Tilray Brands, Inc. (TLRY) SEC Filings & Earnings Calls

Cannabis segment revenue decline

“Cannabis business 56,109 64,511 (8,402 ) (13 )%” · word for word

Net loss and negative operating income

“Net income (loss) $ (40,031 ) $ 1,513 $ (41,544 ) (2,746 )%” · word for word

High transaction and restructuring costs

“Transaction costs, net 4,802 400 4,402 1,101 %” · word for word

Tariff impact on input costs

“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.” · word for word

International cannabis price compression

“Despite increased gram equivalents sold, international cannabis revenue was negatively impacted by price compression of approximately $8.8 million in the quarter.” · word for word

Net loss of $40M driven by non-cash charges; adjusted net loss of $3M.

“net loss was $40.0 million in the first quarter and net loss per share was $0.32. Adjusted net loss was $3.0 million”

Cannabis segment revenue declined 13% YoY, partially offset by margin improvement.

“Cannabis net revenue was $56.1 million in the first quarter compared to $64.5 million.” · word for word

Adjusted EBITDA declined 10% YoY, burdened by $1.7M global fuel surcharges.

“Adjusted EBITDA was $9.2 million in the first quarter compared to $10.2 million; burdened by approximately $1.7 million of global fuel surcharges”

Compensation misalignment risk

“The Company did not fully achieve all of the Company's financial and operating performance targets.” · word for word

Governance risk

“The Governance Proposal amendment to the Charter would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders approve the Governance Proposal.” · word for word

Dilution from debt-for-equity exchange; 2.84M new shares issued.

“issued an aggregate of 2,841,650 shares” · word for word

Share dilution from debt-for-equity exchange increases share count by 1.38 million shares

“issued an aggregate of 1,377,334 shares of the Company's common stock in exchange for $6 million aggregate principal amount of convertible notes” · word for word

US Hemp Regulatory Restriction

“the legislation replaces the prior Delta-9 THC standard with a broader total-THC standard... may no longer qualify as hemp under federal law after the legislation becomes effective.” · word for word

Canadian Medical Reimbursement Cut

“a reduction in the Veterans Affairs Canada reimbursement ceiling from $8.50 to $6.00 per gram... reduced revenue by approximately $0.8 million.” · word for word

Craft Beer Volume Decline

“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.” · word for word

International Cannabis Price Compression

“international cannabis revenue was negatively impacted by price compression of approximately $21.1 million.” · word for word

Geopolitical Fuel Cost Pressure

“$2.3 million of incremental fuel and freight surcharges incurred during the fourth fiscal quarter, primarily attributable to elevated global fuel prices and shipping disruptions resulting from the ongoing geopolitical conflict in the Middle East.” · word for word

Net loss of $105.2M driven by non-cash charges; GAAP profitability remains elusive despite adjusted profitability improvements.

“Driven predominantly by non-cash charges, net loss was $105.2 million in fiscal 2026” · word for word

Beverage gross margin declined 300bps to 36%, indicating potential competitive pressure or cost inflation in that segment.

“Beverage gross margin was 36% in fiscal 2026 compared to 39%.” · word for word

Guidance is non-GAAP and cannot be reconciled to GAAP net income, reducing transparency.

“The Company cannot reconcile its expected adjusted EBITDA 5 to net income under 'Fiscal Year 2027 Guidance' without unreasonable effort” · word for word

Share dilution from debt conversion may pressure stock price; reduces debt but increases share count.

“issued an aggregate of 2,638,341 shares of the Company’s common stock in exchange for $12 million aggregate principal amount of the Company’s 5.20% Convertible Senior Notes due June 15, 2027” · word for word

Share dilution from stock issuance for acquisition and debt conversion.

“Issued 1,612,852 shares total; increases share count and dilutes existing holders.”

International cannabis price compression

“Despite increased gram equivalents sold, international cannabis revenue was negatively impacted by price compression of approximately $7.0 million and $16.0 million for the three and nine months ended February 28, 2026, respectively.” · word for word

Beverage segment decline

“The decline 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.” · word for word

U.S. tariff impact on input costs

“From a cost perspective, we believe the recently enacted Tariffs could impact input materials such as aluminum, hops, barley, malt and vape componentry, which are partially imported but we intend to mitigate these impacts to the extent possible.” · word for word

HD-D9 regulatory restriction

“the HD-D9 category was negatively impacted by U.S. federal legislation that was recently enacted which will restrict the future production and sale of our HD‑D9 beverages and reduced net revenue by approximately $1.0 million during the three and nine month periods, respectively.” · word for word

Goodwill impairment risk

“Changes to those probabilities resulting in continued delays in or cessation of legalization of cannabis within the United States and internationally, or adverse regulatory changes to existing legislation, could have an unfavorable impact on the estimated future cash flows, and ultimately, the fair value of the cannabis reporting unit, which may result in a ” · word for word

Beverage segment revenue declined 24% YoY, indicating potential market share loss or category headwinds.

“Beverage net revenue was $42.6 million in the third quarter compared to $55.9 million.” · word for word

Overall gross margin contracted 1 percentage point YoY, driven by beverage and cannabis margin declines.

“Gross margin was 27% in the third quarter compared to 28%.” · word for word

Geopolitical risks in the Middle East could impact operating expenses and adjusted EBITDA.

“Given the escalation of hostilities in the Middle East, including Iran, we are monitoring various factors that may directly and indirectly impact operating expenses” · word for word

Beverage segment revenue and margin decline, indicating competitive pressure or market share loss.

“Beverage net revenue was $50.1 million in the second quarter compared to $63.1 million. Beverage gross margin was 31% in the second quarter compared to 40%.”

Overall gross margin compression from 29% to 26% due to mix shift and beverage weakness.

“Gross margin was 26% in the second quarter compared to 29%.” · word for word

Regulatory uncertainty around U.S. cannabis rescheduling; potential delays or unfavorable outcomes could impact medical cannabis expansion plans.

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

Beverage segment decline

“The decline in revenue was primarily driven by continued category challenges within the craft beer segment and competitive pressures.” · word for word

Tariff input cost exposure

“From a cost perspective, we believe the recently enacted Tariffs could impact input materials such as aluminum, hops, barley, malt and vape componentry, which are partially imported but we intend to mitigate these impacts to the extent possible.” · word for word

Foreign exchange volatility

“For the three and six months ended November 30, 2025, the Company recognized a loss of $10.3 million and $3.4 million resulting from the changes in foreign exchange rates during the period” · word for word