Tilray Brands, Inc. 8-K Filing

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Key Financial Figures

• $0.0001 — registered Symbol(s) Common Stock , $0.0001 par TLRY value per share The Nasd

Filing Documents

• tlry20251122_8k.htm (8-K) — 30KB
• ex_892363.htm (EX-3.1) — 8KB
• ex_892350.htm (EX-99.1) — 12KB
• 0001437749-25-036448.txt ( ) — 189KB
• tlry-20251126.xsd (EX-101.SCH) — 3KB
• tlry-20251126_def.xml (EX-101.DEF) — 12KB
• tlry-20251126_lab.xml (EX-101.LAB) — 15KB
• tlry-20251126_pre.xml (EX-101.PRE) — 12KB
• tlry20251122_8k_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The board of directors ("Board") of Tilray Brands, Inc., a Delaware corporation (the "Company" or "Tilray"), approved the implementation of a reverse stock split of the Company's outstanding shares of common stock, par value $0.0001 per share ("Common Stock"), at a ratio of one-for-ten (the "Reverse Stock Split"), as previously approved at the special meeting of stockholders held on June 10, 2025. The Reverse Stock Split will become legally effective as of 4:01 p.m. Eastern Standard Time on December 1, 2025 (the "Legal Effective Date"), and the Common Stock will open for trading on The Nasdaq Global Select Market and the Toronto Stock Exchange on a reverse split-adjusted basis on December 2, 2025, under the existing trading symbol "TLRY" and with the new CUSIP number of 88688T209 . Reason for the Reverse Stock Split . The Company is effectuating the Reverse Stock Split in order to achieve several expected objectives, including (i) aligning Tilray's number of shares outstanding with companies of its size and scope; (ii) making Tilray more attractive to institutional shareholders; and (iii) reducing expenditures associated with Tilray's Annual Meeting of Stockholders. Effects of the Reverse Stock Split. On the Legal Effective Date, every ten shares of the Common Stock issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.0001 per share. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 88688T209 . No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded down to the nearest whole share and stockholders will receive cash in lieu of any fractional shares that would have been created by the Reverse Stock Split. Each stockholder's percentag

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On November 26, 2025, the Company issued a press release disclosing the Reverse Stock Split and the effects thereof. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of the Company, filed on November 26, 2025 . 99.1 Press release, dated November 26, 2025 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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 thereunto duly authorized. Tilray Brands, Inc. Date: November 26, 2025 By: /s/ Mitchell Gendel Name: Mitchell Gendel Title: Global General Counsel

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