Tilray Brands, Inc. (TLRY) – Company response
2026-02-27 · Re: Form 10-K for the fiscal year ended May 31, 2025 Form 10-Q for the quarterly period ended August 31, 2025 · Accession 0001437749-26-006040 · Agreed to revise
Responds to staff letter of 2026-02-18.
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 →
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.
Templates & resources
- AICPA & CIMA – SEC reporting resources (AICPA & CIMA · Professional body · Free / member)
- BDO Accounting, Reporting & Compliance Hub (ARCH) (BDO · Firm guide · Free)
- Deloitte DART – Roadmap Series (Deloitte · Firm guide · Free)
- Deloitte Roadmap: SEC Comment Letter Considerations (Deloitte · Firm guide · Free)
- KPMG Financial Reporting View (KPMG · Firm guide · Free)
- PwC Viewpoint (PwC · Firm guide · Free / paid)
- RSM Financial Reporting Resource Center (RSM · Firm guide · Free)
- SEC – EDGAR Full Text Search (SEC · Regulator · Free)