Tilray Brands, Inc.

Tilray Brands, Inc. is a leading global lifestyle consumer products company operating at the nexus of cannabis, beverage, wellness, and entertainment, with operations in Canada, the United States, Europe, Australia, and Latin America. The company competes in the cannabis, beverage alcohol, distribution, and wellness industries, where key structural forces include evolving international regulations, significant competition from illicit market participants and large well-capitalized competitors, and changing consumer preferences. Tilray is positioned as the 4th largest craft brewer in the United States according to the Brewers Association 2025 U.S. Craft Brewing Industry Figures Report, and it continued to lead the Canadian cannabis market with the highest cannabis revenue in Canada.

Primary competitors are not named in the filing, but the company faces significant competition across its cannabis and beverage businesses, including from illicit market participants and large, well-capitalized competitors. Competitive advantages stated include a house of high-quality, consumer-connected brands that are beloved and trusted, a portfolio of some of the most well-known brands in their respective industries, and a strong, flexible balance sheet with access to capital. The company is the 4th largest craft brewer in the U.S. and leads the Canadian cannabis market with the highest cannabis revenue in Canada.

Tilray generates revenue through four reportable segments: Beverage (production, marketing, and sale of beverages), Cannabis (cultivation, production, distribution, and sale of medical and adult-use cannabis products), Distribution (purchase, resale, and distribution of pharmaceutical and wellness products), and Wellness (production, marketing, and distribution of hemp-based food and other wellness products). Revenue is transactional in nature, with primary customer segments including patients, consumers, wholesalers, and retailers. The company leverages a platform of brands, infrastructure, and distribution networks across multiple geographies.

The Beverage segment generated net revenue of $253,976 thousand ¹ in fiscal 2026, representing 28% of total net revenue, compared to $240,595 thousand ² (29%) in fiscal 2025 and $202,094 thousand ³ (25%) in fiscal 2024. The segment includes a portfolio of 18 craft beverage brands such as SweetWater Brewing, Montauk Brewing, BrewDog, Shock Top, 10 Barrel, Breckenridge Brewery, Blue Point Brewing, and Breckenridge Distillery. In the U.S., the company has 7 production facilities across Atlanta, GA, Athens, GA, Portland, OR, Bend, OR, Littleton, CO, Patchogue, NY, and Columbus, OH, and 18 owned vibrant brewpubs including a flagship BrewDog multi-level brewpub on the Las Vegas Strip and a BrewDog DogHouse hotel in Columbus, OH. Following the BrewDog acquisition, the company operates a flagship brewing facility in Ellon, Scotland, a network of pubs and hospitality venues across the United Kingdom, Ireland and Australia including 19 owned and 16 franchised pubs as well as two hotels. The company's beverage portfolio is distributed in all 50 states through a network of over 900 wholesalers, with distribution points including nearly 50,000 off-premises retail locations and more than 30,000 restaurants and bars.

The Cannabis segment generated net revenue of $268,342 thousand ⁴ in fiscal 2026, representing 29% of total net revenue, compared to $249,001 thousand ⁵ (30%) in fiscal 2025 and $272,798 thousand ⁶ (35%) in fiscal 2024. Revenue from Canadian medical cannabis was $23,726 thousand ⁷ (9% of cannabis revenue), Canadian adult-use cannabis was $236,352 thousand ⁸ (87%), wholesale cannabis was $7,318 thousand ⁹ (3%), and international cannabis was $84,910 thousand ¹⁰ (32%), less excise taxes of $83,964 thousand ¹¹ (31%). The segment produces a comprehensive portfolio of adult-use cannabis and medical form factors including whole flower, pre-rolls, infused pre-rolls, vapes, topicals, edibles (gummies and chocolates) and beverages. Internationally, the company distributes medical cannabis products to patients in over 20 countries spanning five continents, with EU-GMP production facilities in Portugal and Germany. The Distribution segment generated net revenue of $327,244 thousand ¹² in fiscal 2026, representing 36% of total net revenue, compared to $271,228 thousand ¹³ (33%) in fiscal 2025 and $258,740 thousand ¹⁴ (33%) in fiscal 2024. The Wellness segment generated net revenue of $65,892 thousand ¹⁵ in fiscal 2026, representing 7% of total net revenue, compared to $60,485 thousand ¹⁶ (8%) in fiscal 2025 and $55,310 thousand ¹⁷ (7%) in fiscal 2024.

During fiscal 2026, Tilray completed several significant operational developments. On February 5, 2026, the company entered into an exclusive licensing agreement with the Carlsberg Group, commencing January 1, 2027, granting a multi-year license to produce, market, sell and distribute Carlsberg, Carlsberg Elephant, 1664, and Kronenbourg 1664 Blanc branded beers across all channels in the United States, with an initial five-year term and automatic renewal for an additional five years subject to performance criteria. On October 13, 2025, the company entered into a strategic partnership for medical cannabis operations in Panama, holding a 25% equity interest in Solana Life Group, S. de R.L. Between March and April 2026, Tilray completed the BrewDog Acquisition, a series of acquisitions of certain business operations and assets from BrewDog plc and its subsidiaries, consisting of brewing and distilling operations, brewpubs and hospitality venues across the United Kingdom, Australia, and the United States as well as the worldwide rights to all of the intellectual property utilized in the business. On April 15, 2026, Tilray acquired the Lyphe Group, a UK-based medical cannabis clinic and digital pharmacy platform.

Total net revenue for fiscal 2026 was $915,454 thousand ¹⁸, compared to $821,309 thousand ¹⁹ in fiscal 2025 and $788,942 thousand ²⁰ in fiscal 2024, representing year-over-year growth of approximately 11.5%. The company has a history of net losses and may not achieve or maintain profitability. The company maintains a strong, flexible balance sheet, cash balance and access to capital, which management believes will assist in accelerating growth and delivering long-term sustainable value for stockholders.

A key growth vector is the expansion of the beverage platform from a North American business into a global platform through the BrewDog Acquisition, which provides an international presence, team, and capabilities to support the broader distribution of U.S. beverage brands across key international markets. The company intends to leverage the BrewDog brand, the only global craft beer brand, to drive growth in the United Kingdom, Europe, Australia, and the Middle East. Additionally, the exclusive licensing agreement with the Carlsberg Group, commencing January 1, 2027, provides a multi-year license to produce, market, sell and distribute Carlsberg, Carlsberg Elephant, 1664, and Kronenbourg 1664 Blanc branded beers across all channels in the United States, with an initial five-year term and automatic renewal for an additional five years subject to performance criteria.

Another growth vector is the expansion of international medical cannabis operations. The company has made significant investments in operations within Europe and is well-positioned to pursue international growth opportunities with strong medical cannabis brands, a distribution network in Germany with CC Pharma, and an end-to-end EU-GMP supply chain including production facilities in Portugal and Germany. The acquisition of Lyphe Group, a UK-based medical cannabis clinic and digital pharmacy platform, will enhance access to medical cannabis while accelerating existing capabilities in dispensing traditional prescription medicines. In April 2026, the U.S. Department of Justice issued an order rescheduling FDA-approved cannabis products and state-licensed medical cannabis from Schedule I to Schedule III under the Controlled Substances Act, and the company believes it is well-positioned to participate in a federally compliant U.S. medical cannabis market, though it is monitoring the regulatory landscape and legal challenges. The company also holds a 25% equity interest in a Panamanian joint venture for the importation, distribution, and commercialization of medical cannabis products in Panama.

The company is relentlessly focused on managing its cost structure and expenses in order to expand margins and maintain its strong financial position. In each of its pillars, the company continuously evaluates its cost structure for efficiencies and synergies and eliminates cost when warranted. In cannabis, state-of-the-art facilities are among the lowest cost production operations. In beverage, the company is focused on integrating recently acquired craft brands, improving its cost structure, and scaling its international BrewDog business.

The company's operational outlook includes leveraging its extensive brewery network with diverse capacities and capabilities across the U.S., responsible for producing 99% of a variety of year-round and seasonal specialty craft brews under its 18 craft beverage brands. Following the BrewDog acquisition, the company operates a scaled brewing and hospitality platform anchored by a leading craft beer brand, including a flagship brewing facility in Ellon, Scotland, and a network of pubs and hospitality venues. The company's distribution network includes over 900 wholesalers in the U.S., nearly 50,000 off-premises retail locations, and more than 30,000 restaurants and bars. In the U.K., BrewDog is widely distributed through company-operated and franchised pubs, e-commerce channels, relationships with major retail customers, and sales through wholesale and on-premise partners.

The filing does not disclose specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy figures.

Structural headwinds and execution risks management explicitly flagged include the possibility that the company may not realize anticipated benefits from acquisitions, including the craft beverage and BrewDog-related transactions, and may face integration challenges and operational disruption. The business is highly dependent on maintaining regulatory approvals, licenses and permits across multiple jurisdictions, and changes in cannabis, hemp or other applicable laws, including in the United States, could materially adversely affect operations and strategy. Evolving international regulations, including import/export restrictions and delays, may limit the ability to expand and operate globally. The company faces significant competition across its cannabis and beverage businesses, including from illicit market participants and large, well-capitalized competitors. The beverage business is subject to changing consumer preferences, reliance on third-party distributors, and strong competitive pressures that could reduce sales and margins.

Macroeconomic conditions, inflation, tariffs, foreign exchange fluctuations, and geopolitical instability may adversely affect the business, results of operations, and financial condition. The company has a history of net losses and may not achieve or maintain profitability, and may be unable to access capital, service debt, or comply with financial covenants.

The company may not realize anticipated benefits from acquisitions, including the craft beverage and BrewDog-related transactions, and may face integration challenges and operational disruption. The business is highly dependent on maintaining regulatory approvals, licenses and permits across multiple jurisdictions, and changes in cannabis, hemp or other applicable laws, including in the United States, could materially adversely affect operations and strategy. The company faces significant competition across its cannabis and beverage businesses, including from illicit market participants and large, well-capitalized competitors. The beverage business is subject to changing consumer preferences, reliance on third-party distributors, and strong competitive pressures that could reduce sales and margins. The company has a history of net losses and may not achieve or maintain profitability, and may be unable to access capital, service debt, or comply with financial covenants. The company may incur impairments of goodwill and other assets.

Management's message emphasizes a strategy to leverage brands, infrastructure, expertise, and capabilities to drive revenue growth, achieve industry-leading profitability, and build sustainable long-term shareholder value. Key themes include building global brands that lead in their respective industries, developing innovative products and form factors that change the way the world consumes cannabis, growing and leveraging the investment in beverage and hemp-based food, expanding the availability of high-quality medical cannabis products for patients around the world wherever it is legal, and optimizing and driving efficiencies in global operations with a relentless focus on cost reduction and cash generation.