (expense) income, net		(7,773	)			3,832			(11,605	)	(303	)%
Loss before income taxes		(38,306	)			(772	)		(37,534	)	4,862	%
Income tax expense (recovery), net		1,725				(2,285	)		4,010		(175	)%
Net income (loss)	$	(40,031	)		$	1,513		$	(41,544	)	(2,746	)%

\n 27\n

Use of Non-GAAP Measures

Throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q, we discuss non-GAAP financial measures, including references to:

\n \n \n \n \n \n \n\n \n

●

adjusted EBITDA,

\n \n \n \n \n \n \n\n \n

●

cash and cash equivalents, restricted cash and marketable securities, and

\n \n \n \n \n \n \n\n \n

●

constant currency presentation of net revenue (on a segment and consolidated basis).

These non-GAAP financial measures should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These financial measures, which may be different than similarly titled financial measures used by other companies, are presented to help investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Please see “Reconciliation of Non-GAAP Financial Measures to GAAP Measures” below for reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as a discussion of our adjusted EBITDA measure and the calculation of such measure.

Constant Currency Presentation

We believe that this financial measure provides useful information to investors because it eliminates the effect that foreign currency exchange rate fluctuations may have on period-to-period comparability given the volatility in foreign currency exchange markets and therefore, provides greater transparency to the underlying performance of our consolidated net sales. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. Dollar are translated into U.S. Dollars at the average monthly exchange rate in effect during the corresponding period of the prior fiscal year rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

Cash and cash equivalents, restricted cash and Marketable Securities

The Company combines the Cash and cash equivalents financial statement line item, the restricted cash financial statement line and the Marketable securities financial statement line item as an aggregate total as reconciled in the liquidity and capital resource section below. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its short-term liquidity position by combining these three GAAP metrics.

\n 28\n

Operating Metrics and Non-GAAP Measures

We use the operating metrics and non-GAAP measures set forth in the table below to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. Other companies, including companies in our industry, may calculate operating metrics and non-GAAP measures with similar names differently, which may reduce their usefulness as comparative measures. Certain variances are labeled as not meaningful (“NM”) throughout management's discussion and analysis.

	For the three months ended
	August 31,			August 31,
(in thousands of U.S. dollars)	2026			2025
Net beverage revenue	$	101,496			$	55,739
Net cannabis revenue		56,109				64,511
Distribution revenue		84,266				74,007
Wellness revenue		15,276				15,244
Beverage costs		59,489				34,413
Cannabis costs		34,087				41,241
Distribution costs		75,143				66,008
Wellness costs		10,919				10,370
Gross profit		77,509				57,469
Beverage gross margin		41	%			38	%
Cannabis gross margin		39	%			36	%
Distribution gross margin		11	%			11	%
Wellness gross margin		29	%			32	%
Adjusted EBITDA ⁽¹⁾	$	9,205			$	10,181
Cash and cash equivalents, restricted cash and marketable securities ⁽¹⁾ as at the period ended:		221,390				264,828
Working capital as at the period ended:	$	376,903			$	433,508

⁽¹⁾Adjusted EBITDA and cash, restricted cash and marketable securities are non-GAAP financial measures. See “Use of Non-GAAP Measures” above for a discussion of these Non-GAAP measures and “Reconciliation of Non-GAAP Financial Measures to GAAP Measures” below for a reconciliation of these Non-GAAP Measures to our most comparable GAAP measure and the discussion above captioned “Cash and Marketable Securities.”

Segment Reporting

For the three months ended August 31, 2026 and August 31, 2025, respectively, our reporting segments net revenue was comprised of net revenues from our beverage, cannabis, distribution, and wellness operations as follows:

	For the three months ended
	August 31,		August 31,			Change		% Change
(in thousands of U.S. dollars)	2026		2025			2026 vs. 2025
Beverage business	$	101,496		$	55,739		$	45,757		82	%
Cannabis business		56,109			64,511			(8,402	)	(13	)%
Distribution business		84,266			74,007			10,259		14	%
Wellness business		15,276			15,244			32		0	%
Total net revenue	$	257,147		$	209,501		$	47,646		23	%

\n 29\n

For the three months ended August 31, 2026 and August 31, 2025, respectively, our reporting segment net revenue on a constant currency⁽¹⁾ basis was as follows:

	For the three months ended
	as reported in constant currency⁽¹⁾
	August 31,		August 31,			Change		% Change
(in thousands of U.S. dollars)	2026		2025			2026 vs. 2025
Beverage business	$	101,777		$	55,739		$	46,038		83	%
Cannabis business		56,873			64,511			(7,638	)	(12	)%
Distribution business		85,188			74,007			11,181		15	%
Wellness business		15,433			15,244			189		1	%
Total net revenue	$	259,271		$	209,501		$	49,770		24	%

\n \n \n \n \n \n \n\n \n

(1)

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

For the three months ended August 31, 2026 and August 31, 2025, respectively, our geographic net revenue was as follows:

	For the three months ended
	August 31,		August 31,			Change		% Change
(in thousands of U.S. dollars)	2026		2025			2026 vs. 2025
USA	$	58,326		$	63,961		$	(5,635	)	(9	)%
Canada		48,432			58,167			(9,735	)	(17	)%
EMEA		145,522			85,253			60,269		71	%
Rest of World		4,867			2,120			2,747		130	%
Total net revenue	$	257,147		$	209,501		$	47,646		23	%

For the three months ended August 31, 2026 and August 31, 2025, respectively, our geographic net revenue on a constant currency⁽¹⁾ basis was as follows:

	For the three months ended
	as reported in constant currency⁽¹⁾
	August 31,		August 31,			Change		% Change
(in thousands of U.S. dollars)	2026		2025			2026 vs. 2025
USA	$	58,326		$	63,961			(5,635	)	(9	)%
Canada		49,338			58,167			(8,829	)	(15	)%
EMEA		146,890			85,253			61,637		72	%
Rest of World		4,717			2,120			2,597		123	%
Total net revenue	$	259,271		$	209,501		$	49,770		24	%

\n \n \n \n \n \n \n\n \n

(1)

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

As of August 31, 2026 and May 31, 2026, respectively, our geographic capital assets were as follows:

		For the three months ended
	August 31,		May 31,			Change		% Change
(in thousands of U.S. dollars)	2026		2026			2026 vs. 2025
USA	$	205,546		$	207,592		$	(2,046	)	(1	)%
Canada		237,582			245,799			(8,217	)	(3	)%
EMEA		197,861			202,598			(4,737	)	(2	)%
Rest of World		24,934			24,236			698		3	%
Total capital assets	$	665,923		$	680,225		$	(14,302	)	(2	)%

\n 30\n

Beverage revenue

Net revenue from our Beverage segment increased to $101.5 million for the three months ended August 31, 2026, compared to revenue of $55.7 million for the prior year period. Results for the current fiscal quarter include incremental net revenues of $55.9 million associated with the Global BrewDog Acquisitions completed during the fourth quarter of fiscal 2026. Excluding the impact of the Global BrewDog Acquisitions, the year-over-year decrease was primarily attributable to continued industry-wide challenges across the craft beer, spirits, and brewpub categories and broader competitive pressures, which resulted in lower volumes sold. Notwithstanding the current market challenges, the Global BrewDog Acquisitions significantly advance our long-term beverage strategy by transforming our platform from a predominantly U.S.-focused business into a global beverage platform with established operations and infrastructure, commercial capabilities and consumer reach across key international markets, which we believe positions the segment for future growth and enhanced scale.

Cannabis revenue

For the three months ended August 31, 2026 and August 31, 2025, respectively, cannabis net revenue based on market channel was as follows:

	For the three months ended
	August 31,			August 31,			Change		% Change
(in thousands of US dollars)	2026			2025			2026 vs. 2025
Revenue from Canadian medical cannabis	$	4,717			$	6,146		$	(1,429	)	(23	)%
Revenue from Canadian adult-use cannabis		53,564				64,067			(10,503	)	(16	)%
Revenue from wholesale cannabis		673				4,155			(3,482	)	(84	)%
Revenue from international cannabis		16,237				13,367			2,870		21	%
Total cannabis revenue		75,191				87,735			(12,544	)	(14	)%
Excise taxes		(19,082	)			(23,224	)		4,142		(18	)%
Total cannabis net revenue	$	56,109			$	64,511		$	(8,402	)	(13	)%

For the three months ended August 31, 2026 and August 31, 2025, respectively, cannabis net revenue based on market channel on a constant currency⁽¹⁾ basis was as follows:

	For the three months ended
	as reported in constant currency⁽¹⁾
	August 31,			August 31,			Change		% Change
(in thousands of US dollars)	2026			2025			2026 vs. 2025
Revenue from Canadian medical cannabis	$	4,804			$	6,146		$	(1,342	)	(22	)%
Revenue from Canadian adult-use cannabis		54,575				64,067			(9,492	)	(15	)%
Revenue from wholesale cannabis		685				4,155			(3,470	)	(84	)%
Revenue from international cannabis		16,252				13,367			2,885		22	%
Total cannabis revenue		76,316				87,735			(11,419	)	(13	)%
Excise taxes		(19,443	)			(23,224	)		3,781		(16	)%
Total cannabis net revenue	$	56,873			$	64,511		$	(7,638	)	(12	)%

\n \n \n \n \n \n \n\n \n

(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” above for a discussion of these Non-GAAP Measures.

\n 31\n

Revenue from Canadian medical cannabis: Gross revenue from Canadian medical cannabis decreased to $4.7 million for the three months ended August 31, 2026, compared to gross revenue of $6.1 million for the prior year period. On a constant currency basis, gross revenue from Canadian medical cannabis decreased to $4.8 million for the three months ended August 31, 2026. The decrease in gross revenue from medical cannabis, on a constant currency basis, was primarily driven by a reduction in the Veterans Affairs Canada reimbursement ceiling from CAD $8.50 to CAD $6.00 per gram, effective April 1, 2026, as enacted under the Canadian federal government’s Budget 2025, which reduced revenue by approximately $1.0 million during the fiscal quarter. The remaining decrease was attributed to uninsured patient attrition to the adult-use recreational market.

Revenue from Canadian adult-use cannabis: During the three months ended August 31, 2026, our gross revenue from Canadian adult-use cannabis decreased to $53.6 million, compared to gross revenue of $64.1 million for the prior year period. On a constant currency basis, our gross revenue from Canadian adult-use cannabis decreased to $54.6 million for the three months ended August 31, 2026. The currency adjusted decrease in gross adult-use revenue for the three-month period was primarily driven by continued pricing pressure in the flower category, particularly within the mainstream and value segments where the Company maintains a significant market share. These decreases were partially offset by growth from innovation and recently launched products. In addition, certain inventory was redirected to international markets, which would otherwise have generated approximately $1.1 million of revenue in the Canadian market. Notably, we have continued to invest in our cultivation footprint, including the expansion of cultivation at our Quebec facility, to support demand across both Canadian and international markets. We remain encouraged by the early performance of key innovation initiatives and believe our investments in cultivation, brands and product development position the business to capitalize on future growth opportunities as market conditions evolve.

Wholesale cannabis revenue: Gross revenue from wholesale cannabis decreased to $0.7 million for the three months ended August 31, 2026, compared to gross revenue of $4.2 million for the prior year period. On a constant currency basis, gross revenue from wholesale cannabis decreased to $0.7 million for the three months ended August 31, 2026. As wholesale market dynamics evolve, we continue to evaluate opportunities to sell into the wholesale market or allocate product to international markets and other sales channels based on demand and profitability. Specifically, during the three months ended August 31, 2026, wholesale cannabis revenue declined compared to the prior year period as the Company strategically redirected product to other markets, resulting in a 70% decrease in wholesale gram equivalents sold.

International cannabis revenue: Net revenue from International cannabis increased to $16.2 million for the three months ended August 31, 2026, compared to net revenue of $13.4 million for the prior year period. On a constant currency basis, net revenue from international cannabis increased to $16.3 million for the three months ended August 31, 2026 and was primarily attributable to growth in the German medical cannabis market, which increased by $2.9 million as a result of increased patient demand. This growth was further supported by a $1.0 million increase in the United Kingdom through the Lyphe Acquisition. Despite increased gram equivalents sold, international cannabis revenue was negatively impacted by price compression of approximately $8.8 million in the quarter. Lastly, international cannabis revenue may fluctuate from quarter to quarter based upon the timing of the receipt of export/import permits as well as the timing of shipments from one quarter to the next.

\n 32\n

Distribution revenue

Net revenue from our Distribution segment increased to $84.3 million for the three months ended August 31, 2026, compared to revenue of $74.0 million for the prior year period. On a constant currency basis, revenue from Distribution increased to $85.2 million for the three months ended August 31, 2026. The increase in Distribution revenue for the fiscal year was primarily driven by a focus on competitive pricing and product mix, as evidenced by a 12% increase in average selling price, and a 2% increase in units sold.

Wellness revenue

Our Wellness segment net revenue increased to $15.3 million for the three months ended August 31, 2026, compared to $15.2 million from the prior year period. On a constant currency basis for the three months ended August 31, 2026, Wellness segment net revenue increased to $15.4 million. Wellness net revenue remained largely unchanged, as growth from innovation and new product offerings was largely offset by lower e-commerce sales resulting from temporary supply constraints.

\n 33\n

Gross profit and gross margin for our reporting segments

For the three months ended August 31, 2026 and August 31, 2025, respectively, our gross profit and gross margin were as follows:

	For the three months ended
(in thousands of U.S. dollars)	August 31,			August 31,			Change		% Change
Beverage	2026			2025			2026 vs. 2025
Net revenue	$	101,496			$	55,739		$	45,757		82	%
Cost of goods sold		59,489				34,413			25,076		73	%
Gross profit		42,007				21,326			20,681		97	%
Gross margin		41	%			38	%		3	%	8	%
Cannabis
Net revenue		56,109				64,511			(8,402	)	(13	)%
Cost of goods sold		34,087				41,241			(7,154	)	(17	)%
Gross profit		22,022				23,270			(1,248	)	(5	)%
Gross margin		39	%			36	%		3	%	8	%
Distribution
Net revenue		84,266				74,007			10,259		14	%
Cost of goods sold		75,143				66,008			9,135		14	%
Gross profit		9,123				7,999			1,124		14	%
Gross margin		11	%			11	%		0	%	0	%
Wellness
Net revenue		15,276				15,244			32		0	%
Cost of goods sold		10,919				10,370			549		5	%
Gross profit		4,357				4,874			(517	)	(11	)%
Gross margin		29	%			32	%		(3	)%	(9	)%
Total
Net revenue		257,147				209,501			47,646		23	%
Cost of goods sold		179,638				152,032			27,606		18	%
Gross profit		77,509				57,469			20,040		35	%
Gross margin		30	%			27	%		3	%	11	%

Beverage gross margin: For the three months ended August 31, 2026, our beverage segment generated gross margin of 41%, which increased from 38% generated in the prior year period. The increase was primarily driven by the inclusion of BrewDog, which generated a gross margin of approximately 46% and favorably impacted the segment’s overall gross margin. This benefit was partially offset by lower overhead absorption resulting from reduced volume in our legacy beverage operations, as well as higher input costs, particularly for aluminum and inbound freight.

Cannabis gross margin: For the three months ended August 31, 2026, our cannabis segment generated gross margin of 39%, which increased from 36% generated in the prior year period. The increase was primarily driven by operating efficiencies realized across our Canadian cannabis operations as well as favorable product mix, together with improved utilization of our cultivation facility in Portugal as we continued to scale international production. These benefits more than offset the impact of lower revenue and price compression, particularly within international cannabis markets.

Distribution gross margin: For the three months ended August 31, 2026, our distribution segment generated gross margin of 11%, and remained consistent from 11% generated in the prior year period. The comparability was affected by a $1.3 million in the prior year for the classification of certain packing labor costs within selling expenses rather than cost of goods sold. Excluding this impact, gross margin improved, driven primarily by a favorable product mix, including an approximately 12% increase in average selling price, and lower input costs resulting from cost-reduction initiatives.

Wellness gross margin: For the three months ended August 31, 2026, our wellness segment generated gross margin of 29%, which decreased from 32% in the prior year period. Gross margin decreased as a result of an unfavorable change in sales mix away from e-commerce and organic products to non-organic and white label.

\n 34\n

Operating expenses

During the three months ended August 31, 2026 and August 31, 2025, respectively, the changes in operating expenses were as follows:

	For the three months ended
	August 31,		August 31,			Change		% Change
(in thousands of US dollars)	2026		2025			2026 vs. 2025
General and administrative	$	57,608		$	41,053		$	16,555		40	%
Selling		13,593			12,923			670		5	%
Amortization		6,500			3,929			2,571		65	%
Marketing and promotion		15,736			10,155			5,581		55	%
Research and development		89			41			48		117	%
Change in fair value of contingent consideration		—			(15,000	)		15,000		(100	)%
Litigation costs, net of recoveries		787			1,007			(220	)	(22	)%
Restructuring costs		2,447			869			1,578		182	%
Transaction costs, net		4,802			400			4,402		1,101	%
Total operating expenses	$	101,562		$	55,377		$	46,185		83	%

Operating expenses are comprised of general and administrative, selling, amortization, marketing and promotion, research and development, change in fair value of contingent consideration, litigation costs, net of recoveries, restructuring costs and transaction costs, net. For the three months ended August 31, 2026, operating expenses increased by $46.2 million to $101.6 million when compared to $55.4 million for the prior year period. The increase was primarily driven by $32.0 million of incremental operating expenses associated with the Global BrewDog Acquisitions and the Lyphe Acquisition. The increase also reflected the absence of a $15.0 million gain from the change in fair value of contingent consideration relating to the Montauk acquisition recognized in the prior year period. These items are discussed in further detail below:

\n 35\n

General and administrative costs

During the three months ended August 31, 2026 and August 31, 2025, respectively, the changes in general and administrative costs when compared to the prior year period were as follows:

	For the three months ended
	August 31,			August 31,			Change		% Change
(in thousands of US dollars)	2026			2025			2026 vs. 2025
Salaries and wages	$	26,108			$	21,736		$	4,372		20	%
Office and general		16,942				8,697			8,245		95	%
Stock-based compensation		6,584				5,052			1,532		30	%
Insurance		2,910				2,393			517		22	%
Professional fees		632				1,218			(586	)	(48	)%
Gain on sale of capital assets		(101	)			(241	)		140		(58	)%
Travel and accommodation		2,305				1,312			993		76	%
Rent		2,228				886			1,342		151	%
Total general and administrative costs	$	57,608			$	41,053		$	16,555		40	%

Salaries and wages increased by 20% during the three months ended August 31, 2026, when compared to the prior year period. This is primarily attributable to incremental salaries and wages of $7.4 million associated with the Global BrewDog Acquisitions and the Lyphe Acquisition completed during the fourth fiscal quarter of fiscal year 2026, as well as annual merit increases. This increase was partially offset due to a reduction of retention payments of $0.8 million compared to the prior year period.

Office and general increased by 95% during the three months ended August 31, 2026, when compared to the prior year period. The increase in the three months ended August 31, 2026 was driven by higher costs in the current year, including $7.1 million of incremental office and general expenses associated with the Global BrewDog Acquisitions and the Lyphe Acquisition completed during the fourth fiscal quarter of fiscal year 2026.

The Company recognized stock-based compensation expense of $6.6 million during the three months ended August 31, 2026, of which $0.9 million was recorded against accounts payable and accrued liabilities on the Consolidated Statements of Financial Position in connection with the Performance-Based Elective Settlement Award achieved (Note 14), compared to $5.1 million for the prior year period. Stock-based compensation expense is based on the adopted time-based vesting schedules and varies according to the assumptions used in the vesting model.

Insurance expense increased by $0.5 million for the three months ended August 31, 2026 to $2.9 million from $2.4 million for the prior year period. The increase in insurance expense for the three months ended August 31, 2026, was attributable to incremental insurance costs associated with the Global BrewDog Acquisitions.

\n 36\n

Rent expense increased by 151% for the three months ended August 31, 2026 to $2.2 million compared to $0.9 million for the prior year period. Rent expense is predominantly comprised of operating lease expenses for our brew pubs and office spaces and varies period-over-period based on lease amortization schedules and common area maintenance costs. The increase for the three months ended August 31, 2026 reflects incremental rent costs of $1.3 million associated with the Global BrewDog Acquisitions and the Lyphe Acquisition completed during the fourth fiscal quarter of fiscal year 2026.

Selling costs

For the three months ended August 31, 2026, the Company incurred selling costs of $13.6 million or 5% of net revenue as compared to $12.9 million or 6% of net revenue in the prior year period. These costs relate to third-party shipping costs for all segments, in addition to distributor commission incurred by the cannabis segment, Health Canada cannabis fees, and patient acquisition and maintenance costs. The increase in selling costs for the three months ended August 31, 2026, was primarily attributable to $3.1 million of incremental selling costs associated with the Global BrewDog Acquisitions and the Lyphe Acquisition, as well as $1.7 million of incremental fuel and freight surcharges resulting from elevated global fuel prices and shipping disruptions associated with the ongoing conflict in the Middle East. These increases were partially offset by benefits realized from ongoing cost-saving initiatives and a change in revenue mix to lower selling cost segments.

Amortization

The Company incurred non-production related amortization charges of $6.5 million for the three months ended August 31, 2026, compared to $3.9 million in the prior year period, based on depreciable capital and intangible assets useful lives. The increase is primarily attributable to incremental amortization expense of $2.4 million associated with the Global BrewDog Acquisitions and the Lyphe Acquisition completed during the fourth fiscal quarter of fiscal year 2026.

Marketing and promotion costs

For the three months ended August 31, 2026, the Company incurred marketing and promotion costs of $15.7 million, compared to $10.2 million for the prior year period. The increase was primarily driven by $5.6 million of incremental marketing and promotion costs associated with the Global BrewDog Acquisitions, as well as variability in discretionary marketing spend.

Research and development

Research and development costs were $0.1 million during the three months ended August 31, 2026, compared to $0.0 million in the prior year period. These costs relate to external expenditures associated with the development of new products.

Change in fair value of contingent consideration

A portion of the total consideration to be paid in connection with the Company’s acquisition of Montauk was contingent upon the achievement by Montauk of certain financial measures as of December 31, 2025. In the event that Montauk achieved either the pre-determined sales volume target or EBITDA target, then $15.0 million of contingent consideration would be deemed earned and payable. If both the sales volume target and the EBITDA target were achieved, an additional $3.0 million would be deemed earned and payable for a total contingent consideration payment of $18.0 million.

During the three months ended August 31, 2025, the Company reassessed the estimated fair value of the contingent consideration liability as $nil, based on subsequent information regarding Montauk’s operating results and revised expectations for the remainder of the earn‑out period. As a result of lower‑than‑anticipated sales volumes during the peak selling periods of June, July and August 2025, and the loss of certain national retail programs, management concluded that Montauk no longer had a viable path to achieving the sales volume target or the EBITDA target within the earn‑out period. Accordingly, the Company applied a probability of achievement of 0% to the sales volume target and 0% to the remaining criteria. The resulting $15.0 million change in fair value of the contingent consideration liability was recorded within the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) and contributed to the Company’s net income generated during the period ended August 31, 2025, despite historically reporting a net loss.

During the remainder of fiscal 2026, the earn-out period concluded and neither financial measure was achieved. Accordingly, no further changes to the fair value of the contingent consideration liability were recognized during the year ended May 31, 2026 as no contingent consideration obligation was payable.

\n 37\n

Litigation costs, net of recoveries

For the three months ended August 31, 2026, the Company recorded $0.8 million of litigation settlements costs and third-party fees incurred in defending these claims, net of favorable recoveries compared to $1.0 million in the prior year period. The decrease is related to period-to-period variability as litigation and settlement costs are non-recurring in nature. During the three months ended August 31, 2026, the Company settled a copyright infringement litigation claim for which insurance recovery is expected. Specifically, the Company expects to receive approximately $1.0 million in insurance proceeds to offset the same amount funded for settlement of this claim.

Restructuring costs

In connection with the integration of certain acquisitions and strategic transactions, the Company has incurred restructuring and exit costs in the amount of $2.4 million for the three months ended August 31, 2026, compared to $0.9 million for the prior year period. All restructuring plans are approved at the executive level, and their associated expenses are recognized in the period in which the plan is committed or otherwise incurred.

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. Restructuring charges primarily consisted of employee termination severance and benefits, facility closure and exit costs, contract and other termination costs, costs associated with SKU rationalization activities, and other costs directly associated with the execution of the plan. As a result, during the three months ended August 31, 2026, the Company incurred $2.3 million of restructuring related expenses associated with these efforts. The Company expects these initiatives to be substantially completed by the end of fiscal 2027.

Transaction costs, net

Transaction costs, net, include acquisition related income and expenses, related legal, financial advisor and due diligence cost and expenses and transaction related compensation. For the three months ended August 31, 2026, transaction costs increased to $4.8 million from $0.4 million for the prior year period. During the three months ended August 31, 2026, transaction costs associated with the continued integration of BrewDog and Lyphe, as well as $1.1 million of professional and other fees related to the BrewDog administration process.

Interest expense, net

For the three months ended August 31, 2026, interest expense, net was $6.5 million compared to $6.7 million for the prior year period. For the three months ended August 31, 2026, interest expense, net was comprised of $0.9 million of interest income, $1.5 million of accretion of convertible debt discount, and $5.9 million of cash interest expense compared to $1.9 million, $2.0 million and $6.6 million, respectively, for the prior year period.

Non-operating (expense) income, net

During the three months ended August 31, 2026 and August 31, 2025, respectively, the changes in non-operating (expense), income were comprised of:

	For the three months ended
	August 31,			August 31,			Change		% Change
(in thousands of US dollars)	2026			2025			2026 vs. 2025
Change in fair value of warrant liability	$	—			$	(3,670	)	$	3,670		(100	)%
Foreign exchange gain (loss)		(11,234	)			6,928			(18,162	)	(262	)%
Loss on long-term investments		(27	)			39			(66	)	(169	)%
Unrealized gain (loss) on digital assets		46				(8	)		54		(675	)%
Other non-operating (losses) gains, net		3,442				543			2,899		534	%
Total non-operating income (expense)	$	(7,773	)		$	3,832		$	(11,605	)	(303	)%

\n 38\n

For the three months ended August 31, 2026, the Company did not recognize a change in fair value of its warrants as they have been fully exercised, compared to a loss of $3.7 million in the prior year period, as a result of the change in our share price and the exercise price of the warrants. For the three months ended August 31, 2026, the Company recognized a loss of $11.2 million resulting from the changes in foreign exchange rates during the period compared to a gain of $6.9 million for the prior year period. The other non-operating (losses) gains, net were gains of $3.5 million for the three months ended August 31, 2026, compared to gains of $0.5 million for the prior year period, and primarily resulted from the exchange transaction of the TLRY 27 Notes, as described in Note 12 (Convertible debentures payable).

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that does not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company calculates adjusted EBITDA as net income (loss) before income taxes, net interest expense, depreciation and amortization, purchase price accounting step-up on inventory, stock-based compensation, restructuring costs, transaction costs net, litigation costs net of recoveries, change in fair value of contingent consideration, project 420 cost savings initiatives, unrealized currency gains and losses and other adjustments.

We believe that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to the Company’s results of operations and financial condition. In addition, management uses this measure for reviewing the financial results of the Company and as a component of performance-based executive compensation.

We do not consider adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of adjusted EBITDA is that it excludes certain expenses and income that are required by U.S. GAAP to be recorded in our Financial Statements. In addition, adjusted EBITDA is subject to inherent limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or included in determining adjusted EBITDA. In order to compensate for these limitations, management presents adjusted EBITDA in connection with GAAP results.

For three months ended August 31, 2026, adjusted EBITDA decreased to $9.2 million compared to $10.2 million for the prior year period.

\n 39\n

	For the three months ended
	August 31,			August 31,			Change		% Change
Adjusted EBITDA reconciliation:	2026			2025			2026 vs. 2025
Net income (loss)	$	(40,031	)		$	1,513		$	(41,544	)	(2,746	)%
Income tax expense (recovery), net		1,725				(2,285	)		4,010		(175	)%
Interest expense, net		6,480				6,696			(216	)	(3	)%
Non-operating (income) expense, net		7,773				(3,832	)		11,605		(303	)%
Amortization		18,638				15,561			3,077		20	%
Stock-based compensation		6,584				5,052			1,532		30	%
Change in fair value of contingent consideration		—				(15,000	)		15,000		(100	)%
Project 420 business optimization		—				200			(200	)	(100	)%
Litigation costs, net of recoveries		787				1,007			(220	)	(22	)%
Restructuring costs		2,447				869			1,578		182	%
Transaction costs, net		4,802				400			4,402		1,101	%
Adjusted EBITDA	$	9,205			$	10,181		$	(976	)	(10	)%

\n 40\n

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, net income (loss). There are a number of limitations related to the use of Adjusted EBITDA as compared to net income (loss), the closest comparable GAAP measure. Adjusted EBITDA adjusts for the following:

\n \n \n \n \n \n \n\n \n

●

Non-cash amortization expenses and, although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future;

\n \n \n \n \n \n \n\n \n

●

Stock-based compensation expenses, a non-cash expense and are an important part of our compensation strategy;

\n \n \n \n \n \n \n\n \n

●

Non-cash foreign exchange gains or losses, which accounts for the effect of both realized and unrealized foreign exchange transactions. Unrealized gains or losses represent foreign exchange revaluation of foreign denominated monetary assets and liabilities;

\n \n \n \n \n \n \n\n \n

●

Non-cash change in fair value of warrant liability;

\n \n \n \n \n \n \n\n \n

●

Non-cash change in fair value of contingent consideration;

\n \n \n \n \n \n \n\n \n

●

Project 420 business optimization costs;

\n \n \n \n \n \n \n\n \n

●

Interest expense, net;

\n \n \n \n \n \n \n\n \n

●

Transaction costs, net which includes acquisition related income and expenses, related legal, financial advisor and due diligence cost and expenses and transaction related compensation, which vary significantly by transaction and are excluded to evaluate ongoing operating results;

\n \n \n \n \n \n \n\n \n

●

Restructuring charges;

\n \n \n \n \n \n \n\n \n

●

Litigation costs, net of favorable recoveries and the third party fees associated with defending these claims, including costs related to legacy and non-operational litigation matters, legal settlements and recoveries;

\n \n \n \n \n \n \n\n \n

●

Current and deferred income tax expenses and recoveries, which could be a significant recurring expense or recovery in our business in the future and reduce or increase cash available to us.

\n 41\n

Liquidity and Capital Resources

We actively manage our cash, marketable securities and digital assets in order to internally fund operating needs, make scheduled interest and principal payments on our borrowings, and complete acquisitions. We believe that existing cash, cash equivalents, marketable securities, Bitcoin digital assets and cash generated by operations, together with access to external sources of funds, will be sufficient to meet our domestic and foreign capital needs for the short and long-term outlook.

For the Company’s short-term liquidity requirements, we are focused on generating positive cash flows from operations and being free cash flow positive. Certain of our business segments, such as cannabis, are working capital intensive and have longer cash conversion cycles. In order to mitigate these effects, management continues to optimize our infrastructure, headcount, as well as the elimination of other discretionary operational costs. Additionally, the Company continues to work on improvements to the cash conversion cycles across its businesses and invest our excess cash in short-term marketable securities which are comprised of U.S. treasury bills, high grade corporate bonds and term deposits with major Canadian, European and Australian banks as well as in digital assets.

For the Company’s long-term liquidity requirements, we are focused on funding operations through profitable organic growth and through acquisitions of businesses that are accretive to earnings. We may need to take on additional debt or equity financing arrangements in order to achieve this strategic plan on a long-term basis.

On April 15, 2026, the Company entered into an Open Market Sales Agreement with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (together, the “Agents”) with respect to an at-the-market offering (the “ATM Program”) under which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $180 million from time to time through or to the Agents, acting as sales agents, or directly to the Agents, acting as principals. During the three months ended August 31, 2026, the Company issued 4,645,344 shares under the ATM Program generating gross proceeds of $22.9 million. The Company paid $0.6 million in commissions and other fees associated with these issuances generating net proceeds of $22.3 million. The Company intends to use the net proceeds from the ATM Program to fund strategic and accretive acquisitions or investments in businesses and capital expenditures for acquired businesses, including potential acquisitions of assets in the U.S. and internationally in order to capitalize on expected regulatory advancements or expansion opportunities.

Additionally, we are committed to optimizing our capital structure and enhancing financial flexibility as we intend to continue to opportunistically purchase or exchange equity for the TLRY 27 Notes prior to their underlying maturity date in June 2027, subject to market conditions.

On July 24, 2026, American Beverage Crafts Group, Inc., a wholly owned subsidiary of the Company, entered into the Sixth Amendment to its Credit Agreement with Bank of America, N.A., as administrative agent, and the lenders that are a party thereto. 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. For additional information, see Note 26 (Subsequent events), Part II, Item 5. Other Information and the risk factor titled, “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” in Part II. Item 1A. Risk Factors in this Form 10-Q.

As part of its capital and liquidity management strategy, the Company may, when appropriate, engage with its lenders to amend the terms of its debt arrangements, obtain waivers, or otherwise modify financing terms.

The following table sets forth the major components of our Consolidated Statements of Cash Flows for the periods presented:

	For the three months ended
	August 31,			August 31,
	2026			2025
Net cash provided by (used in) operating activities	$	(16,541	)		$	(1,341	)
Net cash provided by (used in) investing activities		(9,253	)			24,467
Net cash provided by (used in) financing activities		13,967				19,848
Effect on cash of foreign currency translation		828				188
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
Marketable securities		3,047				—
Cash and cash equivalents, restricted cash and marketable securities(1)	$	221,390			$	264,828

Within the Consolidated Statements of Cash Flows, cash and cash equivalents includes $3,383 of restricted cash as of August 31, 2026, and $nil as of August 31, 2025.

\n \n \n \n \n \n \n\n \n

(1)

Cash and cash equivalents, restricted cash and marketable securities are non-GAAP financial measures. See “Use of Non-GAAP Measures” above for additional discussion regarding these non-GAAP measures. The Company combines the Cash and cash equivalents financial statement line item, Restricted cash and the Marketable securities financial statement line item as an aggregate total as reconciled in the liquidity and capital resource section below. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its short-term liquidity position by combining these three GAAP metrics.

\n 42\n

Cash flows from operating activities

Net cash used in operating activities was $16.5 million for three months ended August 31, 2026, compared to $1.3 million for the prior year period. Excluding the impact of changes in working capital, cash used in operations was $8.9 million compared to cash generated of $8.4 million in the prior year period, as the current period was negatively impacted by the integration of the Global BrewDog Acquisitions and continued restructuring within the legacy beverage business. Notably, the acquisition-related working capital impacts from the Global BrewDog Acquisitions recognized in the fourth quarter of fiscal 2026 did not recur, and BrewDog did not require cash funding during the quarter.

Cash used in working capital was $7.7 million for three months ended August 31, 2026, compared to $9.8 million in the prior year period. The significant components of the current fiscal quarter working capital change were as follows:

\n \n \n \n \n \n \n\n \n

Accounts receivable. Accounts receivable increased by $1.3 million as higher receivables relative to sales in certain segments were offset by lower receivables in others.

\n \n \n \n \n \n \n\n \n

Prepaids and other current assets. Prepaid expenses and other current assets decreased by $1.0 million, primarily due to the collection of BrewDog related receivables for customer payments held during the administration process, partially offset by annual insurance and corporate prepaid renewals.

\n \n \n \n \n \n \n\n \n

Inventory. Inventory increased by $27.8 million, and was anticipated as we scale for growth and was primarily due to increases of $11.7 million in distribution inventory, $9.6 million in cannabis inventory from higher production levels in Quebec and Portugal, and $7.5 million in beverage inventory, including $3.2 million attributable to BrewDog and $4.3 million related to the legacy beverage business. These increases were partially offset by a $1.0 million decrease in wellness inventory.

\n \n \n \n \n \n \n\n \n

Accounts Payable. Accounts payable increased by $20.4 million, partially offsetting the use of cash from other working capital items. The increase was primarily attributable to higher BrewDog trade payables due to improved supplier credit terms and the timing of payments and sales tax remittances.

Cash flows from investing activities

The change in net cash used in investing activities was $9.3 million for three months ended August 31, 2026, compared to cash generated of $24.5 million for the prior year period, and was primarily a result of the change in investments in marketable securities in the current periods.

Cash flows from financing activities

The change in cash provided by financing activities was $14.0 million for three months ended August 31, 2026, compared to $19.8 million for the prior year period primarily due to variability in funds related to repayments of long-term debt as well as lease liabilities.

Contingencies

In addition to the ongoing litigation matters described in the Part II, Item 1 - Legal Proceedings, the Company is and may be a defendant in lawsuits from time to time in the ordinary course of business. While the outcomes of litigation matters and claims made against the Company cannot be predicted with absolute certainty, the Company believes that it has sufficiently reserved for those matters where losses were probable and had a reasonable ability to estimate. Additionally, the Company believes the probable final outcome of such matters, after the application of reserves and insurance proceeds, will not have a material adverse effect on the Company’s consolidated results of operations, financial position, cash flows or liquidity.

Critical Accounting Estimates

Our Financial Statements are prepared in accordance with U.S. GAAP. The accounting principles we use require us to make estimates and assumptions that may impact the reported amounts of assets and liabilities as of the date of the Financial Statements and amounts of income and expenses during the reporting periods presented. We believe in the quality and reasonableness of our critical accounting policies, however, materially different amounts may be reported under different conditions or using assumptions different from those that we have applied. The accounting estimates that have been identified as critical to our business operations and to understanding the results of our operations pertain to revenue recognition, valuation of inventory, valuation of long-lived assets, goodwill and intangible assets, stock-based compensation and valuation allowances for deferred tax assets. The application of each of these critical accounting policies and estimates is discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in, our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in “Part I, Item 1. Note 1 – Basis of presentation and summary of significant accounting policies” to our Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q.

\n 43\n

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

During the three months ended August 31, 2026, there have been no material changes in market risk from those addressed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026. See the information set forth in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under Securities and Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, and summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures. Controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. Our management team, including the CEO and CFO, supervised and participated in reviewing how effective our disclosure controls and procedures were as of the end of this quarterly reporting period.

Following this evaluation, the CEO and CFO have determined that, as of August 31, 2026, our disclosure controls and procedures (a) are effective in ensuring timely recording, processing, summarization, and reporting of information required under the Exchange Act, and (b) incorporate controls and procedures designed to provide reasonable assurance that such information is collected and communicated to management, including the CEO and CFO, as necessary to permit timely decisions regarding required disclosures.

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). As a result of these acquisitions, each of the acquired entities became wholly-owned subsidiaries of Tilray. In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Our management, with the participation of our CEO and CFO, has excluded these acquisitions from its assessment of internal control over financial reporting as of August 31, 2026. The operations of the BrewDog UK I, BrewDog AUS, BrewDog US, BrewDog UK II, Lyphe and HelloMD represent approximately 11.2%, 1.0%, 1.5%, 0.1%, 0.2%, 0.03% of our total assets and 14.6%, 0.9%, 1.9%, 0.4%, 0.3%, 0.03% of our net revenues as of and for the fiscal quarter ended August 31, 2026, respectively.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As mentioned above, the Company completed several acquisitions and is in the process of reviewing the internal control structure of those brands and their associated businesses and, if necessary, will make appropriate changes as it integrates them into the Company’s overall internal control over financial reporting process.

\n 44\n

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our Financial Statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. In circumstances where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome of legal proceedings carry an inherent degree of uncertainty, our management believes that it has established appropriate legal reserves based on the information currently available and available insurance coverage. Any incremental liabilities arising from pending legal proceedings are not expected to have a material adverse effect on our consolidated financial position, consolidated results of operations, or consolidated cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to our consolidated financial position, consolidated results of operations, or consolidated cash flows.

“Part I, Item 3. Legal Proceedings” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 includes a discussion of our legal proceedings. There have been no material changes from the legal proceedings described in our Form 10-K, as disclosed and incorporated herein by reference to Note 18 (Commitments and contingencies) to the Financial Statements included in Part I, Item 1 of this Form 10-Q.

\n 45\n

Item 1A. Risk Factors.

“Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 includes a discussion of our known material risk factors, other than risks that could apply to any issuer or offering. A summary of our risk factors is included below. Except for the below risk factors, there have been no material changes from the risk factors described in our Form 10-K.

\n \n \n \n \n \n \n\n \n

●

We may not realize anticipated benefits from acquisitions, including our craft beverage and BrewDog-related transactions, and may face integration challenges and operational disruption.

\n \n \n \n \n \n \n\n \n

●

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.

\n \n \n \n \n \n \n\n \n

●

Our business is highly dependent on maintaining regulatory approvals, licenses and permits across multiple jurisdictions, and changes in cannabis, hemp or other applicable laws—including in the United States—could materially adversely affect our operations and strategy.

\n \n \n \n \n \n \n\n \n

●

Evolving international regulations, including import/export restrictions and delays, may limit our ability to expand and operate globally.

\n \n \n \n \n \n \n\n \n

●

We face significant competition across our cannabis and beverage businesses, including from illicit market participants and large, well-capitalized competitors.

\n \n \n \n \n \n \n\n \n

●

Our beverage business is subject to changing consumer preferences, reliance on third-party distributors, and strong competitive pressures that could reduce sales and margins.

\n \n \n \n \n \n \n\n \n

●

Our operations depend on key facilities, supply chains and agricultural production, which are subject to risks such as natural disasters, crop failure, supply disruption, and increases in input costs.

\n \n \n \n \n \n \n\n \n

●

Our products may be subject to recalls, contamination, product liability claims, or adverse health effects, and negative publicity may harm consumer demand and our reputation.

\n \n \n \n \n \n \n\n \n

●

We are subject to litigation, regulatory enforcement, and health, safety and environmental laws that could result in significant costs, liabilities and operational restrictions.

\n \n \n \n \n \n \n\n \n

●

Cybersecurity incidents, information technology failures, or data privacy breaches could disrupt operations, result in financial losses, and expose us to liability.

\n \n \n \n \n \n \n\n \n

●

United States regulations relating to hemp-derived CBD products, Delta-9 products, and medical cannabis products are new and rapidly evolving, and changes may not develop in the timeframe or manner most favorable to our business objectives.

\n \n \n \n \n \n \n\n \n

●

Our success depends on our ability to attract and retain key personnel, manage labor costs, and avoid workforce disruptions.

\n \n \n \n \n \n \n\n \n

●

We have a history of net losses and may not achieve or maintain profitability; Our existing and future debt agreements may contain covenant restrictions that limit our ability to operate our business and pursue beneficial transactions.

\n \n \n \n \n \n \n\n \n

●

Macroeconomic conditions, inflation, tariffs, foreign exchange fluctuations, and geopolitical instability may adversely affect our business, results of operations and financial condition.

\n \n \n \n \n \n \n\n \n

●

We face risks related to internal controls, tax and accounting matters, and may incur impairments of goodwill and other assets.

\n \n \n \n \n \n \n\n \n

●

The market price of our common stock is highly volatile, and our capital structure, including convertible securities and future equity issuances, may result in dilution or limit our strategic flexibility.

\n \n \n \n \n \n \n\n \n

●

Additional risks include limitations on protecting our intellectual property, reliance on insurance and self-insurance, costs of being a public company, governance provisions that may limit change-of-control transactions, and emerging risks such as our cryptocurrency strategy.

Our access to borrowings under 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.

Our credit facility requires us to comply with certain financial covenants. In October 2026, we entered into the Seventh Amendment, which provides that the financial covenants under the credit facility will not be tested for the fiscal quarter ended August 31, 2026, and revises certain financial covenants for subsequent periods, including the maximum consolidated leverage ratio, the minimum consolidated EBITDA and the minimum liquidity requirements. The Seventh Amendment also limits our borrowing availability under the revolving credit facility until the covenant tests are once again tested. The Seventh Amendment does not assure our compliance with the financial covenants or other obligations under the credit facility in future periods. Our ability to comply with these requirements will depend on our operating performance, cash flows, access to capital and other factors. If we fail to comply with applicable financial covenants or other obligations in a future period and are unable to obtain a waiver or amendment, the lenders may have the right, subject to the terms of the credit facility, to terminate their commitments, declare outstanding indebtedness immediately due and payable, charge default interest and exercise remedies against collateral securing the indebtedness.

Any future noncompliance could require us to repay outstanding borrowings or seek additional waivers or amendments, which may not be available on acceptable terms or at all. Any resulting repayment of indebtedness could reduce our available liquidity and adversely affect our ability to fund our operations, investments and other strategic initiatives. The exercise of remedies or acceleration of indebtedness could materially adversely affect our liquidity and financial condition and could restrict our ability to invest in our business, incur additional indebtedness, make acquisitions or pursue other strategic opportunities.

\n 46\n

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Equity Securities

There were no unregistered sales of equity during the during the fiscal period covered by this report, except as otherwise previously reported.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On October 7, 2026, American Beverage Crafts Group, Inc., a wholly-owned subsidiary of the Company, entered into a Seventh Amendment to Credit Agreement (the “Seventh Amendment”) with Bank of America, N.A., as administrative agent, and the lenders party thereto. 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, adds a “Covenant Compliance Start Date” and revises certain of the financial covenants for subsequent periods, including the maximum Consolidated Leverage Ratio, the minimum Consolidated EBITDA and the minimum liquidity requirements. The Seventh Amendment also amends the Availability Period and limits availability under the revolving credit facility. The foregoing description is qualified in its entirety by reference to the full text of the Seventh Amendment, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Rule 10b5-1 Trading Plans

None of our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal period covered by this report.

\n 47\n

Item 6. Exhibits.

Exhibit Number		Description

3.1		Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of the Company, filed on November 26, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 26, 2025).

10.1		Sixth Amendment to Credit Agreement, dated as of July 24, 2026 (incorporated by reference to Exhibit 10.29 to the Annual Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 28, 2026).

10.2*		Seventh Amendment, dated as of October 7, 2026, to the Credit Agreement (dated as of June 30, 2023) by and among American Beverage Crafts Group, Inc., certain subsidiaries and affiliates of American Beverage Crafts Group, Bank of America, N.A., City National Bank, the lenders party thereto and BofA Securities, Inc.

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

\n 48\n

\n \n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n

Exhibit Number		Description

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		The following Financial Statements from the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 2026, formatted in Inline XBRL: (i) Consolidated Statements of Financial Position, (ii) Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Condensed Interim Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

\n 49\n

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n \n

	Tilray Brands, Inc.

Date: October 8, 2026	By:	/s/ Irwin D. Simon
		Irwin D. Simon
		Chairman and Chief Executive Officer

Date: October 8, 2026	By:	/s/ Carl Merton
		Carl Merton
		Chief Financial Officer

\n 50\n

","original","zhKind","translation","complete",false,"TLRY","公司与财报","宏观与美联储","行业与主题","政策与监管","观点与解读","其他","aihot","/items/ctajhl5rxt7h8s15deeh2cg8m","https://www.sec.gov/Archives/edgar/data/1731348/000143774926032382/0001437749-26-032382-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1791763200&sig=95a77c187c5dca32","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1791763200&sig=3a0fa885471986b2 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1791763200&sig=31c65723824c6538 96w","changelogVersion","2026-10-01T08:00"]