Tilray Brands, Inc.NASDAQ: TLRY

Tilray Brands Delivers Record Q2 Fiscal 2026 Net Revenue of $218 Million, Moves to Net Cash Position and Reaffirms Full-Year Adjusted EBITDA Guidance

· Issued by Tilray Brands, Inc. via GlobeNewswire

International Medical Cannabis Revenue Increases 36%; Canadian Adult-Use Cannabis Revenue Grows 6%

Tilray Pharma Achieves Record Quarterly Revenue

U.S. Federal Cannabis Rescheduling Expected to Unlock New Market Opportunity for Tilray Medical Expansion into the U.S.

Strong Financial Position with $292 Million in Cash and Marketable Securities1 and ~$30 Million Net Cash

NEW YORK and LONDON and LEAMINGTON, Ontario, Jan. 08, 2026 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the cannabis, beverage, and wellness industries, today reported financial results for its second fiscal quarter ended November 30, 2025. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Irwin D. Simon, Chairman and Chief Executive Officer, commented, "We achieved another record quarter with net revenue reaching $218 million, a result of disciplined execution within our diversified portfolio spanning cannabis, beverage, wellness and distribution sectors. Our business model supports scalability, adaptability in challenging markets, and long-term value creation, as demonstrated by our ability to perform while reinforcing our core operations. The quarter concluded with a strong balance sheet and ample liquidity, highlighting our prudent financial management and affording us flexibility for selective investment in strategic growth initiatives. As we continue expanding our operations and pursuing our priorities, we remain committed to achieving sustainable profitability and enhancing long-term shareholder value."

Mr. Simon, continued, “We believe federal rescheduling would mark an important advancement for medical cannabis in the United States, paving the way for more research, wider physician involvement, and better patient access. Tilray has invested for years in developing the infrastructure, expertise, and discipline needed to operate successfully in tightly regulated medical markets worldwide. As the U.S. regulatory landscape progresses, Tilray is prepared to leverage its experience to play a key role in building a responsible, research-oriented national medical cannabis industry. With a dedicated team and platform already in place with Tilray Medical U.S., we intend to leverage the infrastructure, expertise and know-how developed in conjunction with Tilray Medical’s expected $150 million global medical cannabis business and our $300 million Tilray Pharma medical distribution platform in order to rollout our repeatable medical model and expand upon our current research, as well as initiating new FDA trials and partnerships for product development.”

_________________________
1 Cash and marketable securities and net (debt) cash are non-GAAP financial measures. See “Use of Non-GAAP Measures” below for additional discussion regarding these non-GAAP measures and for a reconciliation of this Non-GAAP Measure to our most comparable GAAP measure. 

Financial Highlights
All comparisons made to the prior year period

  • Net revenue increased 3% to $217.5 million in the second quarter compared to $211.0 million.

  • Gross profit was $57.5 million in the second quarter compared to $61.2 million.

  • Gross margin was 26% in the second quarter compared to 29%.

  • Cannabis net revenue increased 3% to $67.5 million in the second quarter compared to $65.7 million as a result of a 36% increase in international cannabis and a 6% increase in Canadian adult-use cannabis, offset by a lower presence in Canadian wholesale cannabis in anticipation of deployment in international markets.

    • Cannabis gross profit increased to $26.1 million in the second quarter compared to $23.2 million.

    • Cannabis gross margin increased to 39% in the second quarter compared to 35%.

  • Beverage net revenue was $50.1 million in the second quarter compared to $63.1 million.

    • Beverage gross profit was $15.7 million in the second quarter compared to $25.2 million.

    • Beverage gross margin was 31% in the second quarter compared to 40%.

  • Wellness net revenue was $14.6 million in the second quarter and was flat.

    • Wellness gross profit increased to $4.6 million in the second quarter compared to $4.5 million.

    • Wellness gross margin increased to 32% in the second quarter compared to 31%.

  • Distribution net revenue, which includes Tilray Pharma, grew to our highest revenue quarter ever to $85.3 million in the second quarter compared to $67.6 million.

    • Distribution gross profit increased to $11.0 million in the second quarter compared to $8.4 million.

    • Distribution gross margin increased to 13% in the second quarter compared to 12%.

  • Net loss improved $41.8 million to $(43.5) million in the second quarter compared to a net loss of $(85.3) million and net loss per share improved to $(0.41) in the second quarter from $(0.99).

  • Adjusted net loss2 and adjusted net loss per share2 improved to $(2.0) million and $(0.02) in the second quarter compared to adjusted net loss of $(2.2) million and $(0.03). Excluding non-cash income tax charges, adjusted net income and adjusted net income per share would be $1.6 million and $0.01.

  • Adjusted EBITDA3 was $8.4 million in the second quarter compared to $9.0 million.

Cash Flow: Cash used in operations improved $32.2 million to $(8.5) million from $(40.7) million.

Balance Sheet Update: In the second quarter, we grew our cash and marketable securities balance to $291.6 million providing flexibility for strategic opportunities. Additionally, we reduced our total outstanding debt by $4.2 million, further strengthening the balance sheet.

Net (Debt) Cash Position: Our Q1 net debt position of $3.8 million improved $31.2 million sequentially to an overall net cash position of $27.4 million.4

Adjusted EBITDA Outlook for Fiscal 2026 Reaffirmed at $62 Million – $72 Million

Live Audio Webcast

Tilray Brands will host a webcast to discuss these results today at 4:30 p.m. Eastern Time. Investors may join the live webcast available on the Events & Presentations section of Tilray’s Investor Relations website. A replay will be available and archived on the Company’s website.

_________________________
2 Adjusted net loss and adjusted net loss per share are non-GAAP financial measures. See “Use of Non-GAAP Measures” below for additional discussion regarding these non-GAAP measures and for a reconciliation of such Non-GAAP Measures to our most comparable GAAP measure.
3 Adjusted EBITDA is a non-GAAP financial measure. See “Use of Non-GAAP Measures” below for a discussion of these Non-GAAP measures and for a reconciliation of this Non-GAAP Measure to our most comparable GAAP measure.
4 Net (debt) cash are non-GAAP financial measures. See “Use of Non-GAAP Measures” below for a discussion of these Non-GAAP measures and for a reconciliation of this Non-GAAP Measure to our most comparable GAAP measure.

About Tilray Brands

Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY; TSX: TLRY), is a leading global lifestyle and consumer packaged goods company 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 create memorable experiences. Tilray’s unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and craft beverages.

For more information on how we are elevating lives through moments of connection, visit Tilray.com and follow @Tilray on all social platforms.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “position,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication.

Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the Company’s ability to become a leading lifestyle consumer packaged goods company; the Company’s ability to become a leading beverage alcohol Company; the Company’s ability to achieve long term profitability; the Company’s ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular business lines and markets; the Company’s ability to successfully achieve revenue growth, margin and profitability improvements, production and supply chain efficiencies, synergies and cost savings; the Company’s ability to achieve fiscal year 2026 financial guidance, including expected Adjusted EBITDA of $62 to $72 million and synergy optimizations; the Company’s expected revenue growth, sales volume, profitability, synergies and accretion related to any of its acquisitions; expected opportunities in the U.S., including upon U.S. federal cannabis legalization or rescheduling and the Company’s ability to leverage its platform in connection therewith; the Company’s ability to successfully leverage artificial intelligence strategies; the Company’s anticipated investments and acquisitions, including in organic and strategic growth, partnership efforts, product offerings and other initiatives; and the Company’s ability to commercialize new and innovative products.

Many factors could cause actual results, performance or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and other factors, see the most recently filed annual information form of the Company and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of the Company made with the SEC and available on EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

Use of Non-U.S. GAAP Financial Measures

This press release and the accompanying tables include non-GAAP financial measures, including Adjusted gross margin (consolidated and for each of our reporting segments), Adjusted gross profit (consolidated and for each of our reporting segments), Adjusted EBITDA, Adjusted cash operating income (loss), Adjusted net income (loss), Adjusted net income (loss) per share, free cash flow, adjusted free cash flow, constant currency presentations of revenue, cash and marketable securities, and net (debt) cash. Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company's operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures, nor should adjusted net income (loss) per share be used as a measure of liquidity. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the Company's Consolidated Statements of Operations and Cash Flows presented in accordance with GAAP.

Certain forward-looking non-GAAP financial measures included in this press release are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs, impairments of intangible assets and goodwill, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company's GAAP financial results.

The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company's consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. 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 rates 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. A reconciliation of prior year revenue to constant currency revenue the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Adjusted EBITDA is calculated as net income (loss) before income tax expense (recovery), net; interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; project 420 optimization costs; litigation costs; restructuring costs, and transaction (income) costs, net. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release.

Adjusted cash operating income (loss) is calculated as operating loss, less; amortization; stock-based compensation; and change in fair value of contingent consideration. A reconciliation of adjusted cash operating income (loss) to operating loss, the most directly comparable GAAP measure, has been included below in this press release. Adjusted cash operating income (loss) is not calculated in accordance with GAAP and should not be considered an alternative for GAAP operating income or as a measure of liquidity.

Adjusted net income (loss) is calculated as net loss attributable to stockholders of Tilray Brands, Inc., less; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; project 420 optimization costs; litigation costs; restructuring costs and transaction (income) costs, net. A reconciliation of Adjusted net income (loss) to net loss attributable to stockholders of Tilray Brands, Inc., the most directly comparable GAAP measure, has been included below in this press release.

Adjusted net income (loss) per share is calculated as net loss attributable to stockholders of Tilray Brands, Inc., net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; project 420 optimization costs; litigation costs; restructuring costs and transaction (income) costs, divided by weighted average number of common shares outstanding. A reconciliation of Adjusted net income (loss) per share to net loss attributable to stockholders of Tilray Brands, Inc., the most directly comparable GAAP measure, has been included below in this press release. Adjusted net income (loss) per share is not calculated in accordance with GAAP and should not be considered an alternative for GAAP net income (loss) per share or as a measure of liquidity.

Adjusted gross profit (consolidated and for each of our reporting segments), is calculated as gross profit adjusted to exclude the impact of purchase price accounting valuation step-up. A reconciliation of Adjusted gross profit, excluding purchase price accounting valuation step-up, to gross profit, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release. Adjusted gross margin (consolidated and for each of our reporting segments), excluding purchase price accounting valuation step-up, is calculated as revenue less cost of sales adjusted to add back amortization of inventory step-up, divided by revenue. A reconciliation of Adjusted gross margin, excluding purchase price accounting valuation step-up, to gross margin, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Free cash flow is comprised of two GAAP measures which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets, net. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release. Adjusted free cash flow is comprised of two GAAP measures which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets, net, and the exclusion of growth CAPEX from investments in capital and intangible assets, net, which excludes the amount of capital expenditures that are considered to be associated with growth of future operations rather than to maintain the existing operations of the Company, and excludes cash paid for litigation settlements. A reconciliation of net cash flow provided by (used in) operating activities to adjusted free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this press release.

Cash and marketable securities are comprised of two GAAP measures, cash and cash equivalents added to marketable securities. 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 combing these two GAAP metrics.

Net (debt) cash is comprised of GAAP measures and reduces bank indebtedness, current and non-current portions of long-term debt, the principal balance of convertible debt by cash and cash equivalents and marketable securities. The company believes this metric provides useful information to management, analysts, and investors regarding its liquidity and the Company’s ability to repay all of its debt.

Contacts:
Investor Relations
investors@tilray.com
Pro-TLRY@prosek.com

Media
news@tilray.com

Consolidated Statements of Financial Position

November 30,

May 31,

(in thousands of US dollars)

2025

2025

Assets

Current assets

Cash and cash equivalents

$

246,703

$

221,666

Marketable securities

44,848

34,697

Accounts receivable, net

109,071

121,489

Inventory

283,198

270,882

Prepaids and other current assets

41,497

34,092

Assets held for sale

4,000

5,800

Total current assets

729,317

688,626

Capital assets

550,101

568,433

Operating lease, right-of-use assets

19,802

22,279

Digital assets

828

—

Intangible assets

21,735

21,423

Goodwill

752,350

752,350

Long-term investments

13,393

10,132

Other assets

11,073

11,084

Total assets

$

2,098,599

$

2,074,327

Liabilities

Current liabilities

Bank indebtedness

$

8,567

$

7,181

Accounts payable and accrued liabilities

226,422

235,322

Contingent consideration

—

15,000

Warrant liability

—

1,092

Current portion of lease liabilities

7,437

6,941

Current portion of long-term debt

16,889

14,767

Total current liabilities

259,315

280,303

Long - term liabilities

Lease liabilities

61,742

64,925

Long-term debt

138,739

148,493

Convertible debentures payable

86,255

86,428

Deferred tax liabilities, net

5,622

3,748

Other liabilities

417

855

Total liabilities

552,090

584,752

Stockholders' equity

Common stock ($0.0001 par value; 1,416,000,000 common shares authorized; 116,522,600 and 106,067,875 common shares issued and outstanding, respectively)1

116

106

Treasury Stock (321,391 and 200,422 treasury shares issued and outstanding, respectively)1

—

—

Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively)

—

—

Additional paid-in capital

6,511,483

6,401,657

Accumulated other comprehensive loss

(39,293

)

(43,063

)

Accumulated deficit

(4,892,479

)

(4,847,226

)

Total Tilray Brands, Inc. stockholders' equity

1,579,827

1,511,474

Non-controlling interests

(33,318

)

(21,899

)

Total stockholders' equity

1,546,509

1,489,575

Total liabilities and stockholders' equity

$

2,098,599

$

2,074,327

1Current and prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split (as defined in the November 30, 2025, Form 10-Q), which became effective on December 2, 2025.

Condensed Consolidated Statements of Net Loss and Comprehensive Loss

For the three months ended

For the six months ended

November 30,

November 30,

Change

% Change

November 30,

November 30,

Change

% Change

(in thousands of U.S. dollars, except for per share data)

2025

2024

2025 vs. 2024

2025

2024

2025 vs. 2024

Net revenue

$

217,507

$

210,950

$

6,557

3

%

$

427,008

$

410,994

$

16,014

4

%

Cost of goods sold

160,010

149,730

10,280

7

%

312,042

290,068

21,974

8

%

Gross profit

57,497

61,220

(3,723

)

(6

)%

114,966

120,926

(5,960

)

(5

)%

Operating expenses:

General and administrative

51,175

45,997

5,178

11

%

92,228

90,110

2,118

2

%

Selling

11,781

16,162

(4,381

)

(27

)%

24,704

27,852

(3,148

)

(11

)%

Amortization

4,358

22,927

(18,569

)

(81

)%

8,287

44,731

(36,444

)

(81

)%

Marketing and promotion

9,981

9,720

261

3

%

20,136

21,286

(1,150

)

(5

)%

Research and development

78

60

18

30

%

119

165

(46

)

(28

)%

Change in fair value of contingent consideration

—

—

—

NM

(15,000

)

—

(15,000

)

NM

Litigation costs, net of recoveries

869

901

(32

)

(4

)%

1,876

2,496

(620

)

(25

)%

Restructuring costs

965

6,869

(5,904

)

(86

)%

1,834

11,116

(9,282

)

(84

)%

Transaction costs (income), net

569

802

(233

)

(29

)%

969

1,958

(989

)

(51

)%

Total operating expenses

79,776

103,438

(23,662

)

(23

)%

135,153

199,714

(64,561

)

(32

)%

Operating loss

(22,279

)

(42,218

)

19,939

(47

)%

(20,187

)

(78,788

)

58,601

(74

)%

Interest expense, net

(5,374

)

(7,766

)

2,392

(31

)%

(12,070

)

(17,608

)

5,538

(31

)%

Non-operating income (expense), net

(12,310

)

(33,255

)

20,945

(63

)%

(8,478

)

(20,609

)

12,131

(59

)%

Loss before income taxes

(39,963

)

(83,239

)

43,276

(52

)%

(40,735

)

(117,005

)

76,270

(65

)%

Income tax expense (recovery), net

3,546

2,036

1,510

74

%

1,261

2,922

(1,661

)

(57

)%

Net loss

$

(43,509

)

$

(85,275

)

$

41,766

(49

)%

$

(41,996

)

$

(119,927

)

$

77,931

(65

)%

Total net income (loss) attributable to:

Stockholders of Tilray Brands, Inc.

(44,931

)

(85,342

)

40,411

(47

)%

(45,253

)

(124,507

)

79,254

(64

)%

Non-controlling interests

1,422

67

1,355

2,022

%

3,257

4,580

(1,323

)

(29

)%

Other comprehensive gain (loss), net of tax

Foreign currency translation gain (loss)

4,464

(8,966

)

13,430

(150

)%

4,276

(4,806

)

9,082

(189

)%

Comprehensive loss

$

(39,045

)

$

(94,241

)

$

55,196

(59

)%

$

(37,720

)

$

(124,733

)

$

87,013

(70

)%

Total comprehensive income (loss) attributable to:

Stockholders of Tilray Brands, Inc.

(40,994

)

(93,422

)

52,428

(56

)%

(41,483

)

(128,965

)

87,482

(68

)%

Non-controlling interests

1,949

(819

)

2,768

(338

)%

3,763

4,232

(469

)

(11

)%

Weighted average number of common shares - basic1

110,343,368

86,497,456

23,845,912

28

%

108,173,486

83,740,894

24,432,592

29

%

Weighted average number of common shares - diluted1

110,343,368

86,497,456

23,845,912

28

%

108,173,486

83,740,894

24,432,592

29

%

Net loss per share - basic1

$

(0.41

)

$

(0.99

)

$

0.58

(59

)%

$

(0.42

)

$

(1.49

)

$

1.07

(72

)%

Net loss per share - diluted1

$

(0.41

)

$

(0.99

)

$

0.58

(59

)%

$

(0.42

)

$

(1.49

)

$

1.07

(72

)%

1Current and prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split (as defined in the November 30, 2025, Form 10-Q), which became effective on December 2, 2025.

Condensed Consolidated Statements of Cash Flows

For the six months ended

November 30,

November 30,

Change

% Change

(in thousands of US dollars)

2025

2024

2025 vs. 2024

Cash provided by (used in) operating activities:

Net loss

$

(41,996

)

$

(119,927

)

$

77,931

(65

)%

Adjustments for:

Deferred income tax (recovery) expense, net

1,261

1,529

(268

)

(18

)%

Unrealized foreign exchange gain

4,899

9,627

(4,728

)

(49

)%

Amortization

31,519

65,864

(34,345

)

(52

)%

Accretion of convertible debt discount

3,964

5,985

(2,021

)

(34

)%

Unrealized loss on digital assets

172

—

172

NM

Other non-cash items

1,767

3,281

(1,514

)

(46

)%

Stock-based compensation

17,335

14,154

3,181

22

%

Gain on long-term investments

306

66

240

364

%

Loss (gain) on derivative instruments

3,495

(1,558

)

5,053

(324

)%

Change in fair value of contingent consideration

(15,000

)

—

(15,000

)

NM

Change in non-cash working capital:

Accounts receivable

12,418

(9,051

)

21,469

(237

)%

Prepaids and other current assets

(7,394

)

(13,046

)

5,652

(43

)%

Inventory

(12,316

)

(8,127

)

(4,189

)

52

%

Accounts payable and accrued liabilities

(10,308

)

(24,828

)

14,520

(58

)%

Net cash used in operating activities

(9,878

)

(76,031

)

66,153

(87

)%

Cash provided by (used in) investing activities:

Investment in capital and intangible assets

(19,219

)

(12,172

)

(7,047

)

58

%

Proceeds from disposal of capital and intangible assets

427

631

(204

)

(32

)%

Investment in digital assets

(1,000

)

—

(1,000

)

NM

Purchase of marketable securities, net

(10,151

)

(30,369

)

20,218

(67

)%

Investment in long-term investments

(3,595

)

—

(3,595

)

NM

Business acquisitions, net of cash acquired

—

(18,210

)

18,210

(100

)%

Net cash used in investing activities

(33,538

)

(60,120

)

26,582

(44

)%

Cash provided by (used in) financing activities:

Share capital issued, net of cash issuance costs

73,058

111,517

(38,459

)

(34

)%

Proceeds from warrants exercised

2,367

—

2,367

NM

Repayment of long-term debt

(6,872

)

(10,388

)

3,516

(34

)%

Repayment of convertible debt

—

(330

)

330

(100

)%

Repayment of lease liabilities

(1,991

)

(1,724

)

(267

)

15

%

Net decrease in bank indebtedness

1,386

(282

)

1,668

(591

)%

Net cash provided by financing activities

67,948

98,793

(30,845

)

(31

)%

Effect of foreign exchange on cash and cash equivalents

505

(1,284

)

1,789

(139

)%

Net increase (decrease) in cash and cash equivalents

25,037

(38,642

)

63,679

(165

)%

Cash and cash equivalents, beginning of period

221,666

228,340

(6,674

)

(3

)%

Cash and cash equivalents, end of period

$

246,703

$

189,698

$

57,005

30

%

Net Revenue by Operating Segment

For the three months ended

For the three months ended

For the six months ended

For the six months ended

(In thousands of U.S. dollars)

November 30, 2025

% of Total Revenue

November 30, 2024

% of Total Revenue

November 30, 2025

% of Total Revenue

November 30, 2024

% of Total Revenue

Beverage business

$

50,083

23

%

$

63,081

30

%

$

105,822

25

%

$

119,053

29

%

Cannabis business

67,532

31

%

65,652

31

%

132,043

31

%

126,901

31

%

Distribution business

85,316

39

%

67,611

32

%

159,323

37

%

135,682

33

%

Wellness business

14,576

7

%

14,606

7

%

29,820

7

%

29,358

7

%

Total net revenue

$

217,507

100

%

$

210,950

100

%

$

427,008

100

%

$

410,994

100

%

Net Revenue by Operating Segment in Constant Currency

For the three months ended

For the three months ended

For the six months ended

For the six months ended

November 30, 2025

November 30, 2024

November 30, 2025

November 30, 2024

(In thousands of U.S. dollars)

as reported in constant currency

% of Total Revenue

as reported in constant currency

% of Total Revenue

as reported in constant currency

% of Total Revenue

as reported in constant currency

% of Total Revenue

Beverage business

$

50,083

23

%

$

63,081

30

%

$

105,822

25

%

$

119,053

29

%

Cannabis business

67,486

32

%

65,652

31

%

131,535

32

%

126,901

31

%

Distribution business

79,961

38

%

67,611

32

%

149,667

36

%

135,682

33

%

Wellness business

14,734

7

%

14,606

7

%

30,015

7

%

29,358

7

%

Total net revenue

$

212,264

100

%

$

210,950

100

%

$

417,039

100

%

$

410,994

100

%

Net Cannabis Revenue by Market Channel

For the three months ended

For the three months ended

For the six months ended

For the six months ended

(In thousands of U.S. dollars)

November 30, 2025

% of Total Revenue

November 30, 2024

% of Total Revenue

November 30, 2025

% of Total Revenue

November 30, 2024

% of Total Revenue

Revenue from Canadian medical cannabis

$

6,234

9

%

$

6,673

10

%

$

12,380

9

%

$

12,934

10

%

Revenue from Canadian adult-use cannabis

62,448

92

%

59,077

90

%

126,515

96

%

116,312

92

%

Revenue from wholesale cannabis

1,346

2

%

6,593

10

%

5,501

4

%

12,100

10

%

Revenue from international cannabis

20,180

30

%

14,865

23

%

33,547

26

%

27,056

21

%

Less excise taxes

(22,676

)

(33

)%

(21,556

)

(33

)%

(45,900

)

(35

)%

(41,501

)

(33

)%

Total

$

67,532

100

%

$

65,652

100

%

$

132,043

100

%

$

126,901

100

%

Net Cannabis Revenue by Market Channel in Constant Currency

For the three months ended

For the three months ended

For the six months ended

For the six months ended

November 30, 2025

November 30, 2024

November 30, 2025

November 30, 2024

(In thousands of U.S. dollars)

as reported in constant currency

% of Total Revenue

as reported in constant currency

% of Total Revenue

as reported in constant currency

% of Total Revenue

as reported in constant currency

% of Total Revenue

Revenue from Canadian medical cannabis

$

6,380

9

%

$

6,673

10

%

$

12,554

10

%

$

12,934

10

%

Revenue from Canadian adult-use cannabis

63,877

95

%

59,077

90

%

128,236

97

%

116,312

92

%

Revenue from wholesale cannabis

1,373

2

%

6,593

10

%

5,546

4

%

12,100

10

%

Revenue from international cannabis

19,053

28

%

14,865

23

%

31,727

24

%

27,056

21

%

Less excise taxes

(23,197

)

(34

)%

(21,556

)

(33

)%

(46,528

)

(35

)%

(41,501

)

(33

)%

Total

$

67,486

100

%

$

65,652

100

%

$

131,535

100

%

$

126,901

100

%

Other Financial Information: Key Operating Metrics

For the three months ended

For the six months ended

November 30,

November 30,

November 30,

November 30,

(in thousands of U.S. dollars)

2025

2024

2025

2024

Net beverage revenue

$

50,083

$

63,081

$

105,822

$

119,053

Net cannabis revenue

67,532

65,652

132,043

126,901

Distribution revenue

85,316

67,611

159,323

135,682

Wellness revenue

14,576

14,606

29,820

29,358

Beverage costs

34,351

37,925

68,764

70,975

Cannabis costs

41,398

42,475

82,639

79,529

Distribution costs

74,334

59,207

140,342

119,345

Wellness costs

9,927

10,123

20,297

20,219

Adjusted gross profit (excluding PPA step-up)

57,497

62,596

114,966

122,477

Beverage adjusted gross margin (excluding PPA step-up)

31

%

42

%

35

%

42

%

Cannabis adjusted gross margin (excluding PPA step-up)

39

%

35

%

37

%

37

%

Distribution gross margin

13

%

12

%

12

%

12

%

Wellness gross margin

32

%

31

%

32

%

31

%

Adjusted EBITDA

$

8,365

$

9,017

$

18,546

$

18,351

Cash and marketable securities as at the period ended:

291,551

252,249

291,551

252,249

Working capital as at the period ended:

$

470,002

$

428,815

$

470,002

$

428,815

Other Financial Information: Gross Margin and Adjusted Gross Margin

For the three months ended November 30, 2025

(In thousands of U.S. dollars)

Beverage

Cannabis

Distribution

Wellness

Total

Net revenue

$

50,083

$

67,532

$

85,316

$

14,576

$

217,507

Cost of goods sold

34,351

41,398

74,334

9,927

160,010

Gross profit

15,732

26,134

10,982

4,649

57,497

Gross margin

31

%

39

%

13

%

32

%

26

%

For the three months ended November 30, 2024

(In thousands of U.S. dollars)

Beverage

Cannabis

Distribution

Wellness

Total

Net revenue

$

63,081

$

65,652

$

67,611

$

14,606

$

210,950

Cost of goods sold

37,925

42,475

59,207

10,123

149,730

Gross profit

25,156

23,177

8,404

4,483

61,220

Gross margin

40

%

35

%

12

%

31

%

29

%

Adjustments:

Purchase price accounting step-up

1,376

—

—

—

1,376

Adjusted gross profit

26,532

23,177

8,404

4,483

62,596

Adjusted gross margin

42

%

35

%

12

%

31

%

30

%

For the six months ended November 30, 2025

(In thousands of U.S. dollars)

Beverage

Cannabis

Distribution

Wellness

Total

Net revenue

$

105,822

$

132,043

$

159,323

$

29,820

$

427,008

Cost of goods sold

68,764

82,639

140,342

20,297

312,042

Gross profit

37,058

49,404

18,981

9,523

114,966

Gross margin

35

%

37

%

12

%

32

%

27

%

For the six months ended November 30, 2024

(In thousands of U.S. dollars)

Beverage

Cannabis

Distribution

Wellness

Total

Net revenue

$

119,053

$

126,901

$

135,682

$

29,358

$

410,994

Cost of goods sold

70,975

79,529

119,345

20,219

290,068

Gross profit

48,078

47,372

16,337

9,139

120,926

Gross margin

40

%

37

%

12

%

31

%

29

%

Adjustments:

Purchase price accounting step-up

1,551

—

—

—

1,551

Adjusted gross profit

49,629

47,372

16,337

9,139

122,477

Adjusted gross margin

42

%

37

%

12

%

31

%

30

%

Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization

For the three months ended

For the six months ended

November 30,

November 30,

Change

% Change

November 30,

November 30,

Change

% Change

(In thousands of U.S. dollars)

2025

2024

2025 vs. 2024

2025

2024

2025 vs. 2024

Net loss

$

(43,509

)

$

(85,275

)

$

41,766

(49

)%

$

(41,996

)

$

(119,927

)

$

77,931

(65

)%

Income tax expense (recovery), net

3,546

2,036

1,510

74

%

1,261

2,922

(1,661

)

(57

)%

Interest expense, net

5,374

7,766

(2,392

)

(31

)%

12,070

17,608

(5,538

)

(31

)%

Non-operating income (expense), net

12,310

33,255

(20,945

)

(63

)%

8,478

20,609

(12,131

)

(59

)%

Amortization

15,958

34,050

(18,092

)

(53

)%

31,519

65,864

(34,345

)

(52

)%

Stock-based compensation

12,283

7,237

5,046

70

%

17,335

14,154

3,181

22

%

Change in fair value of contingent consideration

—

—

—

NM

(15,000

)

—

(15,000

)

NM

Project 420 business optimization

—

—

—

NM

200

—

200

NM

Purchase price accounting step-up

—

1,376

(1,376

)

(100

)%

—

1,551

(1,551

)

(100

)%

Litigation costs, net of recoveries

869

901

(32

)

(4

)%

1,876

2,496

(620

)

(25

)%

Restructuring costs

965

6,869

(5,904

)

(86

)%

1,834

11,116

(9,282

)

(84

)%

Transaction costs (income), net

569

802

(233

)

(29

)%

969

1,958

(989

)

(51

)%

Adjusted EBITDA

$

8,365

$

9,017

$

(652

)

(7

)%

$

18,546

$

18,351

$

195

1

%

Other Financial Information: Adjusted Cash Operating Income (Loss)

For the three months ended

For the six months ended

November 30,

November 30,

Change

% Change

November 30,

November 30,

Change

% Change

2025

2024

2025 vs. 2024

2025

2024

2025 vs. 2024

Operating loss

$

(22,279

)

$

(42,218

)

$

19,939

(47

)%

$

(20,187

)

$

(78,788

)

$

58,601

(74

)%

Change in fair value of contingent consideration

—

—

—

NM

(15,000

)

—

(15,000

)

NM

Amortization

15,958

34,050

(18,092

)

(53

)%

31,519

65,864

(34,345

)

(52

)%

Stock-based compensation

12,283

7,237

5,046

70

%

17,335

14,154

3,181

22

%

Adjusted cash operating income (loss)

$

5,962

$

(931

)

$

6,893

(740

)%

$

13,667

$

1,230

$

12,437

1,011

%

Other Financial Information: Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share

For the three months ended

For the six months ended

November 30,

November 30,

Change

% Change

November 30,

November 30,

Change

% Change

2025

2024

Change

2025

2024

Change

Net loss attributable to stockholders of Tilray Brands, Inc.

$

(44,931

)

$

(85,342

)

$

40,411

(47

)%

$

(45,253

)

$

(124,507

)

$

79,254

(64

)%

Non-operating income (expense), net

12,310

33,255

(20,945

)

(63

)%

8,478

20,609

(12,131

)

(59

)%

Amortization

15,958

34,050

(18,092

)

(53

)%

31,519

65,864

(34,345

)

(52

)%

Stock-based compensation

12,283

7,237

5,046

70

%

17,335

14,154

3,181

22

%

Change in fair value of contingent consideration

—

—

—

NM

(15,000

)

—

(15,000

)

NM

Project 420 business optimization

—

—

—

NM

200

—

200

NM

Litigation costs, net of recoveries

869

901

(32

)

(4

)%

1,876

2,496

(620

)

(25

)%

Restructuring costs

965

6,869

(5,904

)

(86

)%

1,834

11,116

(9,282

)

(84

)%

Transaction costs (income)

569

802

(233

)

(29

)%

969

1,958

(989

)

(51

)%

Adjusted net income (loss)1

$

(1,977

)

$

(2,228

)

$

251

(11

)%

$

1,958

$

(8,310

)

$

10,268

(124

)%

Adjusted net income (loss) per share - basic and diluted1

$

(0.02

)

$

(0.03

)

$

0.01

(33

)%

$

0.02

$

(0.10

)

$

0.12

(120

)%

1Current and prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split (as defined in the November 30, 2025, Form 10-Q), which became effective on December 2, 2025.

Other Financial Information: Adjusted Free Cash Flow

For the three months ended

For the six months ended

November 30,

November 30,

Change

% Change

November 30,

November 30,

Change

% Change

(In thousands of U.S. dollars)

2025

2024

2025 vs. 2024

2025

2024

2025 vs. 2024

Net cash used in operating activities

$

(8,537

)

$

(40,724

)

$

32,187

(79

)%

$

(9,878

)

$

(76,031

)

$

66,153

(87

)%

Less: investments in capital and intangible assets, net

(9,562

)

(4,833

)

(4,729

)

98

%

(18,792

)

(11,541

)

(7,251

)

63

%

Free cash flow

$

(18,099

)

$

(45,557

)

$

27,458

(60

)%

$

(28,670

)

$

(87,572

)

$

58,902

(67

)%

Add: growth CAPEX

2,622

1,970

652

33

%

5,631

4,510

1,121

25

%

Add: cash paid for litigation settlements

—

—

—

NM

2,804

—

2,804

NM

Adjusted free cash flow

$

(15,477

)

$

(43,587

)

$

28,110

(64

)%

$

(20,235

)

$

(83,062

)

$

62,827

(76

)%