Tilray Brands, Inc. (TLRY) – SEC staff letter
2026-02-18 · Re: Form 10-K for the fiscal year ended May 31, 2025 Form 10-Q for the quarterly period ended August 31, 2025 · Accession 0000000000-26-001643 · 2 staff comment(s) issued
Company response(s): 2026-02-27
Segment Reporting (ASC 280)MD&A: Results & Known TrendsFair Value & Investments
2026-02-18 · Form 10-K for the fiscal year ended May 31, 2025 Form 10-Q for the quarterly period ended August 31, 2025 · Comment 1 · Results of Operations, page 28 Agreed to revise
Staff comment: You state on page 39 that "During the three months ended August 31, 2025, the Company recognized $15.0 million of change in the fair value of contingent consideration as the likelihood of achievement decreased to 0% of such contingent consideration related to the Montauk Brewing acquisition." However, we note from page 110 of your May 31, 2025 Form 10-K that the probability of achieving such contingent consideration was "100%" as of that date. Please explain to us in detail and revise your future filings as necessary to describe the events that transpired during the three months ended August 31, 2025 that resulted in your determination that the $15.0 million payout was no longer likely to…
letter → Company response: to the Staff’s comment, the Company respectfully submits that we will revise our future filings, as necessary, to describe the events that transpired during the three months ended August 31, 2025 that resulted in our determination that the $15.0 million payout was no longer likely to occur at all.
response letter → 2026-02-18 · Form 10-K for the fiscal year ended May 31, 2025 Form 10-Q for the quarterly period ended August 31, 2025 · Comment 2 · Results of Operations, page 47 Awaiting / response not in dataset
Staff comment: We note the discussions of the changes in your revenue and gross margin for each of the reportable segments on pages 51-54 do not provide quantifications of the significant factors that you have identified as impacting those changes for the periods presented. For example, on page 52, you state that the decrease in adult-use cannabis, your largest cannabis channel, was driven by, among other things, your "renewed focus on preserving gross margin and maintaining a higher average selling price in growing categories such as vapes that have experienced a high degree of price compression." Without quantification of selling price and price compression, a reader is not able to fully understand the…
letter → Full letter on EDGAR → · Filing index · All Tilray Brands, Inc. (TLRY) correspondence
Segment Reporting (ASC 280) – what to check: Check ASU 2023-07 significant segment expense disclosure, CODM identification, and that MD&A segment discussion matches the ASC 280 note.
MD&A: Results & Known Trends – what to check: Quantify drivers of changes (price vs. volume), discuss known trends and uncertainties, and avoid repeating the financial statements.
Fair Value & Investments – what to check: Disclose Level 3 valuation techniques and significant unobservable inputs, and support equity-method vs. fair value elections.
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