UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2025

Tilray Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)

001-38594

82-4310622

(Commission File Number) (I.R.S. Employer Identification No.)

265 Talbot Street West Leamington, Ontario N8H 4H3

(Address of Principal Executive Offices) (Zip Code)

(844) 845-7291

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8 K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐[Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)]
☐[Soliciting material pursuant to Rule 14a][-][12 under the Exchange Act (17 CFR 240.14a][-][12)]
☐[Pre][-][commencement communications pursuant to Rule 14d][-][2(b) under the Exchange Act (17 CFR 240.14d][-][2(b))]
☐[Pre][-][commencement communications pursuant to Rule 13e][-][4(c) under the Exchange Act (17 CFR 240.13e][-][4(c))]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Common stock, par value $0.0001 per share

Trading Symbol(s) Name of each exchange on which registered TLRY The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 8, 2025, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description 99.1 Press Release dated April 8, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

			Tilray Brands, Inc.
Date: April	8,	2025	By:/s/ Mitchell Gendel
			Mitchell Gendel
			Global General Counsel

EXHIBIT 99.1

Tilray Brands Reports Q3 Fiscal 2025 Financial Results

Tilray Confirms No Current Impact of Tariffs

Generated Net Revenue of $186 Million in the Third Quarter, $193 Million in Constant Currency; Strategic Initiatives and SKU Rationalization Impacted Revenue by $13 Million

- Tilray Beverage Expands U.S. Distribution of Hemp Derived THC Drinks Across 10 States, Increases Project 420 Cost Savings Plan to $33 Million

Tilray Cannabis Increased Gross Margins by 800 bps, Remains the Leader in Canada by Sales Performance, and Generates Strong Sales Growth in Germany

Strengthens Balance Sheet with Convertible Note Reduction of $58 Million and Total Debt Reduction of $71 Million, $248 Million Available in Cash and Marketable Securities

NEW YORK and LEAMINGTON, Ontario, April 08, 2025 (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 beverage, cannabis and wellness industries, today reported financial results for its third quarter ended February 28, 2025. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

In response to the recently announced tariffs on international trade, Tilray conducted an analysis of the potential implications on its business. The analysis concluded that these tariffs should not impact sales. In the United States, Tilray's American beverage brands are solely manufactured and distributed within the U.S. market. In Canada, Tilray’s cannabis brands are produced domestically for Canadian consumers. In Europe, Tilray manufactures medical cannabis brands and products for distribution across Europe and Australia. Regarding Tilray’s wellness business, Manitoba Harvest is currently exempt from the new tariffs.

Irwin D. Simon, Chairman and Chief Executive Officer of Tilray Brands, stated, "Tilray Brands is shaping the future of consumer markets with a robust global infrastructure spanning the beverage, cannabis, and wellness industries. We are meeting the needs of today’s consumers while preparing for the demands of tomorrow. In the third quarter, we prioritized sales quality and revenue, protected margins, reduced debt, and improved our capital structure. With a strong balance sheet and a clear vision for the future, Tilray is well positioned to capitalize on emerging opportunities and ensure long-term success.”

Mr. Simon continued, "We see opportunities in the alcohol, cannabis, and wellness industries and believe these sectors are here to stay. Tilray is relentlessly focused on building strong brands and developing innovative products to seize growth opportunities across all our businesses. At - Tilray, we are laser focused on building a sustainable global business platform by emphasizing profitable sales growth, improving profit margins and cash flow generation, and maintaining a solid balance sheet to navigate market challenges and capitalize on strategic opportunities. In Q3, we - delivered our highest cannabis gross margins in almost two years, and as of today our net debt is now less than 1x EBITDA on a trailing twelve month basis. We will not seek sales growth merely for the sake of sales if it does not add to the bottom line and benefit our shareholders."

– Strategic Growth Initiatives Third Quarter Fiscal Year 2025

Tilray Beverage Project 420: Tilray Beverage completed $20.6 million of an expanded Project 420 cost savings plan of $33 million. Project 420 aims to reduce costs to improve efficiency and profitability by rationalizing SKUs, geographies and distribution and is expected to be completed in the third quarter of fiscal 2026.

Hemp-Derived THC Drinks in the U.S: Tilray Brands is strategically positioned to utilize the expertise of its hemp wellness and cannabis - businesses to responsibly formulate beverages infused with 5mg and 10mg of hemp derived THC. During the fiscal year to date, Tilray generated - $1.4 million in revenue from hemp derived THC beverage sales and expanded the distribution of these drinks across over 1,000 points of distribution in 10 states including Florida, Alabama, Georgia, North Carolina, South Carolina, Tennessee, Louisiana, and New Jersey, as well as through online direct-to-consumer channels. In addition to our existing mocktail and seltzer brands Happy Flower, Fizzy Jane, and Herb & - - Bloom, we are pleased to introduce 420 Fizz, a low calorie, soda beverage infused with hemp derived THC. Tilray also leverages its established national beverage distribution network, which spans independent retailers, convenience stores, and package stores, including multi-state retailers such as Total Wine and ABC who have expressed strong interest in this category and new growth opportunity.

Tilray Cannabis Profitability Initiatives: Tilray's Cannabis segment is focused on profitability and margin protection. In the third fiscal quarter, Tilray Canada redirected inventories to international cannabis markets to capitalize on higher margins expected in these markets in the upcoming fourth fiscal quarter. Tilray’s global cannabis supply chain is in Phase II of its accelerated growth plan, and the cultivation footprint is expanding to

meet increasing demand in both Canadian and international markets. The Cannabis segment is concentrating on preserving gross margins and - maintaining higher average selling prices in categories such as vapes and infused pre rolls, which have experienced significant price compression and are margin dilutive. Growth in these categories is expected to resume later in the upcoming fourth fiscal quarter due to capital expenditures improving our operational efficiencies.

Debt Reduction; $248 Million Cash and Marketable Securities: As of April 8, 2025, Tilray reduced our outstanding total debt by $71 million with convertible note reduction of $58 million, strengthening the balance sheet. As a result, net debt to trailing twelve months EBITDA is less than 1.0x. Our $248 million cash balance, including marketable securities, provides Tilray with great flexibility for strategic opportunities.

AI and Cryptocurrency Business Strategy: Tilray Brands is dedicated to leveraging advanced technologies to align with our shareholder interests, the consumer of tomorrow, enhancing efficiency and driving growth. We are implementing AI across our global operations to enhance our expertise, optimize processes, achieve substantial improvements, and advance our business objectives. In the cultivation sector, we are utilizing advanced horticulture automation technology throughout our global greenhouse operations. By integrating this technology with AI-driven - data insights, we can manage greenhouse conditions in real time, leading to more efficient operations, increased output, superior quality, and reduced costs for resources such as labor, water, and energy. Additionally, Tilray plans to accept cryptocurrency as a payment method within the Company’s online operations. The Company is also exploring strategic initiatives related to cryptocurrency that align with our business goals.

– Financial Highlights Third Quarter Fiscal Year 2025

l Net revenue of $185.8 million in the third quarter compared to $188.3 million in the prior year quarter. On a constant currency basis, net revenue in the current third quarter, increased to ~$193 million. The prior year quarter included revenue of $6 million of now discontinued SKUs. Strategic initiatives and SKU rationalization impacted revenue by $13.2 million in the current year quarter.
l Gross profit increased by 5% to $52.0 million in the third quarter compared to $49.4 million in the prior year quarter. Gross margin increased 200 bps to 28% in the third quarter compared to 26% in the prior year quarter.
l Net loss was $(793.5) million in the third quarter, due to ~$700 million of non-cash impairment as a result of macroeconomic conditions -
and declines in market capitalization, foreign exchange loss, amortization, changes in fair value of convertible notes receivable, and stock -
based compensation as well as non recurring transaction and restructuring charges.
l Adjusted net loss was $(2.9) million in the third quarter compared to an adjusted net income of $0.9 million in the prior year quarter. l Adjusted EPS remained at $0.00 in both the third quarter and the comparative period.
l Adjusted EBITDA in the third quarter was $9.0 million compared to $10.2 million in the prior year quarter due to the beverage segment’s SKU rationalization impact of $1.0 million and $0.6 million related to the prioritization of international cannabis markets.
l Beverage alcohol net revenue increased to $55.9 million in the third quarter up from $54.7 million in the prior year quarter, despite a $6.0 million impact from the strategic SKU rationalization.
» Beverage alcohol gross margin increased to 36% in the third quarter compared to 34% in the prior year quarter.
l Cannabis net revenue was $54.3 million in the third quarter compared to $63.4 million in the prior year quarter. On a constant currency basis, Cannabis net revenue was $57.5 million. The strategic initiative to redirect product from Canada to international markets resulted in a timing impact on revenue of $3.2 million. Additionally, a strategic decision to pause our presence in margin dilutive categories, such as -
vapes and infused pre rolls, led to a revenue decrease of $4.0 million but prevented a potential loss exceeding $3 million.
» Cannabis gross margin increased to 41% in the third quarter compared to 33% in the prior year quarter resulting from our strategic prioritization of the international business and the reduction in our exposure to margin dilutive categories.
l Distribution net revenue increased 8% to $61.5 million in the third quarter compared to $56.8 million in the prior year quarter. On a constant currency basis, Distribution net revenue was up 15% to $65.1 million.
» Distribution gross margin was 9% in the third quarter compared to 10% in the prior year quarter.
l Wellness net revenue increased 5% to $14.1 million and 8% on a constant currency basis to $14.5 million in the third quarter compared to $13.4 million in the prior year quarter.
» Wellness gross margin increased to 32% in the third quarter compared to 30% in the prior year quarter.

Company’s Fiscal Year 2025 Guidance

The Company revises fiscal year 2025 guidance for net revenue to $850 million to $900 million. Adjustments for constant currency and the impacts of the strategic initiatives and SKU rationalization, which total approximately $50 million, would have resulted in expected net revenue of $900 million to $950 million.

Live Conference Call and Audio Webcast

Tilray Brands will host a webcast to discuss these results today at 8:30 a.m. ET. Investors may join the live webcast available on the Investors section of the Company’s website at www.tilray.com. 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 at the forefront of beverage, cannabis and wellness industries 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, wellness 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.

For more information on Tilray Brands, visit www.Tilray.com and follow @Tilray

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,” “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 transform the CPG industry for cannabis, hemp, beverages and entertainment; 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 achieve its revised FY 2025 guidance; 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 expected revenue growth, sales volume, profitability, synergies and accretion related to any of its acquisitions; expected commercial opportunities and regulatory developments in the U.S., including upon U.S. federal cannabis legalization or rescheduling; the Company’s anticipated investments and acquisitions, including in organic and strategic growth, partnership efforts, product offerings and other initiatives; the Company’s ability to commercialize new and innovative products; market opportunities and regulatory risks for Hemp-Derived Delta-9 (HDD9) beverage products, and expected sales, distribution, margin, price and revenue generation projections; consumer sentiment regarding HDD9 beverage products; Tilray’s strategy and anticipated offerings within the HDD9 beverage product segment, expected impacts of U.S. tariffs, and the Company’s ability to leverage AI and cryptocurrency to enhance efficiency and drive growth.

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. Risks and uncertainties that may cause actual results to - differ materially from forward looking statements include, but are not limited to, those identified and described in our most recent Annual Report on Form 10-K as well as our other filings made from time to time with the SEC and in our Canadian securities filings. 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 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. 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. 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, 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 benefits, 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; impairments, other - than temporary change in fair value of convertible notes receivable, project 420 optimization costs facility start up and closure 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 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; impairments, other than temporary change in fair value - of convertible notes receivable, project 420 optimization costs facility start up and closure 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; impairments, other than temporary - change in fair value of convertible notes receivable, project 420 optimization costs facility start up and closure 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 our integration costs related to HEXO and the cash income taxes related to Aphria Diamond to align with management’s prescribed guidance. 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 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.

For further information: Media Contact: [email protected] Investor Contact: [email protected]

Consolidated Statements of Financial Position

February 28, May 31,

(in thousands of US dollars) Assets Current assets Cash and cash equivalents Marketable securities Accounts receivable, net Inventory Prepaids and other current assets Assets held for sale Total current assets Capital assets Operating lease, right-of-use assets Intangible assets Goodwill Long-term investments Convertible notes receivable Other assets Total assets Liabilities Current liabilities Bank indebtedness Accounts payable and accrued liabilities Contingent consideration Warrant liability Current portion of lease liabilities Current portion of long-term debt Current portion of convertible debentures payable Total current liabilities Long- term liabilities Lease liabilities Long-term debt Convertible debentures payable Deferred tax liabilities, net Other liabilities Total liabilities Stockholders' equity Common stock ($0.0001 par value; 1,416,000,000 common shares authorized; 983,372,617 and 831,925,373 common shares issued and outstanding, respectively) Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively) Treasury Stock (9,619,421 and nil treasury shares issued and outstanding, respectively) Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total Tilray Brands, Inc. stockholders' equity Non-controlling interests Total stockholders' equity Total liabilities and stockholders' equity	2025 $ 199,956 48,458 103,367 263,398 40,138 30,972 686,289 537,800 16,994 847,215 1,299,781 10,035 — 5,032 $ 3,403,146 $ 10,740 216,567 15,000 357 6,606 12,904 — 262,174 60,188 149,401 104,071 123,938 1,271 701,043 99 — — 6,357,039 (52,935) (3,574,431) 2,729,772 (27,669) 2,702,103 $ 3,403,146	2024 $ 228,340 32,182 101,695 252,087 31,332 32,074 677,710 558,247 16,101 915,469 2,008,884 7,859 32,000 5,395 $ 4,221,665 $ 18,033 241,957 15,000 3,253 5,091 15,506 330 299,170 60,422 158,352 129,583 130,870 90 778,487 83 — — 6,146,810 (43,499) (2,660,488) 3,442,906 272 3,443,178 $ 4,221,665

Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) For the three months ended For the nine months ended February 28, February 29, Change % Change February 28, February 29, Change % Change

(in thousands

2025	2024	2025 vs.	2024	2025	2024	2025 vs.
$ 185,780 133,769	$ 188,340 138,944	$ (2,560) (5,175)	(1)% (4)%	$ 596,774 423,837	$ 559,060 418,059	$ 37,714 5,778
52,011 39,246 13,905 23,182 6,793 85 — 699,235 20,000 2,758 6,133 605	49,396 39,940 9,995 21,558 11,191 106 (5,983) — 42,681 3,363 5,178 3,465	2,615 (694) 3,910 1,624 (4,398) (21) 5,983 699,235 (22,681) (605) 955 (2,860)	5% (2)% 39% 8% (39)% (20)% (100)% NM (53)% (18)% 18% (83)%	172,937 129,356 41,757 67,913 28,079 250 — 699,235 20,000 5,254 17,249 2,563	141,001 123,769 24,437 65,700 28,934 241 (16,790) — 42,681 8,439 8,748 13,061	31,936 5,587 17,320 2,213 (855) 9 16,790 699,235 (22,681) (3,185) 8,501 (10,498)
811,942	131,494	680,448	517%	1,011,656	299,220	712,436
(759,931) (8,378) (24,022)	(82,098) (8,517) (17,239)	(677,833) 139 (6,783)	826% (2)% 39%	(838,719) (25,986) (44,631)	(158,219) (26,977) (20,820)	(680,500) 991 (23,811)
(792,331) 1,203	(107,854) (2,871)	(684,477) 4,074	635% (142)%	(909,336) 4,125	(206,016) 1,013	(703,320) 3,112
$ (793,534)	$ (104,983)	$ (688,551)	656%	$ (913,461)	$ (207,029)	$ (706,432)
(789,436)	(92,701)	(696,735)	752%	(913,943)	(213,234)	(700,709)

(4,098) (5,389)	(12,282) (4,696)	8,184 (693)	(67)% 15%	482 (10,195)	6,205 3,716	(5,723) (13,911)
(5,389)	(4,696)	(693)	15%	(10,195)	3,716	(13,911)
$ (798,923)	$ (109,679)	$ (689,244)	628%	$ (923,656)	$ (203,313)	$ (720,343)
(794,414) (4,509)	(97,521) (12,158)	(696,893) 7,649	715% (63)%	(923,379) (277)	(209,811) 6,498	(713,568) (6,775)
908,342,792 908,342,792	754,439,331 754,439,331	153,903,461 153,903,461	20% 20%	860,793,723 860,793,723	725,346,952 725,346,952	135,446,771 135,446,771
$ (0.87) $ (0.87)	$ (0.12) $ (0.12)	$ (0.75) $ (0.75)	607% 607%	$ (1.06) $ (1.06)	$ (0.29) $ (0.29)	$ (0.77) $ (0.77)

Condensed Consolidated Statements of Cash Flows (in thousands of US dollars) Cash provided by (used in) operating activities: Net loss Adjustments for: Deferred income tax expense (recovery), net Unrealized foreign exchange loss (gain) Amortization Accretion of convertible debt discount Impairments Other than temporary change in fair value of convertible notes receivable Other non-cash items Stock-based compensation	For the nine months ended February 28, February 29, 2025 2024 $ (913,461) $ (207,029) 2,686 (7,399) 30,725 (6,622) 99,410 95,183 8,751 11,463 699,235 — 20,000 42,681 1,503 13,297 18,189 24,517	Change % Change 2025 vs. 2024
		$ (706,432) 341% 10,085 (136)% 37,347 (564)% 4,227 4% (2,712) (24)% 699,235 NM (22,681) (53)% (11,794) (89)% (6,328) (26)%

Loss (gain) on long-term investments & equity investments (Gain) loss on derivative instruments Change in fair value of contingent consideration Change in non-cash working capital: Accounts receivable Prepaids and other current assets Inventory Accounts payable and accrued liabilities Net cash used in operating activities Cash provided by (used in) investing activities: Investment in capital and intangible assets Proceeds from disposal of capital and intangible assets (Purchase) disposal of marketable securities, net Business acquisitions, net of cash acquired Net cash (used in) provided by investing activities Cash provided by (used in) financing activities: Share capital issued, net of cash issuance costs Proceeds from long-term debt Repayment of long-term debt Proceeds from convertible debt Repayment of convertible debt Repayment of lease liabilities Net decrease in bank indebtedness Net cash provided by (used in) financing activities Effect of foreign exchange on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period	5,540 (2,896) — 321 (8,258) (5,577) (37,960) (81,792) (26,586) 833 (16,276) (18,210) (60,239) 139,738 3,450 (16,115) — (330) (2,586) (7,293) 116,864 (3,217) (28,384) 228,340 $ 199,956	4,255 13,717 (16,790) 5,578 1,148 (4,629) (30,982) (61,612) (19,539) 1,166 162,292 (60,626) 83,293 — 32,621 (17,978) 21,553 (107,330) (2,771) (8,352) (82,257) 197 (60,379) 206,632 $ 146,253	1,285 (16,613) 16,790 (5,257) (9,406) (948) (6,978)	30% (121)% (100)% (94)% (819)% 20% 23%
			(20,180)	33%
			(7,047) (333) (178,568) 42,416	36% (29)% (110)% (70)%
			(143,532)	(172)%
			139,738 (29,171) 1,863 (21,553) 107,000 185 1,059	NM (89)% (10)% (100)% (100)% (7)% (13)%
			199,121	(242)%
			(3,414)	(1733)%
			31,995 21,708	(53)% 11%
			$ 53,703	37%

Net Revenue by Operating Segment

(In thousands of U.S. dollars) Beverage business Cannabis business Distribution business Wellness business Total net revenue	For the three months ended February 28, 2025 % of Total Revenue $ 55,921 30% 54,274 29% 61,493 33% 14,092 8% $ 185,780 100%	For the three months ended February 28, 2025 % of Total Revenue $ 55,921 30% 54,274 29% 61,493 33% 14,092 8% $ 185,780 100%	For the three months ended February 29, 2024 % of Total Revenue $ 54,688 29% 63,432 34% 56,794 30% 13,426 7% $ 188,340 100%	For the three months ended February 29, 2024 % of Total Revenue $ 54,688 29% 63,432 34% 56,794 30% 13,426 7% $ 188,340 100%	For the nine months ended February 28, 2025 % of Total Revenue $ 174,974 29% 181,175 31% 197,175 33% 43,450 7% $ 596,774 100%	For the nine months ended February 28, 2025 % of Total Revenue $ 174,974 29% 181,175 31% 197,175 33% 43,450 7% $ 596,774 100%	For the nine months ended February 29, 2024 % of Total Revenue $ 125,355 22% 200,879 36% 193,174 35% 39,652 7% $ 559,060 100%	For the nine months ended February 29, 2024 % of Total Revenue $ 125,355 22% 200,879 36% 193,174 35% 39,652 7% $ 559,060 100%
	$ 55,921 54,274 61,493 14,092	30% 29% 33% 8%	$ 54,688 63,432 56,794 13,426	29% 34% 30% 7%	$ 174,974 181,175 197,175 43,450	29% 31% 33% 7%	$ 125,355 200,879 193,174 39,652	22% 36% 35% 7%
	$ 185,780	100%	$ 188,340	100%	$ 596,774	100%	$ 559,060	100%

Net Revenue by Operating Segment in Constant Currency

(In thousands of U.S. dollars) Beverage business Cannabis business	For the three months ended February 28, 2025 as reported in constant currency % of Total Revenue $ 55,921 29% 57,475 30%	For the three months ended February 28, 2025 as reported in constant currency % of Total Revenue $ 55,921 29% 57,475 30%	For the three months ended February 29, 2024 as reported in constant currency % of Total Revenue $ 54,688 29% 63,432 34%	For the three months ended February 29, 2024 as reported in constant currency % of Total Revenue $ 54,688 29% 63,432 34%	For the nine months ended February 28, 2025 as reported in constant currency % of Total Revenue $ 174,974 29% 186,120 31%	For the nine months ended February 28, 2025 as reported in constant currency % of Total Revenue $ 174,974 29% 186,120 31%	For the nine months ended February 29, 2024 as reported in constant currency % of Total Revenue $ 125,355 22% 200,879 36%	For the nine months ended February 29, 2024 as reported in constant currency % of Total Revenue $ 125,355 22% 200,879 36%
	$ 55,921 57,475	29% 30%	$ 54,688 63,432	29% 34%	$ 174,974 186,120	29% 31%	$ 125,355 200,879	22% 36%

Distribution business Wellness business Total net revenue	65,054 14,499	33% 8%	56,794 13,426	30% 7%	204,861 44,068	33% 7%	193,174 39,652	35% 7%
	$ 192,949	100%	$ 188,340	100%	$ 610,023	100%	$ 559,060	100%

Net Cannabis Revenue by Market Channel

Net Cannabis Revenue by Market Channel
(In thousands of U.S. dollars) Revenue from Canadian medical cannabis Revenue from Canadian adult- use cannabis Revenue from wholesale cannabis Revenue from international cannabis Less excise taxes Total	For the three months ended February 28, 2025 % of Total Revenue $ 5,839 11% 49,315 91% 3,893 7% 13,935 26% (18,708) (35)% $ 54,274 100%		For the three months ended February 29, 2024 % of Total Revenue $ 6,363 10% 62,107 98% 2,764 4% 14,002 22% (21,804) (34)% $ 63,432 100%		For the nine months ended February 28, 2025 % of Total Revenue $ 18,773 10% 165,627 91% 15,993 9% 40,991 23% (60,209) (33)% $ 181,175 100%		For the nine months ended February 29, 2024 % of Total Revenue $ 18,793 9% 205,350 102% 12,348 6% 40,185 20% (75,797) (37)% $ 200,879 100%
	$ 5,839 49,315 3,893 13,935 (18,708)	11% 91% 7% 26% (35)%	$ 6,363 62,107 2,764 14,002 (21,804)	10% 98% 4% 22% (34)%	$ 18,773 165,627 15,993 40,991 (60,209)	10% 91% 9% 23% (33)%	$ 18,793 205,350 12,348 40,185 (75,797)	9% 102% 6% 20% (37)%
	$ 54,274	100%	$ 63,432	100%	$ 181,175	100%	$ 200,879	100%

Net Cannabis Revenue by Market Channel in Constant Currency

Currency
(In thousands of U.S. dollars) Revenue from Canadian medical cannabis Revenue from Canadian adult- use cannabis Revenue from wholesale cannabis Revenue from international cannabis Less excise taxes Total	For the three months ended February 28, 2025 as reported in constant currency % of Total Revenue $ 6,259 11% 52,815 92% 4,170 7% 14,264 25% (20,033) (35)% $ 57,475 100%		For the three months ended February 29, 2024 as reported in constant currency % of Total Revenue $ 6,363 10% 62,107 98% 2,764 4% 14,002 22% (21,804) (34)% $ 63,432 100%		For the nine months ended February 28, 2025 as reported in constant currency % of Total Revenue $ 19,398 10% 170,967 92% 16,525 9% 41,411 22% (62,181) (33)% $ 186,120 100%		For the nine months ended February 29, 2024 as reported in constant currency % of Total Revenue $ 18,793 9% 205,350 102% 12,348 6% 40,185 20% (75,797) (37)% $ 200,879 100%
	$ 6,259 52,815 4,170 14,264 (20,033)	11% 92% 7% 25% (35)%	$ 6,363 62,107 2,764 14,002 (21,804)	10% 98% 4% 22% (34)%	$ 19,398 170,967 16,525 41,411 (62,181)	10% 92% 9% 22% (33)%	$ 18,793 205,350 12,348 40,185 (75,797)	9% 102% 6% 20% (37)%
	$ 57,475	100%	$ 63,432	100%	$ 186,120	100%	$ 200,879	100%

Other Financial Information: Key Operating Metrics

Other Financial Information: Key Operating Metrics
(in thousands of U.S. dollars) Net beverage revenue	For the three months ended February 28, February 29, 2025 2024 $ 55,921 $ 54,688		For the nine months ended February 28, February 29, 2025 2024 $ 174,974 $ 125,355
	$ 55,921	$ 54,688		$ 125,355

Net cannabis revenue		54,274		63,432		181,175		200,879
Distribution revenue		61,493		56,794		197,175		193,174
Wellness revenue		14,092		13,426		43,450		39,652
Beverage costs		35,986		35,836		106,961		77,615
Cannabis costs		32,275		42,518		111,804		139,507
Distribution costs		55,936		51,231		175,281		172,846
Wellness costs		9,572		9,359		29,791		28,091
Adjusted gross profit (excluding PPA step-up)		52,070		51,643		174,547		153,055
Beverage adjusted gross margin (excluding PPA step-up)		36%		38%		40%		42%
Cannabis adjusted gross margin (excluding PPA step-up)		41%		33%		38%		34%
Distribution gross margin		9%		10%		11%		11%
Wellness gross margin		32%		30%		31%		29%
Adjusted EBITDA	$	9,040	$	10,154	$	27,391	$	30,974
Cash and marketable securities as at the period ended:		248,414		225,858		248,414		225,858
Working capital as at the period ended:	$	424,115	$	302,111	$	424,115	$	302,111

Other Financial Information: Gross Margin and Adjusted Gross Margin
For the three months ended February 28, 2025
(In thousands of U.S. dollars)
Beverage
Cannabis
Distribution
Wellness
Net revenue
$ 55,921
$ 54,274
$ 61,493
$ 14,092

Cost of goods sold
35,986
32,275
55,936
9,572
Gross profit
19,935
21,999
5,557
4,520
Gross margin
36%
41%
9%
32%
Adjustments:
Purchase price accounting step-up
59
—
—
—
Adjusted gross profit

19,994

21,999

5,557

4,520

Adjusted gross margin

36%
41%
9%
32%
For the three months ended February 29, 2024
(In thousands of U.S. dollars)
Beverage
Cannabis
Distribution
Wellness
Net revenue
$ 54,688
$ 63,432
$ 56,794
$ 13,426

Cost of goods sold
35,836
42,518
51,231
9,359
Gross profit
18,852
20,914
5,563
4,067
Gross margin
34%
33%
10%
30%
Adjustments:
Purchase price accounting step-up
2,073
174
—
—
Adjusted gross profit
20,925
21,088
5,563
4,067
Adjusted gross margin

38%
33%
10%
30%
For the nine months ended February 28, 2025
(In thousands of U.S. dollars)
Beverage
Cannabis
Distribution
Wellness
Net revenue
$ 174,974
$ 181,175
$ 197,175
$ 43,450

Cost of goods sold
106,961
111,804
175,281
29,791
Gross profit
68,013
69,371
21,894
13,659
Gross margin
39%
38%
11%
31%
Adjustments:
Purchase price accounting step-up
1,610
—
—
—
Adjusted gross profit

69,623

69,371

21,894

13,659

Adjusted gross margin

40%
38%
11%
31%

Total
$ 185,780
133,769
52,011
28%
59

52,070

28%
Total
$ 188,340
138,944
49,396
26%
2,247
51,643

27%
Total
$ 596,774
423,837
172,937
29%
1,610

174,547

29%

(In thousands of U.S. dollars) Net revenue Cost of goods sold Gross profit Gross margin Adjustments: Purchase price accounting step-up Adjusted gross profit Adjusted gross margin		For the nine Cannabis $ 200,879 139,507 61,372 31% 7,628 69,000 34%	months ended Febru Distribution $ 193,174 172,846 20,328 11% — 20,328 11%	ary 29, 2024 Wellness $ 39,652 28,091 11,561 29% — 11,561 29%	Total $ 559,060 418,059 141,001 25% 12,054 153,055 27%
	Beverage
	$ 125,355 77,615
	47,740
	38%
	4,426
	52,166 42%

Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization For the three months ended For the nine months ended February 28, February 29, Change % Change February 28, February 29, (In thousands of U.S. dollars) 2025 2024 2025 vs. 2024 2025 2024 Net loss $(793,534)$(104,983)$(688,551) 656% $(913,461)$(207,029) Income tax expense (recovery), net 1,203 (2,871) 4,074 (142)% 4,125 1,013 Interest expense, net 8,378 8,517 (139) (2)% 25,986 26,977 Non-operating income (expense), net 24,022 17,239 6,783 39% 44,631 20,820 Amortization 33,546 32,842 704 2% 99,410 95,183 Stock-based compensation 4,035 8,059 (4,024) (50)% 18,189 24,517 Change in fair value of contingent consideration — (5,983) 5,983 (100)% — (16,790) Impairments 699,235 — 699,235 NM 699,235 — Other than temporary change in fair value of convertible notes receivable 20,000 42,681 (22,681) (53)% 20,000 42,681 Project 420 business optimization 2,600 — 2,600 NM 2,600 — Purchase price accounting step-up 59 2,247 (2,188) (97)% 1,610 12,054 Facility start-up and closure costs — 400 (400) (100)% — 1,300 Litigation costs, net of recoveries 2,758 3,363 (605) (18)% 5,254 8,439 Restructuring costs 6,133 5,178 955 18% 17,249 8,748 Transaction costs (income), net 605 3,465 (2,860) (83)% 2,563 13,061 Adjusted EBITDA $ 9,040 $ 10,154 $ (1,114) (11)%$ 27,391 $ 30,974	Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization For the three months ended For the nine months ended February 28, February 29, Change % Change February 28, February 29, (In thousands of U.S. dollars) 2025 2024 2025 vs. 2024 2025 2024 Net loss $(793,534)$(104,983)$(688,551) 656% $(913,461)$(207,029) Income tax expense (recovery), net 1,203 (2,871) 4,074 (142)% 4,125 1,013 Interest expense, net 8,378 8,517 (139) (2)% 25,986 26,977 Non-operating income (expense), net 24,022 17,239 6,783 39% 44,631 20,820 Amortization 33,546 32,842 704 2% 99,410 95,183 Stock-based compensation 4,035 8,059 (4,024) (50)% 18,189 24,517 Change in fair value of contingent consideration — (5,983) 5,983 (100)% — (16,790) Impairments 699,235 — 699,235 NM 699,235 — Other than temporary change in fair value of convertible notes receivable 20,000 42,681 (22,681) (53)% 20,000 42,681 Project 420 business optimization 2,600 — 2,600 NM 2,600 — Purchase price accounting step-up 59 2,247 (2,188) (97)% 1,610 12,054 Facility start-up and closure costs — 400 (400) (100)% — 1,300 Litigation costs, net of recoveries 2,758 3,363 (605) (18)% 5,254 8,439 Restructuring costs 6,133 5,178 955 18% 17,249 8,748 Transaction costs (income), net 605 3,465 (2,860) (83)% 2,563 13,061 Adjusted EBITDA $ 9,040 $ 10,154 $ (1,114) (11)%$ 27,391 $ 30,974	Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization For the three months ended For the nine months ended February 28, February 29, Change % Change February 28, February 29, (In thousands of U.S. dollars) 2025 2024 2025 vs. 2024 2025 2024 Net loss $(793,534)$(104,983)$(688,551) 656% $(913,461)$(207,029) Income tax expense (recovery), net 1,203 (2,871) 4,074 (142)% 4,125 1,013 Interest expense, net 8,378 8,517 (139) (2)% 25,986 26,977 Non-operating income (expense), net 24,022 17,239 6,783 39% 44,631 20,820 Amortization 33,546 32,842 704 2% 99,410 95,183 Stock-based compensation 4,035 8,059 (4,024) (50)% 18,189 24,517 Change in fair value of contingent consideration — (5,983) 5,983 (100)% — (16,790) Impairments 699,235 — 699,235 NM 699,235 — Other than temporary change in fair value of convertible notes receivable 20,000 42,681 (22,681) (53)% 20,000 42,681 Project 420 business optimization 2,600 — 2,600 NM 2,600 — Purchase price accounting step-up 59 2,247 (2,188) (97)% 1,610 12,054 Facility start-up and closure costs — 400 (400) (100)% — 1,300 Litigation costs, net of recoveries 2,758 3,363 (605) (18)% 5,254 8,439 Restructuring costs 6,133 5,178 955 18% 17,249 8,748 Transaction costs (income), net 605 3,465 (2,860) (83)% 2,563 13,061 Adjusted EBITDA $ 9,040 $ 10,154 $ (1,114) (11)%$ 27,391 $ 30,974	Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization For the three months ended For the nine months ended February 28, February 29, Change % Change February 28, February 29, (In thousands of U.S. dollars) 2025 2024 2025 vs. 2024 2025 2024 Net loss $(793,534)$(104,983)$(688,551) 656% $(913,461)$(207,029) Income tax expense (recovery), net 1,203 (2,871) 4,074 (142)% 4,125 1,013 Interest expense, net 8,378 8,517 (139) (2)% 25,986 26,977 Non-operating income (expense), net 24,022 17,239 6,783 39% 44,631 20,820 Amortization 33,546 32,842 704 2% 99,410 95,183 Stock-based compensation 4,035 8,059 (4,024) (50)% 18,189 24,517 Change in fair value of contingent consideration — (5,983) 5,983 (100)% — (16,790) Impairments 699,235 — 699,235 NM 699,235 — Other than temporary change in fair value of convertible notes receivable 20,000 42,681 (22,681) (53)% 20,000 42,681 Project 420 business optimization 2,600 — 2,600 NM 2,600 — Purchase price accounting step-up 59 2,247 (2,188) (97)% 1,610 12,054 Facility start-up and closure costs — 400 (400) (100)% — 1,300 Litigation costs, net of recoveries 2,758 3,363 (605) (18)% 5,254 8,439 Restructuring costs 6,133 5,178 955 18% 17,249 8,748 Transaction costs (income), net 605 3,465 (2,860) (83)% 2,563 13,061 Adjusted EBITDA $ 9,040 $ 10,154 $ (1,114) (11)%$ 27,391 $ 30,974	Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization For the three months ended For the nine months ended February 28, February 29, Change % Change February 28, February 29, (In thousands of U.S. dollars) 2025 2024 2025 vs. 2024 2025 2024 Net loss $(793,534)$(104,983)$(688,551) 656% $(913,461)$(207,029) Income tax expense (recovery), net 1,203 (2,871) 4,074 (142)% 4,125 1,013 Interest expense, net 8,378 8,517 (139) (2)% 25,986 26,977 Non-operating income (expense), net 24,022 17,239 6,783 39% 44,631 20,820 Amortization 33,546 32,842 704 2% 99,410 95,183 Stock-based compensation 4,035 8,059 (4,024) (50)% 18,189 24,517 Change in fair value of contingent consideration — (5,983) 5,983 (100)% — (16,790) Impairments 699,235 — 699,235 NM 699,235 — Other than temporary change in fair value of convertible notes receivable 20,000 42,681 (22,681) (53)% 20,000 42,681 Project 420 business optimization 2,600 — 2,600 NM 2,600 — Purchase price accounting step-up 59 2,247 (2,188) (97)% 1,610 12,054 Facility start-up and closure costs — 400 (400) (100)% — 1,300 Litigation costs, net of recoveries 2,758 3,363 (605) (18)% 5,254 8,439 Restructuring costs 6,133 5,178 955 18% 17,249 8,748 Transaction costs (income), net 605 3,465 (2,860) (83)% 2,563 13,061 Adjusted EBITDA $ 9,040 $ 10,154 $ (1,114) (11)%$ 27,391 $ 30,974	Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization For the three months ended For the nine months ended February 28, February 29, Change % Change February 28, February 29, (In thousands of U.S. dollars) 2025 2024 2025 vs. 2024 2025 2024 Net loss $(793,534)$(104,983)$(688,551) 656% $(913,461)$(207,029) Income tax expense (recovery), net 1,203 (2,871) 4,074 (142)% 4,125 1,013 Interest expense, net 8,378 8,517 (139) (2)% 25,986 26,977 Non-operating income (expense), net 24,022 17,239 6,783 39% 44,631 20,820 Amortization 33,546 32,842 704 2% 99,410 95,183 Stock-based compensation 4,035 8,059 (4,024) (50)% 18,189 24,517 Change in fair value of contingent consideration — (5,983) 5,983 (100)% — (16,790) Impairments 699,235 — 699,235 NM 699,235 — Other than temporary change in fair value of convertible notes receivable 20,000 42,681 (22,681) (53)% 20,000 42,681 Project 420 business optimization 2,600 — 2,600 NM 2,600 — Purchase price accounting step-up 59 2,247 (2,188) (97)% 1,610 12,054 Facility start-up and closure costs — 400 (400) (100)% — 1,300 Litigation costs, net of recoveries 2,758 3,363 (605) (18)% 5,254 8,439 Restructuring costs 6,133 5,178 955 18% 17,249 8,748 Transaction costs (income), net 605 3,465 (2,860) (83)% 2,563 13,061 Adjusted EBITDA $ 9,040 $ 10,154 $ (1,114) (11)%$ 27,391 $ 30,974	Change 2025 v	% Change s. 2024
	$(104,983) (2,871) 8,517 17,239 32,842 8,059 (5,983) — 42,681 — 2,247 400 3,363 5,178 3,465	$(688,551) 4,074 (139) 6,783 704 (4,024) 5,983 699,235 (22,681) 2,600 (2,188) (400) (605) 955 (2,860)	656% (142)% (2)% 39% 2% (50)% (100)% NM (53)% NM (97)% (100)% (18)% 18% (83)%	$(913,461) 4,125 25,986 44,631 99,410 18,189 — 699,235 20,000 2,600 1,610 — 5,254 17,249 2,563	$(207,029) 1,013 26,977 20,820 95,183 24,517 (16,790) — 42,681 — 12,054 1,300 8,439 8,748 13,061	$(706,432) 3,112 (991) 23,811 4,227 (6,328) 16,790 699,235 (22,681) 2,600 (10,444) (1,300) (3,185) 8,501 (10,498)	341% 307% (4)% 114% 4% (26)% (100)% NM (53)% NM (87)% (100)% (38)% 97% (80)%
$ 9,040	$ 10,154	$ (1,114)	(11)%	$ 27,391	$ 30,974	$ (3,583)	(12)%

(In thousands of U.S. dollars) Net loss attributable to stockholders of Tilray Brands, Inc. Non-operating income (expense), net Amortization Stock-based compensation Change in fair value of contingent consideration Impairments Other than temporary change in fair value of convertible notes receivable, attributable to stockholders of Tilray Brands, Inc.	For the three months ended February 28, February 29, 2025 2024 $(789,436)$ (92,701) 24,022 17,239 33,546 32,842 4,035 8,059 — (5,983) 699,235 — 13,600 29,023	For the three months ended February 28, February 29, 2025 2024 $(789,436)$ (92,701) 24,022 17,239 33,546 32,842 4,035 8,059 — (5,983) 699,235 — 13,600 29,023	Change % Change Change	For the nine months ended February 28, February 29, 2025 2024 $(913,943)$(213,234) 44,631 20,820 99,410 95,183 18,189 24,517 — (16,790) 699,235 — 13,600 29,023	For the nine months ended February 28, February 29, 2025 2024 $(913,943)$(213,234) 44,631 20,820 99,410 95,183 18,189 24,517 — (16,790) 699,235 — 13,600 29,023	Change % Change Change
	$(789,436) 24,022 33,546 4,035 — 699,235 13,600	$ (92,701) 17,239 32,842 8,059 (5,983) — 29,023	$(696,735) 752% 6,783 39% 704 2% (4,024) (50)% 5,983 (100)% 699,235 NM (15,423) (53)%	$(913,943) 44,631 99,410 18,189 — 699,235 13,600	$(213,234) 20,820 95,183 24,517 (16,790) — 29,023	$(700,709) 329% 23,811 114% 4,227 4% (6,328) (26)% 16,790 (100)% 699,235 NM (15,423) (53)%

Project 420 business optimization Facility start-up and closure costs Litigation costs, net of recoveries Restructuring costs Transaction costs (income) Adjusted net income (loss) Adjusted net income (loss) per share- basic and diluted	2,600 — 2,758 6,133 605	— 400 3,363 5,178 3,465	2,600 (400) (605) 955 (2,860)	NM (100)% (18)% 18% (83)%	2,600 — 5,254 17,249 2,563	— 1,300 8,439 8,748 13,061	2,600 (1,300) (3,185) 8,501 (10,498)	NM (100)% (38)% 97% (80)%
	$ (2,902)	$ 885	$ (3,787)	(428)%	$ (11,212)	$ (28,933)	$ 17,721	(61)%
	$ —	$ —	$ —	NM	$ (0.01)	$ (0.04)	$ 0.03	(75)%

Transaction costs (income) Adjusted net income (loss) Adjusted net income (loss) per share- basic and diluted	605 3,465 $ (2,902)$ 885 $ — $ —	605 3,465 $ (2,902)$ 885 $ — $ —	(2,860) $ (3,787) $ —	(83)% (428)% NM	2,563 13,061 $ (11,212)$ (28,933) $ (0.01)$ (0.04)	2,563 13,061 $ (11,212)$ (28,933) $ (0.01)$ (0.04)	(10,498) $ 17,721 $ 0.03	(80)% (61)% (75)%
Other Financial Information: Free Cash Flow (In thousands of U.S. dollars) Net cash used in operating activities Less: investments in capital and intangible assets, net Free cash flow Add: growth CAPEX Add: cash income taxes related to Aphria Diamond Add: integration costs related to HEXO Adjusted free cash flow	For the three months ended February 28, February 29, 2025 2024 $ (5,761)$ (15,361) (14,212) (8,727) $ (19,973)$ (24,088) 1,808 8,802 — 2,117 — 13,810 $ (18,165)$ 641		Change 2025 v	% Change s. 2024	For the nine months ended February 28, February 29, 2025 2024 $ (81,792)$ (61,612) (25,753)(18,373) $(107,545)$ (79,985) 6,318 13,647 — 16,333 — 25,955 $(101,227)$ (24,050)		Change 2025 v	% Change s. 2024
	$ (5,761) (14,212)	$ (15,361) (8,727)	$ 9,600 (5,485)	(62)% 63%	$ (81,792) (25,753)	$ (61,612) (18,373)	$ (20,180) (7,380)	33% 40%
	$ (19,973)	$ (24,088)	$ 4,115	(17)%	$(107,545)	$ (79,985)	$ (27,560)	34%
	1,808 — —	8,802 2,117 13,810	(6,994) (2,117) (13,810)	(79)% (100)% (100)%	6,318 — —	13,647 16,333 25,955	(7,329) (16,333) (25,955)	(54)% (100)% (100)%
	$ (18,165)	$ 641	$ (18,806)	(2934)%	$(101,227)	$ (24,050)	$ (77,177)	321%

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Tilray Brands, Inc. Earnings Release 2025

47621_rns_2025-04-08_cb3b05ef-cbc5-4041-b78b-70cf5d3a3dca.pdf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Item 2.02. Results of Operations and Financial Condition.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Tilray Brands Reports Q3 Fiscal 2025 Financial Results

Strengthens Balance Sheet with Convertible Note Reduction of $58 Million and Total Debt Reduction of $71 Million, $248 Million Available in Cash and Marketable Securities

– Strategic Growth Initiatives Third Quarter Fiscal Year 2025

– Financial Highlights Third Quarter Fiscal Year 2025

Company’s Fiscal Year 2025 Guidance

Live Conference Call and Audio Webcast

About Tilray Brands

Cautionary Statement Concerning Forward-Looking Statements

Use of Non-U.S. GAAP Financial Measures

Net Revenue by Operating Segment

Net Revenue by Operating Segment in Constant Currency

AI assistant

Tilray Brands, Inc. — Earnings Release 2025

47621_rns_2025-04-08_cb3b05ef-cbc5-4041-b78b-70cf5d3a3dca.pdf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Item 2.02. Results of Operations and Financial Condition.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Tilray Brands Reports Q3 Fiscal 2025 Financial Results

Strengthens Balance Sheet with Convertible Note Reduction of $58 Million and Total Debt Reduction of $71 Million, $248 Million Available in Cash and Marketable Securities

– Strategic Growth Initiatives Third Quarter Fiscal Year 2025

– Financial Highlights Third Quarter Fiscal Year 2025

Company’s Fiscal Year 2025 Guidance

Live Conference Call and Audio Webcast

About Tilray Brands

Cautionary Statement Concerning Forward-Looking Statements

Use of Non-U.S. GAAP Financial Measures

Net Revenue by Operating Segment

Net Revenue by Operating Segment in Constant Currency

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Tilray Brands, Inc. Earnings Release 2025