SRSEC Reporting Desk

Tilray Brands, Inc. (TLRY) – SEC staff letter

2026-03-05 · Re: Form 10-K for the fiscal year ended May 31, 2025 Form 10-Q for the quarterly period ended August 31, 2025 · Accession 0000000000-26-002256 · 1 staff comment(s) issued

Company response(s): 2026-03-13

MD&A: Results & Known TrendsFair Value & Investments

2026-03-05 · 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: We have read your response to comment one. Please further revise your future filings as applicable to highlight that the change in fair value of contingent consideration of $15.0 million recognized during the three months ended August 31, 2025, resulted in net income for the period then ended, when we note you historically report a net loss. letter →
Company response: to comment one. Please further revise your future filings as applicable to highlight that the change in fair value of contingent consideration of $15.0 million recognized during the three months ended August 31, 2025, resulted in net income for the period then ended, when we note you historically report a net loss. We appreciate the Staff’s comment and respectfully submit that we will revise our future filings pursuant to your comment above. response letter →
MD&A: Results & Known TrendsFair Value & Investments

Full letter on EDGAR → · Filing index · All Tilray Brands, Inc. (TLRY) correspondence

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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