International Cannabis Accelerates with 73% Net Revenue Growth and 100% Increase in Cannabis Flower Sales Volume Year-Over-Year
Canadian Adult-Use and Medical Cannabis Net Revenue Combined Increased 8% Year-Over-Year; Tilray Maintains #1 Cannabis Leadership Position in Canada by Revenue
BrewDog Acquisition(1) for GBP40 Million Cash Positions Tilray as a Global Craft Beverage Leader with Multi-Region Expansion Across Europe, Middle East, Australia, Asia-Pacific and the U.S.
Strong Balance Sheet Supports Growth with $265 Million in Cash and Marketable Securities(2) and $3.5 Million Net Cash
NEW YORK and LONDON and LEAMINGTON, Ontario, April 01, 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 third fiscal quarter ended February 28, 2026, highlighting record net revenue, record gross profit, record international cannabis revenue and continued successful execution of its global expansion strategy. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.
Irwin D. Simon, Chairman and Chief Executive Officer, Tilray Brands, stated, "Our third quarter results demonstrated the strength of our global strategy in action, delivering our strongest Q3 net revenue and gross profit to date. Our international cannabis business delivered its best quarterly net revenue in Company history, with over 70% year-over-year growth, which reflects the disciplined execution of our strategy across key global markets. We are seeing that our strategy works, driving growth through scale, product innovation, and strong distribution."
Mr. Simon, continued, "With the acquisition of BrewDog, the UK's leading craft beer brand, and our recently announced partnership with Carlsberg beginning in 2027, we are accelerating the buildout of a scaled global beverage platform. These initiatives broaden our infrastructure, strengthen our brand portfolio, and enhance our distribution capabilities, positioning Tilray to capture growth across key markets in the U.S., Europe, the Middle East, Australia, and Asia-Pacific. Supported by our diversified platform across cannabis, beverage, pharmaceutical distribution, and wellness, we are well-equipped to navigate industry headwinds while leveraging emerging opportunities driven by global consumer trends and regulatory changes. We remain focused on building a leading global consumer platform designed to drive sustained growth, expand profitability, and deliver long-term shareholder value."
_________________________
(1 BrewDog acquisition is not reflected in the Company's third quarter results or balance sheet, as the transaction closed and completed subsequent to quarter end.)
(2 Cash, restricted cash and Marketable Securities is a Non-GAAP financial measure. 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.)
Financial Highlights
All comparisons made to the prior year period
-- Net revenue increased 11% to a record $206.7 million in the third quarter
compared to $185.8 million.
-- Gross profit increased 6% to a record $55.0 million in the third quarter
compared to $52.0 million.
-- Gross margin was 27% in the third quarter compared to 28%.
-- Cannabis net revenue increased 19% to $64.8 million in the third quarter
compared to $54.3 million as a result of a 73% increase in international
cannabis revenue and an 8% increase in Canadian adult-use and medical
cannabis net revenue combined.
-- Cannabis gross profit increased 18% to $26.0 million in the third
quarter compared to $22.0 million.
-- Cannabis gross margin was 40% in the third quarter compared to
41%.
-- Beverage net revenue was $42.6 million in the third quarter compared to
$55.9 million.
-- Beverage gross profit was $13.6 million in the third quarter
compared to $19.9 million.
-- Beverage gross margin was 32% in the third quarter compared to
36%.
-- Wellness net revenue increased 16% to $16.4 million in the third quarter
compared to $14.1 million.
-- Wellness gross profit increased 19% to $5.4 million in the third
quarter compared to $4.5 million.
-- Wellness gross margin increased to 33% in the third quarter
compared to 32%.
-- Distribution net revenue, which includes Tilray Pharma, grew to a third
quarter record net revenue of $83.0 million compared to $61.5 million.
-- Distribution gross profit increased to $10.0 million in the third
quarter compared to $5.6 million.
-- Distribution gross margin increased to 12% in the third quarter
compared to 9%.
-- Net loss improved 97% to $25.2 million in the third quarter compared to a
net loss of $793.5 million, and net loss per share improved to $(0.24) in
the third quarter from $(8.69).
-- Adjusted net income (loss)3 and adjusted net income (loss) per share3
improved to $2.4 million and $0.02 in the third quarter compared to
adjusted net loss of $2.9 million and $(0.03).
-- Adjusted cash operating income4 improved to $4.0 million in the third
quarter compared to an adjusted cash operating loss of $3.1 million.
-- Adjusted EBITDA5 increased 19% to $10.7 million in the third quarter
compared to $9.0 million.
_________________________3 Adjusted net income (loss) and adjusted net income (loss) per share 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.4 Adjusted cash operating income (loss) 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.
(5 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.)
Balance Sheet Update: Our balance sheet remains strong, supported by cash, restricted cash, and marketable securities balance of $264.8 million at the end of the third quarter, providing flexibility for strategic opportunities and investment. In the quarter, we also further reduced our total outstanding debt by $4.2 million, highlighting our improved debt position.
Net (Debt) Cash Position: Our net cash position of $3.5 million improved $40.2 million from a net debt position of $36.6 million in the prior year period.
Project 420 Update: In the quarter, we completed the previously-announced Project 420 synergy program, delivering approximately $33 million in annualized cost savings and meaningfully strengthening the cost structure of our Beverage business.
Fiscal Year 2026 Guidance
For its fiscal year ended May 31, 2026, the Company reconfirms its guidance to achieve; adjusted EBITDA of $62 million to $72 million, representing growth of 13% to 31% as compared to fiscal year 2025.
Management's guidance for adjusted EBITDA is provided on a non-GAAP basis and excludes stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; impairments of intangible assets and goodwill; Other than temporary change in fair value of convertible notes receivable; litigation costs; restructuring costs, transaction (income) costs and other non-operating income (expenses) and other non-recurring items that may be incurred during the Company's fiscal year 2026, which the Company will continue to identify as it reports its future financial results. Given the escalation of hostilities in the Middle East, including Iran, we are monitoring various factors that may directly and indirectly impact operating expenses and, therefore, our adjusted EBITDA expectations, including energy, fuel, logistics, and supply chain disruption.
The Company cannot reconcile its expected adjusted EBITDA to net income "Fiscal Year 2026 Guidance" without unreasonable effort because of certain items that impact net income, and other reconciling metrics are out of the Company's control and/or cannot be reasonably predicted at this time.
Live Audio Webcast
Tilray Brands will host a webcast to discuss these results today at 8:30 a.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.
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, restricted 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 as 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; other than temporary change in fair value of convertible notes receivable; impairments; 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; other than temporary change in fair value of convertible notes receivable; impairments; 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; other than temporary change in fair value of convertible notes receivable; impairments; 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; other than temporary change in fair value of convertible notes receivable; impairments; 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, restricted cash and marketable securities are comprised of three GAAP measures, cash and cash equivalents and restricted cash both 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 three 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, restricted cash 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
February 28, May 31,
(in thousands of US dollars) 2026 2025
Assets
Current assets
Cash and cash equivalents $ 204,620 $ 221,666
Restricted cash 44,885 --
Marketable securities 15,312 34,697
Accounts receivable, net 118,372 121,489
Inventory 292,303 270,882
Prepaids and other current
assets 40,819 34,092
Assets held for sale 2,449 5,800
Total current assets 718,760 688,626
Capital assets 543,008 568,433
Operating lease, right-of-use
assets 17,939 22,279
Digital assets 614 --
Intangible assets 23,343 21,423
Goodwill 752,350 752,350
Long-term investments 7,634 10,132
Other assets 11,074 11,084
Total assets $ 2,074,722 $ 2,074,327
========== ==========
Liabilities
Current liabilities
Bank indebtedness $ 8,834 $ 7,181
Accounts payable and accrued
liabilities 223,996 235,322
Contingent consideration -- 15,000
Warrant liability -- 1,092
Current portion of lease
liabilities 7,259 6,941
Current portion of long-term
debt 17,453 14,767
Total current liabilities 257,542 280,303
Long - term liabilities
Lease liabilities 60,282 64,925
Long-term debt 134,982 148,493
Convertible debentures payable 88,268 86,428
Deferred tax liabilities, net 7,877 3,748
Other liabilities 164 855
Total liabilities 549,115 584,752
Stockholders' equity
Common stock ($0.0001 par value;
1,416,000,000 common shares
authorized; 116,546,939 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 6,520,501 6,401,657
Accumulated other comprehensive
loss (44,198) (43,063)
Accumulated deficit (4,919,051) (4,847,226)
Total Tilray Brands, Inc.
stockholders' equity 1,557,368 1,511,474
Non-controlling interests (31,761) (21,899)
Total stockholders' equity 1,525,607 1,489,575
Total liabilities and stockholders'
equity $ 2,074,722 $ 2,074,327
========== ==========
(1) Current and prior year share amounts have been
retrospectively adjusted to reflect the Reverse Stock
Split (as defined below), which became effective on
December 2, 2025. See Note 1 (Basis of presentation
and summary of significant accounting policies).
Condensed Consolidated Statements of Net Income (Loss)
and Comprehensive Income (Loss)
For the three months ended For the nine months ended
February 28, February 28, Change % Change February 28, February 28, Change % Change
(in thousands of
U.S. dollars, except
for per share data) 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025
----------- ---------- ------------------------ ----------- ---------- ------------------------
Net revenue $ 206,732 $ 185,780 $ 20,952 11% $ 633,740 $ 596,774 $ 36,966 6%
Cost of goods sold 151,778 133,769 18,009 13% 463,820 423,837 39,983 9%
----------- ---------- ---------- ------ ----------- ---------- ---------- ------
Gross profit 54,954 52,011 2,943 6% 169,920 172,937 (3,017) (2)%
Operating expenses:
General and
administrative 50,228 39,246 10,982 28% 142,456 129,356 13,100 10%
Selling 10,617 13,905 (3,288) (24)% 35,321 41,757 (6,436) (15)%
Amortization 5,106 23,182 (18,076) (78)% 13,393 67,913 (54,520) (80)%
Marketing and
promotion 8,692 6,793 1,899 28% 28,828 28,079 749 3%
Research and
development 62 85 (23) (27)% 181 250 (69) (28)%
Change in fair
value of
contingent
consideration -- -- -- NM (15,000) -- (15,000) NM
Impairment of
intangible
assets and
goodwill -- 699,235 (699,235) (100)% -- 699,235 (699,235) (100)%
Other than
temporary change
in fair value of
convertible
notes
receivable -- 20,000 (20,000) (100)% -- 20,000 (20,000) (100)%
Litigation costs,
net of
recoveries 621 2,758 (2,137) (77)% 2,497 5,254 (2,757) (52)%
Restructuring
costs 4,087 6,133 (2,046) (33)% 5,921 17,249 (11,328) (66)%
Transaction costs
(income), net 1,927 605 1,322 219% 2,896 2,563 333 13%
----------- ---------- ---------- ------ ----------- ---------- ---------- ------
Total operating
expenses 81,340 811,942 (730,602) (90)% 216,493 1,011,656 (795,163) (79)%
----------- ---------- ---------- ------ ----------- ---------- ---------- ------
Operating loss (26,386) (759,931) 733,545 (97)% (46,573) (838,719) 792,146 (94)%
Interest expense,
net (4,965) (8,378) 3,413 (41)% (17,035) (25,986) 8,951 (34)%
Non-operating
income
(expense), net 8,092 (24,022) 32,114 (134)% (386) (44,631) 44,245 (99)%
----------- ---------- ---------- ------ ----------- ---------- ---------- ------
Loss before income
taxes (23,259) (792,331) 769,072 (97)% (63,994) (909,336) 845,342 (93)%
Income tax
expense
(recovery), net 1,974 1,203 771 64% 3,235 4,125 (890) (22)%
----------- ---------- ---------- ------ ----------- ---------- ---------- ------
Net loss $ (25,233) $ (793,534) $ 768,301 (97)% $ (67,229) $ (913,461) $ 846,232 (93)%
=========== ========== ========== ====== =========== ========== ========== ======
Total net income
(loss) attributable
to:
Stockholders of
Tilray Brands,
Inc. (26,572) (789,436) 762,864 (97)% (71,825) (913,943) 842,118 (92)%
Non-controlling
interests 1,339 (4,098) 5,437 (133)% 4,596 482 4,114 854%
Other comprehensive
gain (loss), net of
tax
Foreign currency
translation gain
(loss) (4,687) (5,389) 702 (13)% (411) (10,195) 9,784 (96)%
Comprehensive loss $ (29,920) $ (798,923) $ 769,003 (96)% $ (67,640) $ (923,656) $ 856,016 (93)%
=========== ========== ========== ====== =========== ========== ========== ======
Total comprehensive
income (loss)
attributable to:
Stockholders of
Tilray Brands, Inc. (31,477) (794,414) 762,937 (96)% (72,960) (923,379) 850,419 (92)%
Non-controlling
interests 1,557 (4,509) 6,066 (135)% 5,320 (277) 5,597 (2021)%
----------- ---------- ---------- ------ ----------- ---------- ---------- ------
Weighted average
number of common
shares - basic(1) 112,675,734 90,834,279 21,841,455 24% 109,657,744 86,079,372 23,578,372 27%
Weighted average
number of common
shares - diluted(1) 112,675,734 90,834,279 21,841,455 24% 109,657,744 86,079,372 23,578,372 27%
----------- ---------- ---------- ------ ----------- ---------- ---------- ------
Net loss per share -
basic(1) $ (0.24) $ (8.69) $ 8.46 (97)% $ (0.65) $ (10.62) $ 9.96 (94)%
Net loss per share -
diluted(1) $ (0.24) $ (8.69) $ 8.46 (97)% $ (0.65) $ (10.62) $ 9.96 (94)%
=========== ========== ========== ====== =========== ========== ========== ======
(1) Current and prior year share amounts have been
retrospectively adjusted to reflect the Reverse Stock
Split (as defined below), which became effective on
December 2, 2025. See Note 1 (Basis of presentation
and summary of significant accounting policies).
Condensed Consolidated Statements of Cash Flows
For the nine months
ended
February February
28, 28, Change % Change
(in thousands of
US dollars) 2026 2025 2026 vs. 2025
------- -------- ----------------------
Cash provided by
(used in)
operating
activities:
Net loss $(67,229) $(913,461) $ 846,232 (93)%
Adjustments for:
Deferred income
tax (recovery)
expense, net 3,235 2,686 549 20%
Unrealized
foreign
exchange
(gain) loss (5,886) 30,725 (36,611) (119)%
Amortization 48,260 99,410 (51,150) (51)%
Accretion of
convertible
debt discount 5,977 8,751 (2,774) (32)%
Impairments -- 699,235 (699,235) (100)%
Other than
temporary
change in fair
value of
convertible
notes
receivable -- 20,000 (20,000) (100)%
Unrealized loss
on digital
assets 386 -- 386 NM
Other non-cash
items 2,402 1,503 899 60%
Stock-based
compensation 31,060 18,189 12,871 71%
Loss on
long-term
investments 4,449 5,540 (1,091) (20)%
Loss (gain) on
derivative
instruments 3,495 (2,896) 6,391 (221)%
Change in fair
value of
contingent
consideration (15,000) -- (15,000) NM
Change in non-cash
working capital:
Accounts
receivable 3,117 321 2,796 871%
Prepaids and
other current
assets (3,717) (8,258) 4,541 (55)%
Inventory (21,421) (5,577) (15,844) 284%
Accounts
payable and
accrued
liabilities (20,948) (37,960) 17,012 (45)%
Net cash used in
operating
activities (31,820) (81,792) 49,972 (61)%
------- -------- -------- ------
Cash provided by
(used in)
investing
activities:
Investment in
capital and
intangible
assets (22,838) (26,586) 3,748 (14)%
Proceeds from
disposal of
capital and
intangible
assets 1,798 833 965 116%
Investment in
digital
assets (1,000) -- (1,000) NM
Sale (purchase)
of marketable
securities,
net 19,385 (16,276) 35,661 (219)%
Investment in
long-term
investments (3,595) -- (3,595) NM
Proceeds from
long-term
investments 1,629 -- 1,629 NM
Business
acquisitions,
net of cash
acquired -- (18,210) 18,210 (100)%
Net cash used in
investing
activities (4,621) (60,239) 55,618 (92)%
------- -------- -------- ------
Cash provided by
(used in)
financing
activities:
Share capital
issued, net of
cash issuance
costs 73,058 139,738 (66,680) (48)%
Cash paid in
lieu
fractional
shares (159) -- (159) NM
Proceeds from
warrants
exercised 2,367 -- 2,367 NM
Proceeds from
long-term
debt -- 3,450 (3,450) (100)%
Repayment of
long-term
debt (11,108) (16,115) 5,007 (31)%
Repayment of
convertible
debt -- (330) 330 (100)%
Repayment of
lease
liabilities (2,991) (2,586) (405) 16%
Net decrease in
bank
indebtedness 1,653 (7,293) 8,946 (123)%
Net cash provided
by financing
activities 62,820 116,864 (54,044) (46)%
------- -------- -------- ------
Effect of
foreign
exchange on
cash and cash
equivalents 1,460 (3,217) 4,677 (145)%
------- -------- -------- ------
Net increase
(decrease) in cash
and cash
equivalents 27,839 (28,384) 56,223 (198)%
Cash and cash
equivalents,
beginning of
period 221,666 228,340 (6,674) (3)%
Cash and cash
equivalents and
restricted cash,
end of period $249,505 $ 199,956 $ 49,549 25%
======= ======== ======== ======
Within the consolidated statements of cash flows,
cash and cash equivalents includes $44,885 of restricted
cash as of February 28, 2026, and $nil as of February
28, 2025.
Net Revenue by Operating Segment
For the three For the three For the nine For the nine
months ended months ended months ended months ended
(In thousands
of U.S. February 28, % of Total February 28, % of Total February 28, % of Total February 28, % of Total
dollars) 2026 Revenue 2025 Revenue 2026 Revenue 2025 Revenue
------------- ----------- ------------- ----------- ------------- ----------- ------------- -----------
Beverage
business $ 42,558 21% $ 55,921 30% $148,380 24% $174,974 29%
Cannabis
business 64,828 31% 54,274 29% 196,871 31% 181,175 31%
Distribution
business 82,963 40% 61,493 33% 242,286 38% 197,175 33%
Wellness
business 16,383 8% 14,092 8% 46,203 7% 43,450 7%
Total net
revenue $206,732 100% $185,780 100% $633,740 100% $596,774 100%
======= === === ===== ======= === === ===== ======= === === ===== ======= === === =====
Net Revenue by Operating Segment in Constant Currency
For the three For the three For the nine For the nine
months ended months ended months ended months ended
February 28, February 28, February 28, February 28,
2026 2025 2026 2025
(In thousands as reported as reported as reported as reported
of U.S. in constant % of Total in constant % of Total in constant % of Total in constant % of Total
dollars) currency Revenue currency Revenue currency Revenue currency Revenue
------------- ----------- ------------- ----------- ------------- ----------- ------------- -----------
Beverage
business $ 42,558 22% $ 55,921 30% $148,380 24% $174,974 29%
Cannabis
business 60,257 31% 54,274 29% 191,792 31% 181,175 31%
Distribution
business 73,969 39% 61,493 33% 223,636 37% 197,175 33%
Wellness
business 16,051 8% 14,092 8% 46,066 8% 43,450 7%
Total net
revenue $192,835 100% $185,780 100% $609,874 100% $596,774 100%
======= === === ===== ======= === === ===== ======= === === ===== ======= === === =====
Net Cannabis Revenue by Market Channel
For the three For the three For the nine For the nine
months ended months ended months ended months ended
(In thousands
of U.S. February 28, % of Total February 28, % of Total February 28, % of Total February 28, % of Total
dollars) 2026 Revenue 2025 Revenue 2026 Revenue 2025 Revenue
------------- ----------- ------------- ----------- ------------- ----------- ------------- -----------
Revenue from
Canadian
medical
cannabis $ 5,979 9% $ 5,839 11% $ 18,359 9% $ 18,773 10%
Revenue from
Canadian
adult-use
cannabis 52,570 81% 49,315 91% 179,085 91% 165,627 91%
Revenue from
wholesale
cannabis 1,165 2% 3,893 7% 6,666 4% 15,993 9%
Revenue from
international
cannabis 24,121 37% 13,935 26% 57,668 29% 40,991 23%
Less excise
taxes (19,007) (29)% (18,708) (35)% (64,907) (33)% (60,209) (33)%
Total $ 64,828 100% $ 54,274 100% $196,871 100% $181,175 100%
======= === === ===== ======= === === ===== ======= === === ===== ======= === === =====
Net Cannabis Revenue by Market Channel in Constant
Currency
For the three For the three For the nine For the nine
months ended months ended months ended months ended
February 28, February 28, February 28, February 28,
2026 2025 2026 2025
(In thousands as reported as reported as reported as reported
of U.S. in constant % of Total in constant % of Total in constant % of Total in constant % of Total
dollars) currency Revenue currency Revenue currency Revenue currency Revenue
------------- ----------- ------------- ----------- ------------- ----------- ------------- -----------
Revenue from
Canadian
medical
cannabis $ 5,706 9% $ 5,839 11% $ 18,260 10% $ 18,773 10%
Revenue from
Canadian
adult-use
cannabis 50,170 83% 49,315 91% 178,406 93% 165,627 91%
Revenue from
wholesale
cannabis 1,112 2% 3,893 7% 6,658 3% 15,993 9%
Revenue from
international
cannabis 21,410 36% 13,935 26% 53,137 28% 40,991 23%
Less excise
taxes (18,141) (30)% (18,708) (35)% (64,669) (34)% (60,209) (33)%
Total $ 60,257 100% $ 54,274 100% $191,792 100% $181,175 100%
======= === === ===== ======= === === ===== ======= === === ===== ======= === === =====
Other Financial Information: Key Operating Metrics
For the three months ended For the nine months ended
February 28, February 28, February 28, February 28,
(in thousands
of U.S.
dollars) 2026 2025 2026 2025
Net beverage
revenue $ 42,558 $ 55,921 $148,380 $174,974
Net cannabis
revenue 64,828 54,274 196,871 181,175
Distribution
revenue 82,963 61,493 242,286 197,175
Wellness revenue 16,383 14,092 46,203 43,450
Beverage costs 28,977 35,986 97,741 106,961
Cannabis costs 38,858 32,275 121,497 111,804
Distribution
costs 72,951 55,936 213,293 175,281
Wellness costs 10,992 9,572 31,289 29,791
Adjusted gross
profit
(excluding PPA
step-up) (1) 54,954 52,070 169,920 174,547
Beverage
adjusted gross
margin
(excluding PPA
step-up) (1) 32% 36% 34% 40%
Cannabis
adjusted gross
margin
(excluding PPA
step-up) (1) 40% 41% 38% 38%
Distribution
gross margin 12% 9% 12% 11%
Wellness gross
margin 33% 32% 32% 31%
Adjusted EBITDA
(1) $ 10,715 $ 9,040 $ 29,261 $ 27,391
Cash, restricted
cash and
marketable
securities (1)
as at the
period ended: 264,817 248,414 264,817 248,414
Working capital
as at the
period ended: $461,218 $424,115 $461,218 $424,115
(1) Adjusted EBITDA, adjusted gross profit (excluding
PPA step-up) and adjusted gross margin (excluding
PPA step-up) for each of our segments, 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.
Other Financial Information: Gross Margin and Adjusted
Gross Margin
For the three months ended February 28, 2026
(In thousands
of U.S.
dollars) Beverage Cannabis Distribution Wellness Total
------------ ------------ ---------------- ----------- ------------
Net revenue $ 42,558 $ 64,828 $ 82,963 $16,383 $206,732
Cost of goods
sold 28,977 38,858 72,951 10,992 151,778
------- ------- -------- ------ -------
Gross profit 13,581 25,970 10,012 5,391 54,954
------- ------- -------- ------ -------
Gross margin 32% 40% 12% 33% 27%
======= ======= ======== ====== =======
For the three months ended February 28, 2025
(In thousands
of U.S.
dollars) Beverage Cannabis Distribution Wellness Total
------------ ------------ ---------------- ----------- ------------
Net revenue $ 55,921 $ 54,274 $ 61,493 $14,092 $185,780
Cost of goods
sold 35,986 32,275 55,936 9,572 133,769
------- ------- -------- ------ -------
Gross profit 19,935 21,999 5,557 4,520 52,011
------- ------- -------- ------ -------
Gross margin 36% 41% 9% 32% 28%
------- ------- -------- ------ -------
Adjustments:
Purchase
price
accounting
step-up 59 -- -- -- 59
------- ------- -------- ------ -------
Adjusted gross
profit 19,994 21,999 5,557 4,520 52,070
------- ------- -------- ------ -------
Adjusted gross
margin 36% 41% 9% 32% 28%
======= ======= ======== ====== =======
For the nine months ended February 28, 2026
(In thousands
of U.S.
dollars) Beverage Cannabis Distribution Wellness Total
------------ ------------ ---------------- ----------- ------------
Net revenue $148,380 $196,871 $ 242,286 $46,203 $633,740
Cost of goods
sold 97,741 121,497 213,293 31,289 463,820
------- ------- -------- ------ -------
Gross profit 50,639 75,374 28,993 14,914 169,920
------- ------- -------- ------ -------
Gross margin 34% 38% 12% 32% 27%
======= ======= ======== ====== =======
For the nine months ended February 28, 2025
(In thousands
of U.S.
dollars) Beverage Cannabis Distribution Wellness Total
------------ ------------ ---------------- ----------- ------------
Net revenue $174,974 $181,175 $ 197,175 $43,450 $596,774
Cost of goods
sold 106,961 111,804 175,281 29,791 423,837
------- ------- -------- ------ -------
Gross profit 68,013 69,371 21,894 13,659 172,937
------- ------- -------- ------ -------
Gross margin 39% 38% 11% 31% 29%
------- ------- -------- ------ -------
Adjustments:
Purchase
price
accounting
step-up 1,610 -- -- -- 1,610
------- ------- -------- ------ -------
Adjusted gross
profit 69,623 69,371 21,894 13,659 174,547
Adjusted gross
margin 40% 38% 11% 31% 29%
======= ======= ======== ====== =======
Other Financial Information: Adjusted Earnings Before
Interest, Taxes and Amortization
For the three For the nine
months ended months ended
February February February February
28, 28, Change % Change 28, 28, Change % Change
(In thousands
of U.S.
dollars) 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025
------- -------- ---------------------- ------- -------- ----------------------
Net loss $(25,233) $(793,534) $ 768,301 (97)% $(67,229) $(913,461) $ 846,232 (93)%
Income tax
expense
(recovery),
net 1,974 1,203 771 64% 3,235 4,125 (890) (22)%
Interest
expense, net 4,965 8,378 (3,413) (41)% 17,035 25,986 (8,951) (34)%
Non-operating
income
(expense),
net (8,092) 24,022 (32,114) (134)% 386 44,631 (44,245) (99)%
Amortization 16,741 33,546 (16,805) (50)% 48,260 99,410 (51,150) (51)%
Stock-based
compensation 13,725 4,035 9,690 240% 31,060 18,189 12,871 71%
Change in fair
value of
contingent
consideration -- -- -- NM (15,000) -- (15,000) NM
Impairment of
intangible
assets and
goodwill -- 699,235 (699,235) (100)% -- 699,235 (699,235) (100)%
Other than
temporary
change in fair
value of
convertible
notes
receivable -- 20,000 (20,000) (100)% -- 20,000 (20,000) (100)%
Project 420
business
optimization -- 2,600 (2,600) (100)% 200 2,600 (2,400) (92)%
Purchase price
accounting
step-up -- 59 (59) (100)% -- 1,610 (1,610) (100)%
Litigation
costs, net of
recoveries 621 2,758 (2,137) (77)% 2,497 5,254 (2,757) (52)%
Restructuring
costs 4,087 6,133 (2,046) (33)% 5,921 17,249 (11,328) (66)%
Transaction
costs
(income), net 1,927 605 1,322 219% 2,896 2,563 333 13%
Adjusted EBITDA $ 10,715 $ 9,040 $ 1,675 19% $ 29,261 $ 27,391 $ 1,870 7%
======= ======== ======== ====== ======= ======== ======== =====
Other Financial Information: Adjusted net income (loss)
and Adjusted net income (loss) per share
For the three For the nine
months ended months ended
February February February February
28, 28, Change % Change 28, 28, Change % Change
2026 2025 Change 2026 2025 2026 vs. 2025
------- -------- ---------------------- ------- -------- ----------------------
Net loss
attributable
to
stockholders
of Tilray
Brands, Inc. $(26,572) $(789,436) $ 762,864 (97)% $(71,825) $(913,943) $ 842,118 (92)%
Non-operating
income
(expense),
net (8,092) 24,022 (32,114) (134)% 386 44,631 (44,245) (99)%
Amortization 16,741 33,546 (16,805) (50)% 48,260 99,410 (51,150) (51)%
Stock-based
compensation 13,725 4,035 9,690 240% 31,060 18,189 12,871 71%
Change in fair
value of
contingent
consideration -- -- -- NM (15,000) -- (15,000) NM
Impairment of
intangible
assets and
goodwill -- 699,235 (699,235) (100)% -- 699,235 (699,235) (100)%
Other than
temporary
change in fair
value of
convertible
notes
receivable,
attributable
to
stockholders
of Tilray
Brands, Inc. -- 13,600 (13,600) (100)% -- 13,600 (13,600) (100)%
Project 420
business
optimization -- 2,600 (2,600) (100)% 200 2,600 (2,400) (92)%
Litigation
costs, net of
recoveries 621 2,758 (2,137) (77)% 2,497 5,254 (2,757) (52)%
Restructuring
costs 4,087 6,133 (2,046) (33)% 5,921 17,249 (11,328) (66)%
Transaction
costs
(income) 1,927 605 1,322 219% 2,896 2,563 333 13%
------
Adjusted net
income (loss) $ 2,437 $ (2,902) $ 5,339 (184)% $ 4,395 $ (11,212) $ 15,607 (139)%
======= ======== ======== ====== ======= ======== ======== =====
Adjusted net
income (loss)
per share -
basic and
diluted $ 0.02 $ (0.03) $ 0.05 (167)% $ 0.04 $ (0.13) $ 0.17 (131)%
======= ======== ======== ====== ======= ======== ======== =====
Other Financial Information: Free Cash Flow
For the three For the nine
months ended months ended
February February February February
28, 28, Change % Change 28, 28, Change % Change
(In thousands
of U.S.
dollars) 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025
------- -------- ---------------------- ------- -------- ----------------------
Net cash used
in operating
activities $(21,942) $ (5,761) $ (16,181) 281% $(31,820) $ (81,792) $ 49,972 (61)%
Less:
investments in
capital and
intangible
assets, net (2,248) (14,212) 11,964 (84)% (21,040) (25,753) 4,713 (18)%
Free cash flow $(24,190) $ (19,973) $ (4,217) 21% $(52,860) $(107,545) $ 54,685 (51)%
======= ======== ======== ====== ======= ======== ======== =====
Add: growth
CAPEX 1,782 1,808 (26) (1)% 7,413 6,318 1,095 17%
Add: cash paid
for litigation
settlements -- -- -- NM 2,804 -- 2,804 NM
Adjusted free
cash flow $(22,408) $ (18,165) $ (4,243) 23% $(42,643) $(101,227) $ 58,584 (58)%
======= ======== ======== ====== ======= ======== ======== =====
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