Financial Analysis

9. Business Acquisitions Acquisition of Craft Beverage Business Portfolio II Effective September 1, 2024, the Company acquired four craft beer brands and breweries from Molson Coors Beverage Company (Molson) including Atwater Brewery, Hop Valley Brewing Company, Terrapin Beer Co., and Revolver Brewing (the Craft Acquisition II). The purpose of the acquisition was to continue broadening Tilrays beverage brand strategy. In consideration for the acquisition, the Company paid a total purchase price of $22,979 in cash, which was subject to certain customary post-closing working capital adjustments. The table below summarizes the fair value of the assets acquired and the liabilities assumed for the Craft Acquisition II at the effective acquisition date as follows: Amount Consideration Cash consideration $ 22,979 Net assets acquired Current assets Cash and cash equivalents 4,869 Accounts receivable 1,993 Inventory 6,844 Prepaids and other current assets 185 Long-term assets Capital assets 20,916 Finance lease, right-of-use assets 1,869 Operating lease, right-of-use assets 1,884 Total assets 38,560 Current liabilities Accounts payable and accrued liabilities 11,828 Current portion of finance lease liabilities 354 Current portion of operating lease liabilities 564 Long - term liabilities Finance lease liabilities 1,515 Operating lease liabilities 1,320 Total liabilities 15,581 Total net assets acquired 22,979 In the event that the Craft Acquisition II had occurred on June 1, 2024, the …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

27. Commitments and contingencies Purchase and other commitments The Company has payments on long-term debt (refer to Note 15 Long-term debt), convertible notes (refer to Note 16 Convertible Debentures), material purchase commitments and construction commitments as follows: Total 2027 2028 2029 2030 Thereafter Long-term debt repayment $ 139,178 18,160 41,708 49,833 3,677 25,800 Convertible debentures payable 88,000 88,000 Material purchase obligations 59,562 48,256 9,568 551 579 608 Construction commitments 663 663 Total $ 287,403 $ 67,079 $ 139,276 $ 50,384 $ 4,256 $ 26,408 Legal proceedings In the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available and available insurance coverage, our management believes that it has established appropriate legal reserves. Any increm …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

For the year ended May 31, 2026 2025 2024 Beverage revenue $ 265,457 $ 253,181 $ 213,614 Beverage excise taxes (11,481 ) (12,586 ) (11,520 ) Net beverage revenue 253,976 240,595 202,094 Cannabis revenue 352,306 330,609 370,692 Cannabis excise taxes (83,964 ) (81,608 ) (97,894 ) Net cannabis revenue 268,342 249,001 272,798 Distribution revenue 327,244 271,228 258,740 Wellness revenue 65,892 60,485 55,310 Total $ 915,454 $ 821,309 $ 788,942

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12. Income taxes and deferred income taxes Income (loss) before income taxes includes the following components: For the year ended May 31, 2026 2025 2024 United States $ (115,357 ) $ (1,648,187 ) $ (126,735 ) Canada (17,409 ) (277,811 ) (106,822 ) Other countries 44,706 (376,375 ) (15,463 ) $ (88,060 ) $ (2,302,373 ) $ (249,020 ) The (recoveries) expense for income taxes consists of: For the year ended May 31, 2026 Current: Federal $ 164 State 1,302 Foreign 7,617 Total $ 9,083 Deferred: Federal $ (10,552 ) State 1,572 Foreign 16,995 Total $ 8,015 Income tax expense, net $ 17,098 The (recoveries) expense for income taxes for the comparative periods are as follows: For the year ended May 31, 2025 2024 Current: United States $ 1,974 $ 497 Canada 177 10,819 Other countries 2,343 940 $ 4,494 $ 12,256 Deferred: United States $ (10,015 ) $ (723 ) Canada (7,435 ) (33,422 ) Other countries (108,061 ) (4,727 ) $ (125,511 ) $ (38,872 ) Income tax benefits, net $ (121,017 ) $ (26,616 ) A reconciliation of income taxes at the statutory rate with the reported taxes under ASU No. 2023 - 09, Improvements to Income Tax Disclosures, is as follows: For the year ended May 31, 2026 Amount Percent Expected Income Tax Expense at the Federal Statutory Rate of 21% $ (18,492 ) 21.0 % Domestic Imputed Interest 6,314 (7.2 )% Pre-tax book income (loss) from DRE's 6,229 (7.1 )% Section 162(m) 2,862 (3.3 )% Return-to-provision and other prior period adjustments (2) 28,318 (32.2 )% Changes in valuation allo …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

15. Long-term debt The following table sets forth the net carrying amount of long-term debt instruments: May 31, May 31, 2026 2025 Mortgage payable - C$ 53,000 - Canadian prime plus an applicable margin, 3 -year term, with a 10 -year amortization, repayable in equal quarterly payments due in February 2028 $ 34,310 $ 38,690 Mortgage payable - C$ 25,000 - Canadian prime plus 1.00 %, compounded monthly, 5 -year term, with a 15 -year amortization, repayable in equal monthly installments of C$ 181 including interest, due in July 2033 8,420 11,501 Mortgage payable - C$ 25,000 - Canadian prime plus 1.00 %, compounded monthly, 5 -year term, with a 15 -year amortization, repayable in equal monthly installments of C$ 196 including interest, due in July 2033 10,356 9,354 Term loan - C$ 1,250 - Canadian prime plus 1.50 %, 5 -year term, with a 10 -year amortization, repayable in equal monthly installments of C$ 12 including interest, due in August 2026 23 157 Mortgage payable - C$ 3,750 - Canadian prime plus 1.50 %, 5 -year term, with a 20 -year amortization, repayable in equal monthly installments of C$ 23 including interest, due in August 2026 1,890 2,020 Term loan - 3,500 - at 4.59 %, 5 -year term, repayable in monthly installments of 52 plus interest, due in August 2028 1,822 2,546 Mortgage payable - $ 22,635 - EURIBOR rate plus 1.5 %, 10 -year term, repayable in monthly installments of $ 57 to $ 69 , due in October 2030 18,669 19,418 Term loan - $ 90,000 - SOFR plus an applicable mar …

LongTermDebtTextBlock · excerpt; the full note is in the filing

New accounting pronouncements not yet adopted In August 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 05, Business Combination - Joint Venture Formations (Subtopic 805 - 60 ) Recognition and Initial Measurement (ASU 2023 - 05 ), which is intended to address the accounting for contributions made to a joint venture. ASU 2023 - 05 is effective for the Company beginning June 1, 2026. This update will be applied prospectively and the Company is currently evaluating the effect of adopting this ASU. In November 2024, the FASB issued ASU 2024 - 03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024 - 03 is effective for the Company beginning fiscal year ended May 31, 2028 and will be disclosed in the Annual Report on Form 10 -K for such period. The Company is currently evaluating the effect of adopting this ASU. New accounting pronouncements recently adopted In November 2024, the FASB issued ASU 2024 - 04, Debt with Conversion and Other Options (Subtopic 470 - 20 ): Induced Conversions of Convertible Debt Instruments, which seeks to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The Company adopted ASU 2024 - 04 beginning Jun …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

5. Related party transactions In the normal course of business, the Company enters into related party transactions with certain entities under common control and joint ventures as detailed below. Solana Life Group, S. de R.L. On October 13, 2025, the Company entered into a strategic partnership for medical cannabis operations in Panama. Under this partnership, the Company holds a 25% equity interest in Solana Life Group, S. de R.L., a Panamanian entity. The joint venture is engaged in the importation, distribution, and commercialization of medical cannabis products in Panama. During the fiscal year ended May 31, 2026, there were no transactions with this entity. RIKI Ventures, LLC The Company entered into a strategic partnership on December 12, 2022 with RIKI Ventures, LLC. in which the Company had a joint venture arrangement with a 50% ownership and voting interest. This venture was held by our craft beverage company Breckenridge. During the fiscal year ended May 31, 2025, there were no transactions with this entity and the Company dissolved its membership interest in RIKI Ventures, LLC. During the fiscal year ended May 31, 2026, as a result of the sold membership interest, RIKI Ventures paid a termination fee of $77 that was recorded within the Consolidated Statement of Loss, within other non-operating (losses) gains, net. The Company also has the following related party employment arrangements. Benjamin Persofsky (son of Director, Renah Persofsky) is employed as Senior Leg …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

24. Restructuring In connection with the execution of our acquisition strategy and strategic transactions, the Company has incurred restructuring and exit costs associated with the integration efforts of these transactions. In connection with these efforts, the Company incurred $13,113, $34,283 and $15,581 of restructuring costs for the fiscal years ended May 31, 2026 , 2025 and 2024, respectively. All restructuring plans are approved at the executive level, and their associated expenses are recognized in the period in which the plan is committed. Within the Cannabis segment, during the fiscal year ended May 31, 2026 , the Company incurred restructuring expenses totaling $6,258. These charges included $4,573 associated with the restructuring of the Quebec facility to transition from vegetable cultivation to cannabis cultivation in response to increased global cannabis demand, $1,093 related to employee termination severance and benefits associated with the reorganization of the Canadian cannabis commercial function, and $221 related to the wind-down of certain non-operating entities. Additionally, the Company recognized $371 related to its Fort Collins, CO partially vacant warehouse that was previously held for sale and was divested during the fiscal year ended May 31, 2026 . See Note 6 (capital assets). Within the Beverage segment, restructuring activities primarily related to Project 420, a business optimization plan designed to consolidate production, streamline operations …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

21. Net revenue Net revenue is comprised of: For the year ended May 31, 2026 2025 2024 Beverage revenue $ 265,457 $ 253,181 $ 213,614 Beverage excise taxes (11,481 ) (12,586 ) (11,520 ) Net beverage revenue 253,976 240,595 202,094 Cannabis revenue 352,306 330,609 370,692 Cannabis excise taxes (83,964 ) (81,608 ) (97,894 ) Net cannabis revenue 268,342 249,001 272,798 Distribution revenue 327,244 271,228 258,740 Wellness revenue 65,892 60,485 55,310 Total $ 915,454 $ 821,309 $ 788,942 Included in revenue from Canadian adult-use cannabis is $nil of advisory services revenue for the fiscal year ended May 31, 2026, compared to $1,460 and $1,500 of advisory services for the fiscal year ended May 31, 2025 and May 31, 2024, respectively.

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29. Segment reporting Our Companys Chief Operating Decision Maker (CODM) is the Chairman of the Board of Directors and Chief Executive Officer. The CODM uses segment gross profit for the purpose of resource allocation, assessment of segment performance against determined targets, and in deciding whether to implement cost saving targets. The Company operates in four segments. 1 ) cannabis operations, which encompasses the production, distribution, sale, co-manufacturing and advisory services of both medical and adult-use cannabis, 2 ) beverage operations, which encompasses the production, marketing and sale of beverage products, 3 ) distribution operations, which encompasses the purchase and resale of pharmaceuticals products to customers, and 4 ) wellness products, which encompasses hemp foods and cannabidiol (CBD) products. This structure is in line with how our CODM assesses our performance and allocates resources. Operating segments have not been aggregated and no asset information is provided for the segments because the Companys CODM does not receive asset information by segment on a regular basis. The following tables reconcile the Companys segment gross profit to consolidated U.S. GAAP results: For the year ended May 31, 2026 2025 2024 Beverage Net beverage revenue $ 253,976 $ 240,595 $ 202,094 Beverage costs 162,743 147,591 113,522 Beverage gross profit 91,233 93,004 88,572 Cannabis Net cannabis revenue 268,342 249,001 272,798 Cannabis costs 161,256 150,005 182,594 Ca …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"3. Significant accounting policies The significant accounting policies used by the Company are as follows: Cash and cash equivalents Cash and cash equivalents are comprised of cash and highly liquid investments that are both readily convertible into known amounts of cash with original maturities of three months or less. Cash and cash equivalents include amounts held in United States dollar, Canadian dollar, Euro, Australian dollar, Colombian peso, Argentine peso, British Pound Sterling, and corporate bonds, commercial paper, treasury bills and money market funds. Restricted cash We classify cash that is legally or contractually restricted as to withdrawal or usage as restricted cash. As of May 31, 2026 , the Company reported $3,365 of restricted cash related to the funds held in trust in connection with the acquisition of BrewDog, which was completed on March 2, 2026 . Marketable Securities We classify term deposits and other investments that have maturities of greater than three months but less than one year as marketable securities. The fair value of marketable securities is based on quoted market prices for publicly traded securities. Marketable securities are carried at fair value with changes in fair value recorded in the consolidated statement of net loss and comprehensive loss within the line Non-operating income (expense), net. Accounts receivable The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in its accounts re …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

18. Stockholders equity Issued and outstanding Pursuant to its Fifth Amended and Restated Certificate of Incorporation, the total number of shares that the Company is authorized to issue is 1,426,000,000 shares, of which 1,416,000,000 shares are Common Stock (the Common Stock), and 10,000,000 shares of which are Preferred Stock (the Preferred Stock). As of May 31, 2026 , the Company had issued and outstanding 131,683,075 shares of Common Stock, 589,217 shares of Treasury Stock (the Treasury Stock) and no Preferred Stock. Historically, the Company has issued shares of its Common Stock in consideration for acquisitions and other strategic transactions, settlement of convertible notes, settlement of litigation claims, in connection with public offerings and as payment of dividends to non-controlling interests for profit distributions. During the fiscal year ended May 31, 2026 , the Company issued the following shares: a) 19,625,505 shares of Common Stock were issued pursuant to its At-the-Market (ATM) program, which generated gross proceeds of $161,636 and net proceeds of $157,974, after deducting $3,662 in commissions and other fees associated with these issuances. b) 3,138,878 shares of Common Stock were issued in the amount of $17,157 to exchange the aggregate principal of $17,000 of its TLRY 27 Notes for cancellation. Upon exchanging the TLRY 27 Notes, a portion of the settlement consideration was allocated to the equity component of the instrument and was recognized as a $4 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

30. Subsequent Events From June 1, 2026 to June 4, 2026, the Company issued an additional 639,581 shares in connection with the Companys ATM Program, thereby generating gross proceeds of $3,528. The Company netted proceeds of $3,457 after commissions and other fees associated with these issuances in the amount of $71. From June 1, 2026 to June 24, 2026, Tilray entered into three private debt-for-equity Exchange Transactions with unrelated parties. Pursuant to the Exchange Transactions, the Company issued an aggregate of 3,852,527 shares of Common Stock in exchange for $18,000 aggregate principal amount of the TLRY 27 Notes due June 15, 2027. As a result, $70,000 of principal remains outstanding on the Companys TLRY 27 Notes as of the date of this filing. On July 24, 2026, American Beverage Crafts Group, Inc., a wholly owned subsidiary of the Company, entered into a Sixth Amendment to Credit Agreement (the Sixth Amendment) with Bank of America, N.A., as administrative agent, and the lenders party thereto. The Sixth Amendment amends the Credit Agreement dated June 30, 2023 and, among other things, reflects revisions to the Companys credit facilities, including a reduction in the revolving commitments from $25,000 to $15,000 and modifications to certain of the financial covenants. The Sixth Amendment also acknowledges a voluntary principal prepayment of $10,000 million made on May 29, 2026, and includes various amendments, consents and other provisions relating to certain corpor …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

Note 7. Business a cquisitions Acquisition of Craft Beverage Business Portfolio II Effective September 1, 2024, the Company acquired four craft beer brands and breweries from Molson Coors Beverage Company (Molson) including Atwater Brewery, Hop Valley Brewing Company, Terrapin Beer Co., and Revolver Brewing (the Craft Acquisition II). The purpose of the acquisition was to continue broadening Tilray's beverage brand strategy. In consideration for the acquisition, the Company paid a total purchase price of $22,979 in cash, which was subject to certain customary post-closing working capital adjustments. The table below summarizes the fair value of the assets acquired and the liabilities assumed for the Craft Acquisition II at the effective acquisition date as follows: Amount Consideration Cash consideration $ 22,979 Net assets acquired Current assets Cash and cash equivalents 4,869 Accounts receivable 1,993 Inventory 6,844 Prepaids and other current assets 185 Long-term assets Capital assets 20,916 Finance lease, right-of-use assets 1,869 Operating lease, right-of-use assets 1,884 Total assets 38,560 Current liabilities Accounts payable and accrued liabilities 11,828 Current portion of finance lease liabilities 354 Current portion of operating lease liabilities 564 Long - term liabilities Finance lease liabilities 1,515 Operating lease liabilities 1,320 Total liabilities 15,581 Total net assets acquired 22,979 In the event that the Craft Acquisition II had occurred on June 1, 20 …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 18. Commitments and contingencies Purchase and other commitments The Company has financial commitments on long-term debt, refer to Note 11 (Long-term debt), convertible notes, refer to Note 12 (Convertible debentures payable), material purchase commitments inclusive of multi-period sponsorship rights and construction commitments as follows: Total 2026 2027 2028 2029 Thereafter Long-term debt repayment $ 153,338 $ 17,453 $ 11,305 $ 93,692 $ 3,697 $ 27,191 Convertible debentures payable 100,000 100,000 Material purchase obligations 61,930 32,529 29,401 Construction commitments 2,536 881 525 551 579 Total $ 317,804 $ 50,863 $ 41,231 $ 194,243 $ 4,276 $ 27,191 Legal proceedings In the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available and available insurance coverage …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

For the three months ended For the nine months ended February 28, February 28, February 28, February 28, 2026 2025 2026 2025 Beverage revenue $ 44,524 $ 58,009 $ 156,588 $ 184,033 Beverage excise taxes (1,966 ) (2,088 ) (8,208 ) (9,059 ) Net beverage revenue 42,558 55,921 148,380 174,974 Cannabis revenue 83,835 72,982 261,778 241,384 Cannabis excise taxes (19,007 ) (18,708 ) (64,907 ) (60,209 ) 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 Total $ 206,732 $ 185,780 $ 633,740 $ 596,774

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Note 17. Income taxes The determination of the Companys overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal, state, and foreign jurisdictions. Tax law changes, increases, and decreases in temporary and permanent differences between book and tax items, valuation allowances against the deferred tax assets, stock compensation, and the Companys change in income in each jurisdiction all affect the overall effective tax rate. It is the Companys practice to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company reported income tax expense of $1,974 and $3,235 for the three and nine months ended February 28, 2026 , and $1,203 and $4,125 for the three and nine months ended February 28, 2025. The income tax expense in the current period varies from the US statutory income tax rate and prior year period primarily due to the geographical mix of earnings and losses with no tax benefit resulting from valuation allowances in certain jurisdictions. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 11. Long-term debt The following table sets forth the net carrying amount of long-term debt instruments: February 28, May 31, 2026 2025 Term loan - C$ 53,000 - Canadian prime plus an applicable margin, 3 -year term, with a 10 -year amortization, repayable in equal quarterly payments due in February 2028 $ 35,770 $ 38,690 Term loan - C$ 25,000 - Canadian prime plus 1.00 %, compounded monthly, 5 -year term, with a 15 -year amortization, repayable in equal monthly installments of C$ 181 including interest, due in July 2033 10,647 11,501 Term loan - C$ 25,000 - Canadian prime plus 1.00 %, compounded monthly, 5 -year term, with a 15 -year amortization, repayable in equal monthly installments of C$ 196 including interest, due in July 2033 8,660 9,354 Term loan - C$ 1,250 - Canadian prime plus 1.50 %, 5 -year term, with a 10 -year amortization, repayable in equal monthly installments of C$ 12 including interest, due in August 2026 57 157 Mortgage payable - C$ 3,750 - Canadian prime plus 1.50 %, 5 -year term, with a 20 -year amortization, repayable in equal monthly installments of C$ 23 including interest, due in August 2026 1,924 2,020 Term loan - 3,500 - at 4.59 %, 5 -year term, repayable in monthly installments of 52 plus interest, due in August 2028 2,047 2,546 Mortgage payable - $ 22,635 - EURIBOR rate plus 1.5 %, 10 -year term, repayable in monthly installments of $ 57 to $ 69 , due in October 2030 18,858 19,418 Term loan - $ 90,000 - SOFR plus an applicable margin, 5 -yea …

LongTermDebtTextBlock · excerpt; the full note is in the filing

New accounting pronouncements not yet adopted In August 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 05, Business Combination - Joint Venture Formations (Subtopic 805 - 60 ) Recognition and Initial Measurement (ASU 2023 - 05 ), which is intended to address the accounting for contributions made to a joint venture. ASU 2023 - 05 is effective for the Company beginning June 1, 2026. This update will be applied prospectively and the Company is currently evaluating the effect of adopting this ASU. In October 2023, the FASB issued ASU 2023 - 06, Disclosure Improvements: Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the Codification). The effective date for each amendment will be the date on which the SECs removal of that related disclosure from Regulation S- X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S- X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the effect of adopting this ASU. In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ) Improvements to Income Tax Disclosures, w …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Note 22. Restructuring charges In connection with the integration of certain acquisitions and strategic transactions, the Company has incurred restructuring and exit costs in the amount of $4,087 and $5,921 for the three and nine months ended February 28, 2026 , compared to $6,133 and $17,249 for the three and nine months ended February 28, 2025. All restructuring plans are approved at the executive level, and their associated expenses are recognized in the period in which the plan is committed or otherwise incurred. Within the Cannabis segment, during the nine months ended February 28, 2026, the Company incurred restructuring expenses totaling $5,259. These charges included $3,739 associated with the restructuring of the Quebec facility to transition from vegetable cultivation to cannabis cultivation in response to increased global cannabis demand, $992 related to employee termination severance and benefits associated with the reorganization of the Canadian cannabis commercial function, and $177 related to the wind-down of certain non-operating entities. Additionally, the Company recognized $351 related to its Fort Collins, CO partially vacant warehouse that was previously held for sale and was divested during the three months ended February 28, 2026. See Note 3 (capital assets). During the fiscal year ended May 31, 2025, the Company accrued $8,500 of restructuring charges related to the closure of Hop Valley and other Project 420 initiatives within the Beverage segment, of …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Note 19. Net revenue The Company reports Net revenue in four reporting segments: beverage, cannabis, distribution, and wellness. Net revenue for the three and nine months ended February 28, 2026 and three and nine months ended February 28, 2025 were as follows: For the three months ended For the nine months ended February 28, February 28, February 28, February 28, 2026 2025 2026 2025 Beverage revenue $ 44,524 $ 58,009 $ 156,588 $ 184,033 Beverage excise taxes (1,966 ) (2,088 ) (8,208 ) (9,059 ) Net beverage revenue 42,558 55,921 148,380 174,974 Cannabis revenue 83,835 72,982 261,778 241,384 Cannabis excise taxes (19,007 ) (18,708 ) (64,907 ) (60,209 ) 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 Total $ 206,732 $ 185,780 $ 633,740 $ 596,774

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Note 25. Segment reporting Our Companys Chief Operating Decision Maker (CODM) is the Chairman of the Board of Directors and Chief Executive Officer. The CODM uses segment gross profit for the purpose of resource allocation, assessment of segment performance against determined targets, and in deciding whether to implement cost saving targets. The Company operates in four segments. 1 ) cannabis operations, which encompasses the production, distribution, sale, co-manufacturing and advisory services of both medical and adult-use cannabis, 2 ) beverage operations, which encompasses the production, marketing and sale of beverage products, 3 ) distribution operations, which encompasses the purchase and resale of pharmaceuticals products to customers, and 4 ) wellness products, which encompasses wellness and better-for-you foods and beverages. This structure is in line with how our CODM assesses our performance and allocates resources. Operating segments have not been aggregated and no asset information is provided for the segments because the Companys CODM does not receive asset information by segment on a regular basis. The following tables reconcile the Companys segment gross profit to consolidated U.S. GAAP results: For the three months ended For the nine months ended February 28, February 28, February 28, February 28, 2026 2025 2026 2025 Beverage Net beverage revenue $ 42,558 $ 55,921 $ 148,380 $ 174,974 Beverage costs 28,977 35,986 97,741 106,961 Beverage gross profit 13,581 19 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 14. Stockholders' equity Issued and outstanding Pursuant to its Fifth Amended and Restated Certificate of Incorporation, the total number of shares that the Company is authorized to issue is 1,426,000,000 shares, of which 1,416,000,000 shares are Common Stock, and 10,000,000 shares of which are Preferred Stock (the Preferred Stock). As of February 28, 2026 , the Company had issued and outstanding 116,546,939 shares of Common Stock, 321,391 shares of Treasury Stock (the Treasury Stock) and no Preferred Stock. Historically, the Company has issued shares of its Common Stock in consideration for acquisitions and other strategic transactions, settlement of convertible notes, settlement of litigation claims, in connection with public offerings and as payment of dividends to non-controlling interests for profit distributions. During the nine months ended February 28, 2026 , the Company had the following changes in shares of Common Stock: a) 6,777,224 shares of Common Stock were issued pursuant to its At-the-Market (ATM) program, which generated gross proceeds of $76,643 and net proceeds of $73,056, after deducting $3,587 in commissions and other fees associated with these issuances. b) 1,259,182 shares of Common Stock were issued in the amount of $4,800 to exchange the aggregate principal of $5,000 of its TLRY 27 Notes for cancellation. Upon exchanging the TLRY 27 Notes, a portion of the settlement consideration was allocated to the equity component of the instrument and was re …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Note 26. Subsequent Events On March 2, 2026, Tilray Brands UK Ltd (Tilray UK), a wholly owned subsidiary of the Company, entered into a Business and Asset Sale Agreement (the BrewDog BASA). Under the BrewDog BASA, Tilray UK acquired certain business operations and assets of BrewDog plc and certain of its subsidiary undertakings (collectively, the BrewDog Group) through a pre-packaged administration process in Scotland under the Insolvency Act 1986, with the intent for Tilray UK to carry on the acquired business operations and assets as a going concern. . The assets acquired included the brewery located in Ellon, Aberdeenshire, Scotland (the UK Brewery), the on-line business, the retail business, 11 of the BrewDog strategic brewpubs in Scotland, England and Ireland and all the intellectual property rights relating to the BrewDog brand, including sub-brands such as Punk IPA, Hazy Jane, Wingman, Elvis Juice and Dead Pony Club. The purchase price was 33,000 (approximately $44,100). On March 9, 2026, the Company acquired BrewDog Brewing Australia Pty Ltd., which included BrewDogs Australian brewery, along with two hospitality venues in Australia for a nominal consideration. On March 16, 2026, Tilray BrewDog U.S., Inc., a wholly-owned subsidiary of the Company, entered into an asset purchase agreement to acquire certain strategic BrewDog assets in the U.S., including a brewery, pub, and hotel in Columbus, Ohio, as well as pubs located in New Albany, Ohio, Cleveland, Ohio, and Las V …

SubsequentEventsTextBlock · excerpt; the full note is in the filing