Note 1. Basis of presentation and summary of significant accounting policies
\n\u00a0
\nThe accompanying unaudited condensed interim consolidated financial statements reflect the accounts of the Company for the quarterly period ended August 31, 2026\u00a0(the \u201cFinancial Statements\u201d). The Financial Statements were prepared in accordance with generally accepted accounting principles in the United States of America (\u201cU.S. GAAP\u201d) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (\u201cSEC\u201d) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP and should be read in conjunction with the audited consolidated financial statements (the \u201cAnnual Financial Statements\u201d) included in the Company\u2019s Annual Report on Form 10-K for the fiscal year ended\u00a0 May 31, 2026\u00a0(the \u201cAnnual Report\u201d). These\u00a0Financial Statements reflect all adjustments, which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for the\u00a0full fiscal year.\u00a0
\n\u00a0
\nThe\u00a0Financial Statements have been prepared on a\u00a0going concern basis, which assumes that the Company will continue in operation for at least one year after the date the Financial Statements are issued and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company\u2019s accounting policies.
\n\u00a0
\nAll amounts in the Financial Statements, and the accompanying notes and tables have been rounded to the nearest thousand, except par values and per share amounts, and unless otherwise indicated.
\n\u00a0
\nBasis of consolidation
\n\u00a0
\nSubsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity.\u00a0In certain circumstances, such as with the BrewDog US acquisition, the Company may also consolidate an entity or a group of acquired assets and assumed liabilities where the Company has obtained effective\u00a0control over the relevant operations, notwithstanding that certain regulatory approvals, licensing transfers, or other administrative matters remain pending as of the date control is obtained. In such cases, consolidation commences on the date the Company obtains the power to direct the relevant activities and is exposed to the variable returns of the operations, consistent with the guidance in ASC 810 and, where applicable, the acquisition date determined under ASC 805, see Note 7\u00a0(Business acquisitions).
\n\u00a0
\nThe financial statements of all subsidiaries are included in the Financial Statements from the date that control commences until the date that control ceases. All intercompany balances and transactions have been eliminated on consolidation. A complete list of our subsidiaries that existed as of our most recent fiscal year end is included in the Annual Report.
\n\u00a0
\nRestricted cash
\n\u00a0
\nWe classify cash that is\u00a0legally or contractually\u00a0restricted as to withdrawal or usage\u00a0as restricted cash.\u00a0As of\u00a0 August 31, 2026, the Company reported $3,383\u00a0of restricted cash related to\u00a0the funds held in escrow in connection with\u00a0the\u00a0acquisition of BrewDog plc (\u201cBrewDog\u201d), which was completed on March 2, 2026. See Note 7\u00a0(Business acquisitions).
\n\u00a0
\nReverse stock split
\n\u00a0
\nEffective December 2, 2025, the Company implemented a reverse stock split of its outstanding shares of Common Stock, at a ratio of one-for-\u00a0(the \u201cReverse Stock Split\u201d).\u00a0
\n\u00a0
\nNo fractional shares were issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share and stockholders\u00a0received cash in lieu of any fractional shares that were created by the Reverse Stock Split.\u00a0Each stockholder's percentage ownership interest in the Company and proportional voting power\u00a0remained unchanged as a result of the Reverse Stock Split, except for adjustments that\u00a0resulted from rounding fractional shares down to whole shares.
\n\u00a0
\nAll issued and outstanding Common Stock, per share amounts, and outstanding equity instruments and awards exercisable into common stock the (\u201cCommon Stock\u201d)\u00a0contained in the Financial Statements of the Company and notes thereto have been retroactively adjusted to reflect the Reverse Stock Split\u00a0for all prior periods presented.
\n\u00a0
\nEarnings (loss) per share
\n\u00a0
\nBasic earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants, and RSUs and the incremental shares issuable upon conversion of the convertible debentures and similar instruments. Shares of Common Stock outstanding under the\u00a0share lending\u00a0arrangement entered into in conjunction with the TLRY\u00a027 Notes, see Note\u00a012\u00a0(Convertible debentures payable) are excluded from the calculation of basic and diluted earnings per share\u00a0because the borrower of the shares is required under the share lending arrangement to refund any dividends paid on the shares lent.\u00a0
\n\u00a0
\nIn computing diluted earnings (loss) per share, common share equivalents are not considered in periods in which a net income (loss) attributable to Tilray shareholders is reported\u00a0as the inclusion of the common share equivalents would be anti-dilutive. For the three months ended August 31, 2026\u00a0and\u00a0 August 31, 2025, the dilutive potential common share equivalents outstanding consisted of the following: 11,354,193\u00a0and 5,210,722\u00a0common shares from RSUs, 301,604\u00a0and 303,201\u00a0common shares from share options, and 620,900\u00a0common shares for warrants and 2,410,240\u00a0and 3,766,478\u00a0common shares for convertible debentures, respectively. Prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split, which became effective on December 2, 2025.\u00a0
\n\u00a0
\nNew accounting pronouncements\u00a0not\u00a0yet adopted
\n\u00a0
\nIn November 2024,\u00a0the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update (\u201cASU\u201d)\u00a02024-03,\u00a0Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic\u00a0220-40): Disaggregation of Income Statement Expenses,\u00a0which requires disaggregated disclosure of income statement expenses for public business entities. ASU\u00a02024-03\u00a0is effective for the Company beginning with its fiscal year ended\u00a0 May 31, 2028\u00a0and will be disclosed\u00a0in the Annual Report on Form\u00a010-K for such period and interim periods thereafter.\u00a0The Company is currently evaluating the effect of adopting this ASU.
\n\u00a0
\nNew accounting pronouncements recently adopted
\n\u00a0
\nIn\u00a0 August 2023,\u00a0the FASB issued ASU\u00a02023-05,\u00a0Business Combination - Joint Venture Formations\u00a0(Subtopic\u00a0805-60) Recognition and Initial Measurement (\u201cASU\u00a02023-05\u201d), which is intended to address the accounting for contributions made to a joint venture. ASU\u00a02023-05\u00a0is effective for the Company beginning\u00a0 June 1, 2026,\u00a0however, it\u00a0did\u00a0not\u00a0have a material impact on the Company\u2019s Financial Statements.
\n\u00a0
\nIn\u00a0 July 2025,\u00a0the FASB\u00a0issued ASU\u00a02025-05, Financial Instruments -\u00a0Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (\u201cASU 2025-05\u201d), which provides a practical expedient for estimating credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. ASU\u00a02025-05\u00a0became effective for the Company on June 1, 2026,\u00a0however, it\u00a0did\u00a0not\u00a0have a material impact on the Company\u2019s Financial Statements.
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-6"}]},{"name":"rpt:f-529","factDimensions":{"xbrl:concept":"us-gaap:ConsolidationPolicyTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":"Basis of consolidation
\n\u00a0
\nSubsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity.\u00a0In certain circumstances, such as with the BrewDog US acquisition, the Company may also consolidate an entity or a group of acquired assets and assumed liabilities where the Company has obtained effective\u00a0control over the relevant operations, notwithstanding that certain regulatory approvals, licensing transfers, or other administrative matters remain pending as of the date control is obtained. In such cases, consolidation commences on the date the Company obtains the power to direct the relevant activities and is exposed to the variable returns of the operations, consistent with the guidance in ASC 810 and, where applicable, the acquisition date determined under ASC 805, see Note 7\u00a0(Business acquisitions).
\n\u00a0
\nThe financial statements of all subsidiaries are included in the Financial Statements from the date that control commences until the date that control ceases. All intercompany balances and transactions have been eliminated on consolidation. A complete list of our subsidiaries that existed as of our most recent fiscal year end is included in the Annual Report.
\n\u00a0
"}],"properties":[{"property":"rs:groups","value":"rpt:group-102"}]},{"name":"rpt:f-530","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":"Restricted cash
\n\u00a0
\nWe classify cash that is\u00a0legally or contractually\u00a0restricted as to withdrawal or usage\u00a0as restricted cash.\u00a0As of\u00a0 August 31, 2026, the Company reported $3,383\u00a0of restricted cash related to\u00a0the funds held in escrow in connection with\u00a0the\u00a0acquisition of BrewDog plc (\u201cBrewDog\u201d), which was completed on March 2, 2026. See Note 7\u00a0(Business acquisitions).
\n\u00a0
"}],"properties":[{"property":"rs:groups","value":"rpt:group-102"}]},{"name":"rpt:f-531","factDimensions":{"xbrl:concept":"tlry:ReverseStockSplitPolicyTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":"Reverse stock split
\n\u00a0
\nEffective December 2, 2025, the Company implemented a reverse stock split of its outstanding shares of Common Stock, at a ratio of one-for-\u00a0(the \u201cReverse Stock Split\u201d).\u00a0
\n\u00a0
\nNo fractional shares were issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share and stockholders\u00a0received cash in lieu of any fractional shares that were created by the Reverse Stock Split.\u00a0Each stockholder's percentage ownership interest in the Company and proportional voting power\u00a0remained unchanged as a result of the Reverse Stock Split, except for adjustments that\u00a0resulted from rounding fractional shares down to whole shares.
\n\u00a0
\nAll issued and outstanding Common Stock, per share amounts, and outstanding equity instruments and awards exercisable into common stock the (\u201cCommon Stock\u201d)\u00a0contained in the Financial Statements of the Company and notes thereto have been retroactively adjusted to reflect the Reverse Stock Split\u00a0for all prior periods presented.
\n\u00a0
"}],"properties":[{"property":"rs:groups","value":"rpt:group-102"}]},{"name":"rpt:f-532","factDimensions":{"xbrl:concept":"us-gaap:EarningsPerSharePolicyTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":"Earnings (loss) per share
\n\u00a0
\nBasic earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants, and RSUs and the incremental shares issuable upon conversion of the convertible debentures and similar instruments. Shares of Common Stock outstanding under the\u00a0share lending\u00a0arrangement entered into in conjunction with the TLRY\u00a027 Notes, see Note\u00a012\u00a0(Convertible debentures payable) are excluded from the calculation of basic and diluted earnings per share\u00a0because the borrower of the shares is required under the share lending arrangement to refund any dividends paid on the shares lent.\u00a0
\n\u00a0
\nIn computing diluted earnings (loss) per share, common share equivalents are not considered in periods in which a net income (loss) attributable to Tilray shareholders is reported\u00a0as the inclusion of the common share equivalents would be anti-dilutive. For the three months ended August 31, 2026\u00a0and\u00a0 August 31, 2025, the dilutive potential common share equivalents outstanding consisted of the following: 11,354,193\u00a0and 5,210,722\u00a0common shares from RSUs, 301,604\u00a0and 303,201\u00a0common shares from share options, and 620,900\u00a0common shares for warrants and 2,410,240\u00a0and 3,766,478\u00a0common shares for convertible debentures, respectively. Prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split, which became effective on December 2, 2025.\u00a0
\n\u00a0
"}],"properties":[{"property":"rs:groups","value":"rpt:group-102"}]},{"name":"rpt:f-533","factDimensions":{"xbrl:concept":"us-gaap:IncrementalCommonSharesAttributableToCallOptionsAndWarrants","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"us-gaap:RestrictedStockUnitsRSUMember"},"factValues":[{"value":"11354193"}],"properties":[{"property":"rs:groups","value":"rpt:group-7"}]},{"name":"rpt:f-534","factDimensions":{"xbrl:concept":"us-gaap:IncrementalCommonSharesAttributableToCallOptionsAndWarrants","xbrl:period":"2025-06-01T00:00:00/2025-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"us-gaap:RestrictedStockUnitsRSUMember"},"factValues":[{"value":"5210722"}],"properties":[{"property":"rs:groups","value":"rpt:group-7"}]},{"name":"rpt:f-535","factDimensions":{"xbrl:concept":"us-gaap:IncrementalCommonSharesAttributableToCallOptionsAndWarrants","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"us-gaap:EmployeeStockOptionMember"},"factValues":[{"value":"301604"}],"properties":[{"property":"rs:groups","value":"rpt:group-7"}]},{"name":"rpt:f-536","factDimensions":{"xbrl:concept":"us-gaap:IncrementalCommonSharesAttributableToCallOptionsAndWarrants","xbrl:period":"2025-06-01T00:00:00/2025-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"us-gaap:EmployeeStockOptionMember"},"factValues":[{"value":"303201"}],"properties":[{"property":"rs:groups","value":"rpt:group-7"}]},{"name":"rpt:f-537","factDimensions":{"xbrl:concept":"us-gaap:IncrementalCommonSharesAttributableToCallOptionsAndWarrants","xbrl:period":"2025-06-01T00:00:00/2025-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:WarrantsMember"},"factValues":[{"value":"620900"}],"properties":[{"property":"rs:groups","value":"rpt:group-7"}]},{"name":"rpt:f-538","factDimensions":{"xbrl:concept":"us-gaap:IncrementalCommonSharesAttributableToCallOptionsAndWarrants","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:ConvertibleDebenturesMember"},"factValues":[{"value":"2410240"}],"properties":[{"property":"rs:groups","value":"rpt:group-7"}]},{"name":"rpt:f-539","factDimensions":{"xbrl:concept":"us-gaap:IncrementalCommonSharesAttributableToCallOptionsAndWarrants","xbrl:period":"2025-06-01T00:00:00/2025-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:ConvertibleDebenturesMember"},"factValues":[{"value":"3766478"}],"properties":[{"property":"rs:groups","value":"rpt:group-7"}]},{"name":"rpt:f-540","factDimensions":{"xbrl:concept":"us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":"New accounting pronouncements\u00a0not\u00a0yet adopted
\n\u00a0
\nIn November 2024,\u00a0the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update (\u201cASU\u201d)\u00a02024-03,\u00a0Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic\u00a0220-40): Disaggregation of Income Statement Expenses,\u00a0which requires disaggregated disclosure of income statement expenses for public business entities. ASU\u00a02024-03\u00a0is effective for the Company beginning with its fiscal year ended\u00a0 May 31, 2028\u00a0and will be disclosed\u00a0in the Annual Report on Form\u00a010-K for such period and interim periods thereafter.\u00a0The Company is currently evaluating the effect of adopting this ASU.
\n\u00a0
\nNew accounting pronouncements recently adopted
\n\u00a0
\nIn\u00a0 August 2023,\u00a0the FASB issued ASU\u00a02023-05,\u00a0Business Combination - Joint Venture Formations\u00a0(Subtopic\u00a0805-60) Recognition and Initial Measurement (\u201cASU\u00a02023-05\u201d), which is intended to address the accounting for contributions made to a joint venture. ASU\u00a02023-05\u00a0is effective for the Company beginning\u00a0 June 1, 2026,\u00a0however, it\u00a0did\u00a0not\u00a0have a material impact on the Company\u2019s Financial Statements.
\n\u00a0
\nIn\u00a0 July 2025,\u00a0the FASB\u00a0issued ASU\u00a02025-05, Financial Instruments -\u00a0Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (\u201cASU 2025-05\u201d), which provides a practical expedient for estimating credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. ASU\u00a02025-05\u00a0became effective for the Company on June 1, 2026,\u00a0however, it\u00a0did\u00a0not\u00a0have a material impact on the Company\u2019s Financial Statements.
\n\u00a0
"}],"properties":[{"property":"rs:groups","value":"rpt:group-102"}]},{"name":"rpt:f-541","factDimensions":{"xbrl:concept":"us-gaap:InventoryDisclosureTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \nNote 2. Inventory
\n\u00a0
\nInventory consisted of the following:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Beverage inventory | \u00a0 | $ | 88,201 | \u00a0 | \u00a0 | $ | 80,723 | \u00a0 |
| Cannabis plants | \u00a0 | \u00a0 | 35,728 | \u00a0 | \u00a0 | \u00a0 | 38,253 | \u00a0 |
| Dried cannabis | \u00a0 | \u00a0 | 118,323 | \u00a0 | \u00a0 | \u00a0 | 106,467 | \u00a0 |
| Cannabis derivatives | \u00a0 | \u00a0 | 5,696 | \u00a0 | \u00a0 | \u00a0 | 5,463 | \u00a0 |
| Cannabis vapes | \u00a0 | \u00a0 | 1,641 | \u00a0 | \u00a0 | \u00a0 | 1,649 | \u00a0 |
| Packaging and other inventory items | \u00a0 | \u00a0 | 14,262 | \u00a0 | \u00a0 | \u00a0 | 14,255 | \u00a0 |
| Distribution inventory | \u00a0 | \u00a0 | 51,725 | \u00a0 | \u00a0 | \u00a0 | 40,054 | \u00a0 |
| Wellness inventory | \u00a0 | \u00a0 | 13,397 | \u00a0 | \u00a0 | \u00a0 | 14,328 | \u00a0 |
| Total | \u00a0 | $ | 328,973 | \u00a0 | \u00a0 | $ | 301,192 | \u00a0 |
\u00a0\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-42"}]},{"name":"rpt:f-542","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfInventoryCurrentTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Beverage inventory | \u00a0 | $ | 88,201 | \u00a0 | \u00a0 | $ | 80,723 | \u00a0 |
| Cannabis plants | \u00a0 | \u00a0 | 35,728 | \u00a0 | \u00a0 | \u00a0 | 38,253 | \u00a0 |
| Dried cannabis | \u00a0 | \u00a0 | 118,323 | \u00a0 | \u00a0 | \u00a0 | 106,467 | \u00a0 |
| Cannabis derivatives | \u00a0 | \u00a0 | 5,696 | \u00a0 | \u00a0 | \u00a0 | 5,463 | \u00a0 |
| Cannabis vapes | \u00a0 | \u00a0 | 1,641 | \u00a0 | \u00a0 | \u00a0 | 1,649 | \u00a0 |
| Packaging and other inventory items | \u00a0 | \u00a0 | 14,262 | \u00a0 | \u00a0 | \u00a0 | 14,255 | \u00a0 |
| Distribution inventory | \u00a0 | \u00a0 | 51,725 | \u00a0 | \u00a0 | \u00a0 | 40,054 | \u00a0 |
| Wellness inventory | \u00a0 | \u00a0 | 13,397 | \u00a0 | \u00a0 | \u00a0 | 14,328 | \u00a0 |
| Total | \u00a0 | $ | 328,973 | \u00a0 | \u00a0 | $ | 301,192 | \u00a0 |
Note 3. Capital assets
\n\u00a0
\nCapital assets consisted of the following:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Land | \u00a0 | $ | 59,583 | \u00a0 | \u00a0 | $ | 59,764 | \u00a0 |
| Production facilities | \u00a0 | \u00a0 | 462,936 | \u00a0 | \u00a0 | \u00a0 | 464,415 | \u00a0 |
| Equipment | \u00a0 | \u00a0 | 286,601 | \u00a0 | \u00a0 | \u00a0 | 283,778 | \u00a0 |
| Leasehold improvements | \u00a0 | \u00a0 | 32,807 | \u00a0 | \u00a0 | \u00a0 | 32,954 | \u00a0 |
| Finance lease, right-of-use assets | \u00a0 | \u00a0 | 116,458 | \u00a0 | \u00a0 | \u00a0 | 117,976 | \u00a0 |
| Construction in progress | \u00a0 | \u00a0 | 7,630 | \u00a0 | \u00a0 | \u00a0 | 10,009 | \u00a0 |
| \u00a0 | \u00a0 | $ | 966,015 | \u00a0 | \u00a0 | $ | 968,896 | \u00a0 |
| Less: accumulated amortization | \u00a0 | \u00a0 | (300,092 | ) | \u00a0 | \u00a0 | (288,671 | ) |
| Total | \u00a0 | $ | 665,923 | \u00a0 | \u00a0 | $ | 680,225 | \u00a0 |
\u00a0 \u00a0\u00a0
\nAssets held for sale\u00a0consisted of the following:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Equipment | \u00a0 | $ | 979 | \u00a0 | \u00a0 | $ | 979 | \u00a0 |
| Leasehold improvements | \u00a0 | \u00a0 | 493 | \u00a0 | \u00a0 | \u00a0 | 493 | \u00a0 |
| Operating lease, right-of-use assets | \u00a0 | \u00a0 | 977 | \u00a0 | \u00a0 | \u00a0 | 977 | \u00a0 |
| Total | \u00a0 | $ | 2,449 | \u00a0 | \u00a0 | $ | 2,449 | \u00a0 |
\u00a0
\nDuring the fiscal year ended\u00a0 May 31, 2026, the Company classified certain\u00a0assets of its Atwater Brewing business, which are assets contained within its Beverage reporting unit\u00a0having a carrying value of\u00a0$2,449, as assets held for sale.\u00a0These assets were\u00a0acquired on September\u202f1,\u202f2024 in connection with the transaction referred to as \u201cCraft Acquisition II.\u201d Following management\u2019s\u00a0assessment of facility utilizations, it was determined that such assets\u00a0would be held for sale.\u00a0Assets held for sale are\u00a0measured at the lower of carrying amount and the fair value less costs to sell\u00a0and are\u00a0no\u00a0longer depreciated. Changes in the carrying amount are\u00a0recorded in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).\u00a0
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-72"}]},{"name":"rpt:f-562","factDimensions":{"xbrl:concept":"us-gaap:PropertyPlantAndEquipmentTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Land | \u00a0 | $ | 59,583 | \u00a0 | \u00a0 | $ | 59,764 | \u00a0 |
| Production facilities | \u00a0 | \u00a0 | 462,936 | \u00a0 | \u00a0 | \u00a0 | 464,415 | \u00a0 |
| Equipment | \u00a0 | \u00a0 | 286,601 | \u00a0 | \u00a0 | \u00a0 | 283,778 | \u00a0 |
| Leasehold improvements | \u00a0 | \u00a0 | 32,807 | \u00a0 | \u00a0 | \u00a0 | 32,954 | \u00a0 |
| Finance lease, right-of-use assets | \u00a0 | \u00a0 | 116,458 | \u00a0 | \u00a0 | \u00a0 | 117,976 | \u00a0 |
| Construction in progress | \u00a0 | \u00a0 | 7,630 | \u00a0 | \u00a0 | \u00a0 | 10,009 | \u00a0 |
| \u00a0 | \u00a0 | $ | 966,015 | \u00a0 | \u00a0 | $ | 968,896 | \u00a0 |
| Less: accumulated amortization | \u00a0 | \u00a0 | (300,092 | ) | \u00a0 | \u00a0 | (288,671 | ) |
| Total | \u00a0 | $ | 665,923 | \u00a0 | \u00a0 | $ | 680,225 | \u00a0 |
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Equipment | \u00a0 | $ | 979 | \u00a0 | \u00a0 | $ | 979 | \u00a0 |
| Leasehold improvements | \u00a0 | \u00a0 | 493 | \u00a0 | \u00a0 | \u00a0 | 493 | \u00a0 |
| Operating lease, right-of-use assets | \u00a0 | \u00a0 | 977 | \u00a0 | \u00a0 | \u00a0 | 977 | \u00a0 |
| Total | \u00a0 | $ | 2,449 | \u00a0 | \u00a0 | $ | 2,449 | \u00a0 |
Note 4. Leases
\n\u00a0
\nThe table below presents the lease-related assets and liabilities recorded on the balance sheet.
\n\u00a0
\n \n| \u00a0 | \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | Classification on Balance Sheet | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Finance lease, right-of-use assets | Capital assets | \u00a0 | $ | 116,458 | \u00a0 | \u00a0 | $ | 117,976 | \u00a0 |
| Operating lease, right-of-use assets | Operating lease, right-of-use assets | \u00a0 | \u00a0 | 42,030 | \u00a0 | \u00a0 | \u00a0 | 42,318 | \u00a0 |
| Total right-of-use assets | \u00a0 | $ | 158,488 | \u00a0 | \u00a0 | $ | 160,294 | \u00a0 | |
| Liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current portion of finance lease liabilities |
| \u00a0 | $ | 3,138 | \u00a0 | \u00a0 | $ | 5,105 | \u00a0 |
| Current portion of operating lease liabilities |
| \u00a0 | \u00a0 | 8,764 | \u00a0 | \u00a0 | \u00a0 | 8,252 | \u00a0 |
| Non-current: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Finance lease liabilities |
| \u00a0 | \u00a0 | 121,198 | \u00a0 | \u00a0 | \u00a0 | 119,682 | \u00a0 |
| Operating lease liabilities |
| \u00a0 | \u00a0 | 37,412 | \u00a0 | \u00a0 | \u00a0 | 38,473 | \u00a0 |
| Total lease liabilities | \u00a0 | $ | 170,512 | \u00a0 | \u00a0 | $ | 171,512 | \u00a0 |
\u00a0
\nIncluded in total lease liabilities is $985 related to disposal groups classified as held for sale. See Note 3 (Capital Assets).\u00a0
\n\u00a0
\nThe following table presents the future undiscounted payments associated with lease liabilities as of August 31, 2026:
\n\u00a0
\n \n| \u00a0 | \u00a0 | Operating | \u00a0 | \u00a0 | Finance | \u00a0 | ||
| \u00a0 | \u00a0 | leases | \u00a0 | \u00a0 | leases | \u00a0 | ||
| 2027 (remaining nine months) | \u00a0 | $ | 12,503 | \u00a0 | \u00a0 | $ | 15,265 | \u00a0 |
| 2028 | \u00a0 | \u00a0 | 15,724 | \u00a0 | \u00a0 | \u00a0 | 20,353 | \u00a0 |
| 2029 | \u00a0 | \u00a0 | 11,168 | \u00a0 | \u00a0 | \u00a0 | 20,204 | \u00a0 |
| 2030 | \u00a0 | \u00a0 | 7,232 | \u00a0 | \u00a0 | \u00a0 | 19,968 | \u00a0 |
| Thereafter | \u00a0 | \u00a0 | 14,469 | \u00a0 | \u00a0 | \u00a0 | 148,372 | \u00a0 |
| Total minimum lease payments | \u00a0 | $ | 61,096 | \u00a0 | \u00a0 | $ | 224,162 | \u00a0 |
| Imputed interest | \u00a0 | \u00a0 | (14,920 | ) | \u00a0 | \u00a0 | (99,826 | ) |
| Obligations recognized | \u00a0 | $ | 46,176 | \u00a0 | \u00a0 | $ | 124,336 | \u00a0 |
\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-77"}]},{"name":"rpt:f-592","factDimensions":{"xbrl:concept":"tlry:LeaseRelatedAssetsAndLiabilitiesTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | Classification on Balance Sheet | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Finance lease, right-of-use assets | Capital assets | \u00a0 | $ | 116,458 | \u00a0 | \u00a0 | $ | 117,976 | \u00a0 |
| Operating lease, right-of-use assets | Operating lease, right-of-use assets | \u00a0 | \u00a0 | 42,030 | \u00a0 | \u00a0 | \u00a0 | 42,318 | \u00a0 |
| Total right-of-use assets | \u00a0 | $ | 158,488 | \u00a0 | \u00a0 | $ | 160,294 | \u00a0 | |
| Liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current portion of finance lease liabilities |
| \u00a0 | $ | 3,138 | \u00a0 | \u00a0 | $ | 5,105 | \u00a0 |
| Current portion of operating lease liabilities |
| \u00a0 | \u00a0 | 8,764 | \u00a0 | \u00a0 | \u00a0 | 8,252 | \u00a0 |
| Non-current: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Finance lease liabilities |
| \u00a0 | \u00a0 | 121,198 | \u00a0 | \u00a0 | \u00a0 | 119,682 | \u00a0 |
| Operating lease liabilities |
| \u00a0 | \u00a0 | 37,412 | \u00a0 | \u00a0 | \u00a0 | 38,473 | \u00a0 |
| Total lease liabilities | \u00a0 | $ | 170,512 | \u00a0 | \u00a0 | $ | 171,512 | \u00a0 |
| \u00a0 | \u00a0 | Operating | \u00a0 | \u00a0 | Finance | \u00a0 | ||
| \u00a0 | \u00a0 | leases | \u00a0 | \u00a0 | leases | \u00a0 | ||
| 2027 (remaining nine months) | \u00a0 | $ | 12,503 | \u00a0 | \u00a0 | $ | 15,265 | \u00a0 |
| 2028 | \u00a0 | \u00a0 | 15,724 | \u00a0 | \u00a0 | \u00a0 | 20,353 | \u00a0 |
| 2029 | \u00a0 | \u00a0 | 11,168 | \u00a0 | \u00a0 | \u00a0 | 20,204 | \u00a0 |
| 2030 | \u00a0 | \u00a0 | 7,232 | \u00a0 | \u00a0 | \u00a0 | 19,968 | \u00a0 |
| Thereafter | \u00a0 | \u00a0 | 14,469 | \u00a0 | \u00a0 | \u00a0 | 148,372 | \u00a0 |
| Total minimum lease payments | \u00a0 | $ | 61,096 | \u00a0 | \u00a0 | $ | 224,162 | \u00a0 |
| Imputed interest | \u00a0 | \u00a0 | (14,920 | ) | \u00a0 | \u00a0 | (99,826 | ) |
| Obligations recognized | \u00a0 | $ | 46,176 | \u00a0 | \u00a0 | $ | 124,336 | \u00a0 |
Note 5. Intangible Assets
\n\u00a0
\nIntangible assets consisted of the following items:
\n\u00a0
\n \n| \u00a0 | \u00a0 | Customer relationships & distribution channel | \u00a0 | \u00a0 | Licenses, permits & applications | \u00a0 | \u00a0 | Intellectual property, trademarks, knowhow & brands | \u00a0 | \u00a0 | August 31, 2026 | \u00a0 | ||||
| Cost | \u00a0 | $ | 7,091 | \u00a0 | \u00a0 | $ | 27,636 | \u00a0 | \u00a0 | $ | 25,219 | \u00a0 | \u00a0 | $ | 59,946 | \u00a0 |
| Accumulated amortization | \u00a0 | \u00a0 | (383 | ) | \u00a0 | \u00a0 | (7,608 | ) | \u00a0 | \u00a0 | (9,487 | ) | \u00a0 | \u00a0 | (17,478 | ) |
| Total | \u00a0 | $ | 6,708 | \u00a0 | \u00a0 | $ | 20,028 | \u00a0 | \u00a0 | $ | 15,732 | \u00a0 | \u00a0 | $ | 42,468 | \u00a0 |
\u00a0
\nAs of August 31, 2026\u00a0and May 31, 2026, the Company also held\u00a0the following intangible assets which have been fully impaired:\u00a0$444,208 of customer relationships and distribution channels, $367,022 of licenses, permits and applications, and $452,530 of intellectual property, trademarks, know-how and brands.
\n\u00a0
\n \n| \u00a0 | \u00a0 | Customer relationships & distribution channel | \u00a0 | \u00a0 | Licenses, permits & applications | \u00a0 | \u00a0 | Intellectual property, trademarks, knowhow & brands | \u00a0 | \u00a0 | May 31, 2026 | \u00a0 | ||||
| Cost | \u00a0 | $ | 6,793 | \u00a0 | \u00a0 | $ | 24,573 | \u00a0 | \u00a0 | $ | 26,633 | \u00a0 | \u00a0 | $ | 57,999 | \u00a0 |
| Accumulated amortization | \u00a0 | \u00a0 | (264 | ) | \u00a0 | \u00a0 | (5,707 | ) | \u00a0 | \u00a0 | (9,249 | ) | \u00a0 | \u00a0 | (15,220 | ) |
| Total | \u00a0 | $ | 6,529 | \u00a0 | \u00a0 | $ | 18,866 | \u00a0 | \u00a0 | $ | 17,384 | \u00a0 | \u00a0 | $ | 42,779 | \u00a0 |
\u00a0
\nAs of\u00a0 August 31, 2026, the Company reported, in licenses, permits & applications, multi-period\u00a0sponsorship rights of $17,458\u00a0and\u00a0\u00a0of indefinite-lived intangible assets compared to $18,783\u00a0and\u00a0\u00a0as of May 31, 2026, respectively.\u00a0
\n\u00a0
\nExpected future amortization expense for intangible assets as of\u00a0 August 31, 2026\u00a0is\u00a0as follows:
\n\u00a0
\n \n| \u00a0 | \u00a0 | Amortization | \u00a0 | |
| 2027 (remaining nine months) | \u00a0 | $ | 10,377 | \u00a0 |
| 2028 | \u00a0 | \u00a0 | 13,831 | \u00a0 |
| 2029 | \u00a0 | \u00a0 | 6,319 | \u00a0 |
| 2030 | \u00a0 | \u00a0 | 3,817 | \u00a0 |
| 2031 | \u00a0 | \u00a0 | 3,817 | \u00a0 |
| Thereafter | \u00a0 | \u00a0 | 4,307 | \u00a0 |
| Total | \u00a0 | $ | 42,468 | \u00a0 |
\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-83"}]},{"name":"rpt:f-628","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | Customer relationships & distribution channel | \u00a0 | \u00a0 | Licenses, permits & applications | \u00a0 | \u00a0 | Intellectual property, trademarks, knowhow & brands | \u00a0 | \u00a0 | August 31, 2026 | \u00a0 | ||||
| Cost | \u00a0 | $ | 7,091 | \u00a0 | \u00a0 | $ | 27,636 | \u00a0 | \u00a0 | $ | 25,219 | \u00a0 | \u00a0 | $ | 59,946 | \u00a0 |
| Accumulated amortization | \u00a0 | \u00a0 | (383 | ) | \u00a0 | \u00a0 | (7,608 | ) | \u00a0 | \u00a0 | (9,487 | ) | \u00a0 | \u00a0 | (17,478 | ) |
| Total | \u00a0 | $ | 6,708 | \u00a0 | \u00a0 | $ | 20,028 | \u00a0 | \u00a0 | $ | 15,732 | \u00a0 | \u00a0 | $ | 42,468 | \u00a0 |
| \u00a0 | \u00a0 | Customer relationships & distribution channel | \u00a0 | \u00a0 | Licenses, permits & applications | \u00a0 | \u00a0 | Intellectual property, trademarks, knowhow & brands | \u00a0 | \u00a0 | May 31, 2026 | \u00a0 | ||||
| Cost | \u00a0 | $ | 6,793 | \u00a0 | \u00a0 | $ | 24,573 | \u00a0 | \u00a0 | $ | 26,633 | \u00a0 | \u00a0 | $ | 57,999 | \u00a0 |
| Accumulated amortization | \u00a0 | \u00a0 | (264 | ) | \u00a0 | \u00a0 | (5,707 | ) | \u00a0 | \u00a0 | (9,249 | ) | \u00a0 | \u00a0 | (15,220 | ) |
| Total | \u00a0 | $ | 6,529 | \u00a0 | \u00a0 | $ | 18,866 | \u00a0 | \u00a0 | $ | 17,384 | \u00a0 | \u00a0 | $ | 42,779 | \u00a0 |
| \u00a0 | \u00a0 | Amortization | \u00a0 | |
| 2027 (remaining nine months) | \u00a0 | $ | 10,377 | \u00a0 |
| 2028 | \u00a0 | \u00a0 | 13,831 | \u00a0 |
| 2029 | \u00a0 | \u00a0 | 6,319 | \u00a0 |
| 2030 | \u00a0 | \u00a0 | 3,817 | \u00a0 |
| 2031 | \u00a0 | \u00a0 | 3,817 | \u00a0 |
| Thereafter | \u00a0 | \u00a0 | 4,307 | \u00a0 |
| Total | \u00a0 | $ | 42,468 | \u00a0 |
Note 6. Goodwill
\n\u00a0
\nThe following table reflects the carrying amount of goodwill for the Cannabis reporting unit:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Cannabis goodwill | \u00a0 | $ | 2,640,669 | \u00a0 | \u00a0 | $ | 2,640,669 | \u00a0 |
| Accumulated impairment losses | \u00a0 | \u00a0 | (1,888,319 | ) | \u00a0 | \u00a0 | (1,888,319 | ) |
| Total | \u00a0 | $ | 752,350 | \u00a0 | \u00a0 | $ | 752,350 | \u00a0 |
\u00a0
\nDuring the fiscal quarter ended\u00a0 August 31, 2026, the Company assessed for indicators of impairment and concluded that there were no such indicators and, accordingly,\u202fno further impairment testing was required and no impairment charges were recognized during the period.
\n\u00a0
\nThe Company performed the annual impairment test during the\u00a0fourth\u00a0quarter ended\u00a0 May 31, 2026\u00a0by completing a qualitative assessment of relevant events and circumstances. Based on this assessment, the Company determined that it was\u00a0not\u00a0more likely than\u00a0not\u00a0that the fair value of the Cannabis reporting unit\u00a0was less than its carrying amount. Accordingly,\u00a0no\u00a0further goodwill impairment testing was performed and\u00a0no\u00a0goodwill impairment charges were recognized during the period.
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-88"}]},{"name":"rpt:f-667","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfGoodwillTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Cannabis goodwill | \u00a0 | $ | 2,640,669 | \u00a0 | \u00a0 | $ | 2,640,669 | \u00a0 |
| Accumulated impairment losses | \u00a0 | \u00a0 | (1,888,319 | ) | \u00a0 | \u00a0 | (1,888,319 | ) |
| Total | \u00a0 | $ | 752,350 | \u00a0 | \u00a0 | $ | 752,350 | \u00a0 |
Note 7.\u00a0Business\u00a0acquisitions
\n\u00a0
\nAcquisition of BrewDog
\n\u00a0
\nBrewDog UK I
\n\u00a0
\nOn\u00a0 March 2, 2026,\u00a0Tilray Brands UK Ltd (\u201cTilray UK\u201d), a wholly-owned subsidiary of the Company, entered into a Business and Asset Sale Agreement (the \u201cBrewDog BASA\u201d) pursuant to which\u00a0Tilray UK acquired certain business operations and assets of BrewDog plc and certain of its subsidiaries\u00a0(collectively, the \u201cBrewDog Group\u201d) through a pre-packaged administration process in Scotland under the Insolvency Act\u00a01986,\u00a0with the intent for Tilray UK to carry on the acquired business operations and assets as a going concern (the \u201cBrewDog Acquisition\u201d).\u00a0The assets acquired included the brewery and distillery located in Ellon, Aberdeenshire, Scotland (the \u201cUK Brewery\u201d), the on-line business, the retail business,\u00a011\u00a0of the BrewDog strategic pubs in Scotland, England and Ireland and all the world-wide 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 purpose of the acquisition is\u00a0to broaden Tilray\u2019s beverage brand strategy into international markets. In consideration for the BrewDog Acquisition, the Company paid a total purchase price\u00a0of\u00a0\u00a0($44,220), paid in cash at completion.\u00a0
\n\u00a0
\nBrewDog Australia
\n\u00a0
\nOn\u00a0 March 9, 2026,\u00a0Tilray Australia New Zealand\u00a0Pty Ltd,\u00a0 a wholly-owned subsidiary of the Company,\u00a0acquired BrewDog Brewing Australia Pty Ltd., which included BrewDog\u2019s brewery\u00a0and\u00a0\u00a0hospitality venues in Australia. The purpose of the acquisition is to continue broadening Tilray\u2019s beverage brand strategy into international markets. In consideration for the acquisition, the Company paid\u00a0nominal consideration.\u00a0
\n\u00a0
\nBrewDog UK II
\n\u00a0
\nOn\u00a0 March 23, 2026, Tilray UK acquired five\u00a0additional BrewDog pubs in Scotland and\u00a0England. The purpose of the acquisition is\u00a0to broaden Tilray\u2019s beverage brand strategy into international markets. The Company paid a total purchase price\u00a0of\u00a0\u00a0($560), paid in cash at completion.
\n\u00a0
\nBrewDog U.S.
\n\u00a0
\nOn\u00a0 March 16, 2026,\u00a0Tilray 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 Vegas, Nevada (the \u201cBrewDog U.S. Acquired Assets\u201d). The Company obtained control of the BrewDog U.S. Acquired Assets and assumed certain liabilities, commencing on\u00a0 April 1, 2026,\u00a0which represents the acquisition date for accounting purposes under ASC\u00a0805,\u00a0notwithstanding certain regulatory approvals that remained pending as of that date. The purpose of the acquisition is to broaden Tilray\u2019s beverage brand strategy. In consideration for the acquisition, the Company paid a total purchase price\u00a0of\u00a0$9,293\u00a0for the BrewDog\u2019s U.S. Acquired Assets, subject to customary post\u2011closing adjustments.
\n\u00a0
\nIn connection with the BrewDog Acquisition and the acquisitions of BrewDog Australia, BrewDog UK II and BrewDog U.S. (collectively, the \u201cGlobal BrewDog Acquisitions\u201d),\u00a0the Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value\u00a0 may\u00a0be subject to adjustments pending completion of final valuations and post-closing adjustments.\u00a0The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed for the Global BrewDog Acquisitions as of\u00a0the effective acquisition dates as follows:
\n\u00a0
\n \n| \u00a0 | \u00a0 | BrewDog UK I | \u00a0 | \u00a0 | BrewDog AUS | \u00a0 | \u00a0 | BrewDog UK II | \u00a0 | \u00a0 | BrewDog US | \u00a0 | \u00a0 | Total | \u00a0 | |||||
| \u00a0 | \u00a0 | March 2, | \u00a0 | \u00a0 | March 9, | \u00a0 | \u00a0 | March 23, | \u00a0 | \u00a0 | April 1, | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| Consideration | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash consideration | \u00a0 | $ | 44,220 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 560 | \u00a0 | \u00a0 | $ | 9,293 | \u00a0 | \u00a0 | $ | 54,073 | \u00a0 |
| Net assets acquired | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | \u00a0 | 159 | \u00a0 | \u00a0 | \u00a0 | 392 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 19 | \u00a0 | \u00a0 | \u00a0 | 570 | \u00a0 |
| Accounts receivable | \u00a0 | \u00a0 | 336 | \u00a0 | \u00a0 | \u00a0 | 797 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 1,133 | \u00a0 |
| Inventory | \u00a0 | \u00a0 | 16,173 | \u00a0 | \u00a0 | \u00a0 | 604 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 2,098 | \u00a0 | \u00a0 | \u00a0 | 18,875 | \u00a0 |
| Prepaids and other current assets | \u00a0 | \u00a0 | 159 | \u00a0 | \u00a0 | \u00a0 | 322 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 481 | \u00a0 |
| Long-term assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Capital assets | \u00a0 | \u00a0 | 60,664 | \u00a0 | \u00a0 | \u00a0 | 2,769 | \u00a0 | \u00a0 | \u00a0 | 1,738 | \u00a0 | \u00a0 | \u00a0 | 7,176 | \u00a0 | \u00a0 | \u00a0 | 72,347 | \u00a0 |
| Finance lease, right-of-use assets | \u00a0 | \u00a0 | 44,640 | \u00a0 | \u00a0 | \u00a0 | 17,318 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 17,881 | \u00a0 | \u00a0 | \u00a0 | 79,839 | \u00a0 |
| Operating lease, right-of-use assets | \u00a0 | \u00a0 | 16,713 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 5,213 | \u00a0 | \u00a0 | \u00a0 | 3,697 | \u00a0 | \u00a0 | \u00a0 | 25,623 | \u00a0 |
| Intangible assets | \u00a0 | \u00a0 | 10,762 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 10,762 | \u00a0 |
| Total assets | \u00a0 | \u00a0 | 149,606 | \u00a0 | \u00a0 | \u00a0 | 22,202 | \u00a0 | \u00a0 | \u00a0 | 6,951 | \u00a0 | \u00a0 | \u00a0 | 30,871 | \u00a0 | \u00a0 | \u00a0 | 209,630 | \u00a0 |
| Current liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Accounts payable and accrued liabilities | \u00a0 | \u00a0 | 44,033 | \u00a0 | \u00a0 | \u00a0 | 4,885 | \u00a0 | \u00a0 | \u00a0 | 1,177 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 50,095 | \u00a0 |
| Current portion of finance lease liabilities | \u00a0 | \u00a0 | 2,827 | \u00a0 | \u00a0 | \u00a0 | 72 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 466 | \u00a0 | \u00a0 | \u00a0 | 3,365 | \u00a0 |
| Current portion of operating lease liabilities | \u00a0 | \u00a0 | 2,088 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 459 | \u00a0 | \u00a0 | \u00a0 | 299 | \u00a0 | \u00a0 | \u00a0 | 2,846 | \u00a0 |
| Long - term liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Finance lease liabilities | \u00a0 | \u00a0 | 41,813 | \u00a0 | \u00a0 | \u00a0 | 17,245 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 17,415 | \u00a0 | \u00a0 | \u00a0 | 76,473 | \u00a0 |
| Operating lease liabilities | \u00a0 | \u00a0 | 14,625 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 4,755 | \u00a0 | \u00a0 | \u00a0 | 3,398 | \u00a0 | \u00a0 | \u00a0 | 22,778 | \u00a0 |
| Total liabilities | \u00a0 | \u00a0 | 105,386 | \u00a0 | \u00a0 | \u00a0 | 22,202 | \u00a0 | \u00a0 | \u00a0 | 6,391 | \u00a0 | \u00a0 | \u00a0 | 21,578 | \u00a0 | \u00a0 | \u00a0 | 155,557 | \u00a0 |
| Total net assets acquired | \u00a0 | $ | 44,220 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 560 | \u00a0 | \u00a0 | $ | 9,293 | \u00a0 | \u00a0 | $ | 54,073 | \u00a0 |
\u00a0
\n \n \nIn the event that the Global BrewDog Acquisitions had occurred on\u00a0 June 1, 2025,\u00a0the Company would have had, on an unaudited pro forma basis for the asset groups\u00a0purchased, additional net\u00a0revenue of\u00a0approximately $64,838\u00a0for the three months ended August 31, 2025, and its consolidated net income (loss) and comprehensive net income (loss) would have increased by\u00a0approximately $9,807\u00a0for the three months ended August 31, 2025. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of the Global BrewDog Acquisitions.\u00a0
\n\u00a0
\nAcquisition of\u00a0Lyphe\u00a0
\n\u00a0
\nOn\u00a0 April 15, 2026, Tilray Lyphe UK Limited, an indirect wholly-owned subsidiary of the Company, acquired the Lyphe Group (\u201cLyphe\u201d), a UK-based medical cannabis clinic and digital pharmacy platform\u00a0(the \u201cLyphe Acquisition\u201d).\u00a0In consideration for the Lyphe Acquisition, the Company paid a total purchase price\u00a0of $3,074\u00a0(), consisting of 398,666 shares of the Company\u2019s common stock having a value of $2,795 as of the date of issuance\u00a0and $279\u00a0of cash. The purpose of the acquisition\u00a0was driven by a\u00a0strategic rationale tied to growth, vertical integration, and expansion in Europe, especially the UK medical cannabis market.
\n\u00a0
\nThe Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value\u00a0 may\u00a0be subject to adjustments pending completion of final valuations.\u00a0The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed in connection with the Lyphe Acquisition\u00a0as of the effective acquisition date\u00a0as follows:\u00a0
\n\u00a0
\n \n| \u00a0 | \u00a0 | Amount | \u00a0 | |
| Consideration | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Shares | \u00a0 | $ | 2,795 | \u00a0 |
| Cash consideration | \u00a0 | \u00a0 | 279 | \u00a0 |
| Total consideration | \u00a0 | \u00a0 | 3,074 | \u00a0 |
| Net assets acquired | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | \u00a0 | 83 | \u00a0 |
| Accounts receivable | \u00a0 | \u00a0 | 125 | \u00a0 |
| Inventory | \u00a0 | \u00a0 | 146 | \u00a0 |
| Prepaids and other current assets | \u00a0 | \u00a0 | 118 | \u00a0 |
| Long-term assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Capital assets | \u00a0 | \u00a0 | 34 | \u00a0 |
| Intangible assets | \u00a0 | \u00a0 | 4,328 | \u00a0 |
| Total assets | \u00a0 | \u00a0 | 4,834 | \u00a0 |
| Current liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Accounts payable and accrued liabilities | \u00a0 | \u00a0 | 1,760 | \u00a0 |
| Total liabilities | \u00a0 | \u00a0 | 1,760 | \u00a0 |
| Total net assets acquired | \u00a0 | $ | 3,074 | \u00a0 |
\u00a0
\nIn the event that the Lyphe Acquisition had occurred on\u00a0 June 1, 2025,\u00a0the Company would have had, on an unaudited pro forma basis, additional net\u00a0revenue of\u00a0approximately $768 for the three months ended August 31, 2025, and its consolidated net income (loss) and comprehensive net income (loss) would have increased by approximately $257 for the three months ended August 31, 2025. This unaudited pro forma financial information does\u00a0not\u00a0reflect the realization of any expected ongoing synergies relating to the integration of the Lyphe Acquisition.\u00a0
\n\u00a0
\nAcquisition of\u00a0HelloMD
\n\u00a0
\nOn\u00a0 July 10, 2026,\u00a0Aphria inc., a wholly-owned subsidiary of the Company, acquired HelloMD Corporation (\u201cHelloMD\u201d), a digital healthcare and patient engagement platform (the \u201cHelloMD Acquisition\u201d).\u00a0The purpose of the acquisition\u00a0was driven by a\u00a0strategic rationale tied to growth, vertical integration, and expansion in\u00a0the Canadian medical cannabis market. In consideration for the HelloMD Acquisition, the Company paid a total purchase price\u00a0of $720\u00a0(CAD $1,000) of cash consideration.\u00a0The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value\u00a0 may\u00a0be subject to adjustments pending completion of final valuations.\u00a0
\n\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-92"}]},{"name":"rpt:f-676","factDimensions":{"xbrl:concept":"tlry:NumberOfStrategicPubsAcquired","xbrl:period":"2026-03-03T00:00:00","xbrl:entity":"cik:0001731348","us-gaap:BusinessAcquisitionAxis":"tlry:BrewDogPLCMember","srt:StatementGeographicalAxis":"country:GB"},"factValues":[{"value":"11"}],"properties":[{"property":"rs:groups","value":"rpt:group-94"}]},{"name":"rpt:f-677","factDimensions":{"xbrl:concept":"us-gaap:PaymentsToAcquireBusinessesGross","xbrl:period":"2026-03-02T00:00:00/2026-03-03T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:BusinessAcquisitionAxis":"tlry:BrewDogPLCMember","srt:StatementGeographicalAxis":"country:GB"},"factValues":[{"value":"44220000","decimals":-4}],"properties":[{"property":"rs:groups","value":"rpt:group-94"}]},{"name":"rpt:f-678","factDimensions":{"xbrl:concept":"tlry:NumberOfStrategicPubsAcquired","xbrl:period":"2026-03-24T00:00:00","xbrl:entity":"cik:0001731348","us-gaap:BusinessAcquisitionAxis":"tlry:BrewDogPLCMember","srt:StatementGeographicalAxis":"country:GB"},"factValues":[{"value":"5"}],"properties":[{"property":"rs:groups","value":"rpt:group-94"}]},{"name":"rpt:f-679","factDimensions":{"xbrl:concept":"us-gaap:PaymentsToAcquireBusinessesGross","xbrl:period":"2026-03-23T00:00:00/2026-03-24T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:BusinessAcquisitionAxis":"tlry:BrewDogPLCMember","srt:StatementGeographicalAxis":"country:GB"},"factValues":[{"value":"560000","decimals":-4}],"properties":[{"property":"rs:groups","value":"rpt:group-94"}]},{"name":"rpt:f-680","factDimensions":{"xbrl:concept":"us-gaap:PaymentsToAcquireBusinessesGross","xbrl:period":"2026-04-01T00:00:00/2026-04-02T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:BusinessAcquisitionAxis":"tlry:BrewDogPLCMember","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"9293000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-94"}]},{"name":"rpt:f-681","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | BrewDog UK I | \u00a0 | \u00a0 | BrewDog AUS | \u00a0 | \u00a0 | BrewDog UK II | \u00a0 | \u00a0 | BrewDog US | \u00a0 | \u00a0 | Total | \u00a0 | |||||
| \u00a0 | \u00a0 | March 2, | \u00a0 | \u00a0 | March 9, | \u00a0 | \u00a0 | March 23, | \u00a0 | \u00a0 | April 1, | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| Consideration | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash consideration | \u00a0 | $ | 44,220 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 560 | \u00a0 | \u00a0 | $ | 9,293 | \u00a0 | \u00a0 | $ | 54,073 | \u00a0 |
| Net assets acquired | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | \u00a0 | 159 | \u00a0 | \u00a0 | \u00a0 | 392 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 19 | \u00a0 | \u00a0 | \u00a0 | 570 | \u00a0 |
| Accounts receivable | \u00a0 | \u00a0 | 336 | \u00a0 | \u00a0 | \u00a0 | 797 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 1,133 | \u00a0 |
| Inventory | \u00a0 | \u00a0 | 16,173 | \u00a0 | \u00a0 | \u00a0 | 604 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 2,098 | \u00a0 | \u00a0 | \u00a0 | 18,875 | \u00a0 |
| Prepaids and other current assets | \u00a0 | \u00a0 | 159 | \u00a0 | \u00a0 | \u00a0 | 322 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 481 | \u00a0 |
| Long-term assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Capital assets | \u00a0 | \u00a0 | 60,664 | \u00a0 | \u00a0 | \u00a0 | 2,769 | \u00a0 | \u00a0 | \u00a0 | 1,738 | \u00a0 | \u00a0 | \u00a0 | 7,176 | \u00a0 | \u00a0 | \u00a0 | 72,347 | \u00a0 |
| Finance lease, right-of-use assets | \u00a0 | \u00a0 | 44,640 | \u00a0 | \u00a0 | \u00a0 | 17,318 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 17,881 | \u00a0 | \u00a0 | \u00a0 | 79,839 | \u00a0 |
| Operating lease, right-of-use assets | \u00a0 | \u00a0 | 16,713 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 5,213 | \u00a0 | \u00a0 | \u00a0 | 3,697 | \u00a0 | \u00a0 | \u00a0 | 25,623 | \u00a0 |
| Intangible assets | \u00a0 | \u00a0 | 10,762 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 10,762 | \u00a0 |
| Total assets | \u00a0 | \u00a0 | 149,606 | \u00a0 | \u00a0 | \u00a0 | 22,202 | \u00a0 | \u00a0 | \u00a0 | 6,951 | \u00a0 | \u00a0 | \u00a0 | 30,871 | \u00a0 | \u00a0 | \u00a0 | 209,630 | \u00a0 |
| Current liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Accounts payable and accrued liabilities | \u00a0 | \u00a0 | 44,033 | \u00a0 | \u00a0 | \u00a0 | 4,885 | \u00a0 | \u00a0 | \u00a0 | 1,177 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 50,095 | \u00a0 |
| Current portion of finance lease liabilities | \u00a0 | \u00a0 | 2,827 | \u00a0 | \u00a0 | \u00a0 | 72 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 466 | \u00a0 | \u00a0 | \u00a0 | 3,365 | \u00a0 |
| Current portion of operating lease liabilities | \u00a0 | \u00a0 | 2,088 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 459 | \u00a0 | \u00a0 | \u00a0 | 299 | \u00a0 | \u00a0 | \u00a0 | 2,846 | \u00a0 |
| Long - term liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Finance lease liabilities | \u00a0 | \u00a0 | 41,813 | \u00a0 | \u00a0 | \u00a0 | 17,245 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 17,415 | \u00a0 | \u00a0 | \u00a0 | 76,473 | \u00a0 |
| Operating lease liabilities | \u00a0 | \u00a0 | 14,625 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 4,755 | \u00a0 | \u00a0 | \u00a0 | 3,398 | \u00a0 | \u00a0 | \u00a0 | 22,778 | \u00a0 |
| Total liabilities | \u00a0 | \u00a0 | 105,386 | \u00a0 | \u00a0 | \u00a0 | 22,202 | \u00a0 | \u00a0 | \u00a0 | 6,391 | \u00a0 | \u00a0 | \u00a0 | 21,578 | \u00a0 | \u00a0 | \u00a0 | 155,557 | \u00a0 |
| Total net assets acquired | \u00a0 | $ | 44,220 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 560 | \u00a0 | \u00a0 | $ | 9,293 | \u00a0 | \u00a0 | $ | 54,073 | \u00a0 |
| \u00a0 | \u00a0 | Amount | \u00a0 | |
| Consideration | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Shares | \u00a0 | $ | 2,795 | \u00a0 |
| Cash consideration | \u00a0 | \u00a0 | 279 | \u00a0 |
| Total consideration | \u00a0 | \u00a0 | 3,074 | \u00a0 |
| Net assets acquired | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | \u00a0 | 83 | \u00a0 |
| Accounts receivable | \u00a0 | \u00a0 | 125 | \u00a0 |
| Inventory | \u00a0 | \u00a0 | 146 | \u00a0 |
| Prepaids and other current assets | \u00a0 | \u00a0 | 118 | \u00a0 |
| Long-term assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Capital assets | \u00a0 | \u00a0 | 34 | \u00a0 |
| Intangible assets | \u00a0 | \u00a0 | 4,328 | \u00a0 |
| Total assets | \u00a0 | \u00a0 | 4,834 | \u00a0 |
| Current liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Accounts payable and accrued liabilities | \u00a0 | \u00a0 | 1,760 | \u00a0 |
| Total liabilities | \u00a0 | \u00a0 | 1,760 | \u00a0 |
| Total net assets acquired | \u00a0 | $ | 3,074 | \u00a0 |
Note 8. Long-term investments
\n\u00a0
\nLong-term investments consisted of the following:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Equity investments measured at fair value using quoted prices in active markets (Level 1) | \u00a0 | $ | 1,025 | \u00a0 | \u00a0 | $ | 1,197 | \u00a0 |
| Equity investments measured at fair value using other observable inputs (Level 2) | \u00a0 | \u00a0 | 976 | \u00a0 | \u00a0 | \u00a0 | 990 | \u00a0 |
| Equity investments under measurement alternative (Level 3) | \u00a0 | \u00a0 | 4,364 | \u00a0 | \u00a0 | \u00a0 | 4,364 | \u00a0 |
| Total | \u00a0 | $ | 6,365 | \u00a0 | \u00a0 | $ | 6,551 | \u00a0 |
\u00a0
\nAs of August 31, 2026\u00a0and May 31, 2026, included within equity investment under measurement alternative (Level 3) is an option to acquire a\u00a068% membership interest in\u00a0SH Acquisition\u00a0for $1.00 upon U.S. federal cannabis legalization valued at $4,364 and $4,364, respectively.\u00a0See Note 24\u00a0(Financial risk management and financial instruments).
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-96"}]},{"name":"rpt:f-791","factDimensions":{"xbrl:concept":"us-gaap:TradingSecuritiesAndCertainTradingAssetsTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Equity investments measured at fair value using quoted prices in active markets (Level 1) | \u00a0 | $ | 1,025 | \u00a0 | \u00a0 | $ | 1,197 | \u00a0 |
| Equity investments measured at fair value using other observable inputs (Level 2) | \u00a0 | \u00a0 | 976 | \u00a0 | \u00a0 | \u00a0 | 990 | \u00a0 |
| Equity investments under measurement alternative (Level 3) | \u00a0 | \u00a0 | 4,364 | \u00a0 | \u00a0 | \u00a0 | 4,364 | \u00a0 |
| Total | \u00a0 | $ | 6,365 | \u00a0 | \u00a0 | $ | 6,551 | \u00a0 |
Note 9. Bank indebtedness
\n\u00a0
\nAphria Inc., a subsidiary of the Company,\u00a0has an operating line of credit in the amount of which bears interest at the lender\u2019s prime rate plus 75 basis points. As of August 31, 2026, the Company has drawn on this\u00a0line of credit. The operating line of credit is secured by a security interest on certain real property located\u00a0at 265 Talbot St. West, Leamington, Ontario.
\n\u00a0
\nCC Pharma GmbH, a subsidiary of the Company, has \u00a0operating lines of credit in the amounts of\u00a0\u00a0and\u00a0\u00a0These lines\u00a0bear interest at\u00a0Euro Short-Term Rate (\u201cESTR\u201d) plus 2.50% and Euro Interbank Offered Rate (\u201cEURIBOR\u201d) plus 4.00%, respectively. As of August 31, 2026, a total of ($8,688) was drawn down from the total available credit of\u00a0\u00a0The operating line\u00a0of credit for \u00a0is secured by an interest in the inventory of CC Pharma GmbH as well as\u00a0the Densborn, Germany production facility and underlying real property. The operating line of credit for is unsecured.
\n\u00a0
\nOn\u00a0 July 24, 2026,\u00a0American Beverage Crafts Group Inc. (\u201cABC Group\u201d),\u00a0a wholly-owned subsidiary of the Company, entered into a Sixth Amendment to Credit Agreement (the \u201cSixth Amendment\u201d) with Bank of America, N.A., in its capacity as Administrative Agent, and certain other guarantors and lenders which are a party thereto. Specifically, the Sixth Amendment amends the Credit Agreement dated June 30, 2023 and, among other things, reflects revisions to the Company's credit facilities, including a reduction in the revolving commitments from $25,000 to $15,000 and modifications to certain financial covenants.\u00a0As of\u00a0 August 31, 2026, the Company has drawn\u00a0\u00a0on the revolving line of credit under the ABC Group Credit Agreement.
\n\u00a0
\nSee Note 26 (Subsequent events) for additional details after the period, with respect to the Seventh Amendment.\u00a0As a result of this, the Company does not have the ability to draw on the revolving line of credit of $15,000 until covenant tests are once again tested.
\n\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-100"}]},{"name":"rpt:f-805","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentBasisSpreadOnVariableRate1","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","us-gaap:ShortTermDebtTypeAxis":"us-gaap:LineOfCreditMember","us-gaap:VariableRateAxis":"us-gaap:PrimeRateMember"},"factValues":[{"value":"0.0075","decimals":4}],"properties":[{"property":"rs:groups","value":"rpt:group-101"}]},{"name":"rpt:f-806","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentBasisSpreadOnVariableRate1","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","srt:ConsolidatedEntitiesAxis":"tlry:CCPharmaGmbHMember","us-gaap:ShortTermDebtTypeAxis":"us-gaap:LineOfCreditMember","us-gaap:VariableRateAxis":"tlry:EuroShorttermRateMember"},"factValues":[{"value":"0.025","decimals":3}],"properties":[{"property":"rs:groups","value":"rpt:group-101"}]},{"name":"rpt:f-807","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentBasisSpreadOnVariableRate1","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","srt:ConsolidatedEntitiesAxis":"tlry:CCPharmaGmbHMember","us-gaap:ShortTermDebtTypeAxis":"us-gaap:LineOfCreditMember","us-gaap:VariableRateAxis":"tlry:EuroInterbankOfferedRateMember"},"factValues":[{"value":"0.04","decimals":2}],"properties":[{"property":"rs:groups","value":"rpt:group-101"}]},{"name":"rpt:f-808","factDimensions":{"xbrl:concept":"us-gaap:LineOfCredit","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","srt:ConsolidatedEntitiesAxis":"tlry:CCPharmaGmbHMember","us-gaap:ShortTermDebtTypeAxis":"us-gaap:LineOfCreditMember"},"factValues":[{"value":"8688000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-101"}]},{"name":"rpt:f-809","factDimensions":{"xbrl:concept":"us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity","xbrl:period":"2026-07-24T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","srt:ConsolidatedEntitiesAxis":"tlry:AmericanBeverageCraftsGroupIncMember","us-gaap:CreditFacilityAxis":"us-gaap:RevolvingCreditFacilityMember"},"factValues":[{"value":"25000000","decimals":-6}],"properties":[{"property":"rs:groups","value":"rpt:group-12 rpt:group-101"}]},{"name":"rpt:f-810","factDimensions":{"xbrl:concept":"us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity","xbrl:period":"2026-07-25T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","srt:ConsolidatedEntitiesAxis":"tlry:AmericanBeverageCraftsGroupIncMember","us-gaap:CreditFacilityAxis":"us-gaap:RevolvingCreditFacilityMember"},"factValues":[{"value":"15000000","decimals":-6}],"properties":[{"property":"rs:groups","value":"rpt:group-12 rpt:group-101"}]},{"name":"rpt:f-811","factDimensions":{"xbrl:concept":"us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity","xbrl:period":"2026-07-25T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","srt:ConsolidatedEntitiesAxis":"tlry:FourTwentyCorporationMember","us-gaap:CreditFacilityAxis":"us-gaap:RevolvingCreditFacilityMember"},"factValues":[{"value":"15000000","decimals":-6}],"properties":[{"property":"rs:groups","value":"rpt:group-101"}]},{"name":"rpt:f-812","factDimensions":{"xbrl:concept":"us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \nNote 10. Accounts payable and accrued liabilities
\n\u00a0
\nAccounts payable and accrued liabilities are comprised of:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Trade payables | \u00a0 | $ | 133,604 | \u00a0 | \u00a0 | $ | 114,538 | \u00a0 |
| Accrued liabilities | \u00a0 | \u00a0 | 130,456 | \u00a0 | \u00a0 | \u00a0 | 135,906 | \u00a0 |
| Litigation accruals | \u00a0 | \u00a0 | 11,923 | \u00a0 | \u00a0 | \u00a0 | 11,931 | \u00a0 |
| Accrued payroll and employment related taxes | \u00a0 | \u00a0 | 19,664 | \u00a0 | \u00a0 | \u00a0 | 20,013 | \u00a0 |
| Income taxes payable | \u00a0 | \u00a0 | 15,604 | \u00a0 | \u00a0 | \u00a0 | 12,667 | \u00a0 |
| Accrued interest | \u00a0 | \u00a0 | 1,523 | \u00a0 | \u00a0 | \u00a0 | 3,258 | \u00a0 |
| Sales taxes payable | \u00a0 | \u00a0 | 22,641 | \u00a0 | \u00a0 | \u00a0 | 19,775 | \u00a0 |
| Total | \u00a0 | $ | 335,415 | \u00a0 | \u00a0 | $ | 318,088 | \u00a0 |
\u00a0 \u00a0 \u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-8"}]},{"name":"rpt:f-813","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Trade payables | \u00a0 | $ | 133,604 | \u00a0 | \u00a0 | $ | 114,538 | \u00a0 |
| Accrued liabilities | \u00a0 | \u00a0 | 130,456 | \u00a0 | \u00a0 | \u00a0 | 135,906 | \u00a0 |
| Litigation accruals | \u00a0 | \u00a0 | 11,923 | \u00a0 | \u00a0 | \u00a0 | 11,931 | \u00a0 |
| Accrued payroll and employment related taxes | \u00a0 | \u00a0 | 19,664 | \u00a0 | \u00a0 | \u00a0 | 20,013 | \u00a0 |
| Income taxes payable | \u00a0 | \u00a0 | 15,604 | \u00a0 | \u00a0 | \u00a0 | 12,667 | \u00a0 |
| Accrued interest | \u00a0 | \u00a0 | 1,523 | \u00a0 | \u00a0 | \u00a0 | 3,258 | \u00a0 |
| Sales taxes payable | \u00a0 | \u00a0 | 22,641 | \u00a0 | \u00a0 | \u00a0 | 19,775 | \u00a0 |
| Total | \u00a0 | $ | 335,415 | \u00a0 | \u00a0 | $ | 318,088 | \u00a0 |
Note 11. Long-term debt
\n\u00a0
\nThe following table sets forth the net carrying amount of long-term debt instruments:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Term loan - C$ - Canadian prime plus an applicable margin, -year term, with a -year amortization, repayable in equal quarterly payments due in | \u00a0 | $ | 32,400 | \u00a0 | \u00a0 | $ | 34,310 | \u00a0 |
| Term loan - C$ - Canadian prime plus %, compounded monthly, -year term, with a -year amortization, repayable in equal monthly installments of C$ including interest, due in | \u00a0 | \u00a0 | 8,068 | \u00a0 | \u00a0 | \u00a0 | 8,420 | \u00a0 |
| Term loan - C$ - Canadian prime plus %, compounded monthly, -year term, with a -year amortization, repayable in equal monthly installments of C$ including interest, due in | \u00a0 | \u00a0 | 9,923 | \u00a0 | \u00a0 | \u00a0 | 10,356 | \u00a0 |
| Term loan - C$ - Canadian prime plus %, -year term, with a -year amortization, repayable in equal monthly installments of C$ including interest, due in | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 23 | \u00a0 |
| Mortgage payable - C$ - Canadian prime plus %, -year term, with a -year amortization, repayable in equal monthly installments of C$ including interest, due in | \u00a0 | \u00a0 | 1,831 | \u00a0 | \u00a0 | \u00a0 | 1,890 | \u00a0 |
| Term loan \u2010 \u20ac \u2010 at %, \u2010year term, repayable in monthly installments of \u20ac plus interest, due in | \u00a0 | \u00a0 | 1,599 | \u00a0 | \u00a0 | \u00a0 | 1,822 | \u00a0 |
| Mortgage payable - $ - EURIBOR rate plus %, -year term, repayable in monthly installments of $ to $, due in | \u00a0 | \u00a0 | 18,480 | \u00a0 | \u00a0 | \u00a0 | 18,669 | \u00a0 |
| Term loan - $ - SOFR plus an applicable margin, -year term, repayable in quarterly installments of $ to $ due in | \u00a0 | \u00a0 | 62,000 | \u00a0 | \u00a0 | \u00a0 | 63,688 | \u00a0 |
| Carrying amount of long-term debt | \u00a0 | \u00a0 | 134,301 | \u00a0 | \u00a0 | \u00a0 | 139,178 | \u00a0 |
| Unamortized financing fees | \u00a0 | \u00a0 | (798 | ) | \u00a0 | \u00a0 | (593 | ) |
| Net carrying amount | \u00a0 | \u00a0 | 133,503 | \u00a0 | \u00a0 | \u00a0 | 138,585 | \u00a0 |
| Less principal portion included in current liabilities | \u00a0 | \u00a0 | (15,457 | ) | \u00a0 | \u00a0 | (18,160 | ) |
| Total non-current portion of long-term debt | \u00a0 | $ | 118,046 | \u00a0 | \u00a0 | $ | 120,425 | \u00a0 |
\u00a0
\nOn July 24, 2026, ABC Group entered into the Sixth Amendment\u00a0with Bank of America, and the lenders which\u00a0are a party thereto. The Sixth Amendment amends the Credit Agreement and, among other things, reflects revisions to the Company\u2019s credit facilities, including a reduction in the revolving commitments from $25,000\u00a0to $15,000\u00a0and modifications to certain of the financial covenants. The Sixth Amendment also acknowledges a voluntary prepayment of $10,000, which was made on May 29, 2026, and includes various amendments, consents and other provisions relating to certain corporate and financing transactions.\u00a0
\n\u00a0
\nSee Note 26 (Subsequent events) for additional details after the period, with respect to the Seventh Amendment.
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-11"}]},{"name":"rpt:f-831","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfDebtInstrumentsTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| Term loan - C$ - Canadian prime plus an applicable margin, -year term, with a -year amortization, repayable in equal quarterly payments due in | \u00a0 | $ | 32,400 | \u00a0 | \u00a0 | $ | 34,310 | \u00a0 |
| Term loan - C$ - Canadian prime plus %, compounded monthly, -year term, with a -year amortization, repayable in equal monthly installments of C$ including interest, due in | \u00a0 | \u00a0 | 8,068 | \u00a0 | \u00a0 | \u00a0 | 8,420 | \u00a0 |
| Term loan - C$ - Canadian prime plus %, compounded monthly, -year term, with a -year amortization, repayable in equal monthly installments of C$ including interest, due in | \u00a0 | \u00a0 | 9,923 | \u00a0 | \u00a0 | \u00a0 | 10,356 | \u00a0 |
| Term loan - C$ - Canadian prime plus %, -year term, with a -year amortization, repayable in equal monthly installments of C$ including interest, due in | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 23 | \u00a0 |
| Mortgage payable - C$ - Canadian prime plus %, -year term, with a -year amortization, repayable in equal monthly installments of C$ including interest, due in | \u00a0 | \u00a0 | 1,831 | \u00a0 | \u00a0 | \u00a0 | 1,890 | \u00a0 |
| Term loan \u2010 \u20ac \u2010 at %, \u2010year term, repayable in monthly installments of \u20ac plus interest, due in | \u00a0 | \u00a0 | 1,599 | \u00a0 | \u00a0 | \u00a0 | 1,822 | \u00a0 |
| Mortgage payable - $ - EURIBOR rate plus %, -year term, repayable in monthly installments of $ to $, due in | \u00a0 | \u00a0 | 18,480 | \u00a0 | \u00a0 | \u00a0 | 18,669 | \u00a0 |
| Term loan - $ - SOFR plus an applicable margin, -year term, repayable in quarterly installments of $ to $ due in | \u00a0 | \u00a0 | 62,000 | \u00a0 | \u00a0 | \u00a0 | 63,688 | \u00a0 |
| Carrying amount of long-term debt | \u00a0 | \u00a0 | 134,301 | \u00a0 | \u00a0 | \u00a0 | 139,178 | \u00a0 |
| Unamortized financing fees | \u00a0 | \u00a0 | (798 | ) | \u00a0 | \u00a0 | (593 | ) |
| Net carrying amount | \u00a0 | \u00a0 | 133,503 | \u00a0 | \u00a0 | \u00a0 | 138,585 | \u00a0 |
| Less principal portion included in current liabilities | \u00a0 | \u00a0 | (15,457 | ) | \u00a0 | \u00a0 | (18,160 | ) |
| Total non-current portion of long-term debt | \u00a0 | $ | 118,046 | \u00a0 | \u00a0 | $ | 120,425 | \u00a0 |
Note 12. Convertible debentures payable
\n\u00a0
\nThe following table sets forth the net carrying amount of the convertible debentures payable:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| % Convertible Notes (\u201cTLRY 27 Notes\u201d), current portion | \u00a0 | $ | 59,224 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 |
| % Convertible Notes (\u201cTLRY 27 Notes\u201d), non-current portion | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 79,529 | \u00a0 |
| Total convertible debentures payable | \u00a0 | \u00a0 | 59,224 | \u00a0 | \u00a0 | \u00a0 | 79,529 | \u00a0 |
\u00a0
\nTLRY 27 Notes
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| % Contractual debenture | \u00a0 | $ | 172,500 | \u00a0 | \u00a0 | $ | 172,500 | \u00a0 |
| Debt settlement | \u00a0 | \u00a0 | (108,500 | ) | \u00a0 | \u00a0 | (84,500 | ) |
| Unamortized discount | \u00a0 | \u00a0 | (4,776 | ) | \u00a0 | \u00a0 | (8,471 | ) |
| Net carrying amount | \u00a0 | $ | 59,224 | \u00a0 | \u00a0 | $ | 79,529 | \u00a0 |
\u00a0
\nThe TLRY\u00a027\u00a0convertible debentures\u00a0were issued\u00a0on\u00a0 May 30, 2023 and on June 9, 2023 by way of overallotment,\u00a0in the principal amount of $172,500 (the \u201cTLRY 27 Notes\u201d). The TLRY 27 Notes\u00a0bear interest at a rate of\u00a05.20% per annum, payable semi-annually in arrears on\u00a0 June 15\u00a0and\u00a0 December 15\u00a0of each year, and mature on\u00a0 June 15, 2027,\u00a0unless earlier converted. The TLRY 27 Notes are Tilray\u2019s general unsecured obligations and rank senior in right of payment to all of Tilray\u2019s indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with any of Tilray\u2019s unsecured indebtedness that is not so subordinated,\u00a0effectively junior in right of payment to any of Tilray\u2019s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations) of Tilray\u2019s current or future subsidiaries.\u00a0Noteholders have the right to convert their TLRY\u00a027\u00a0Notes into shares of Tilray\u2019s Common Stock at their option, at any time, until the close of business on the\u00a0second\u00a0scheduled trading day immediately before\u00a0 June 15, 2027.\u00a0The initial conversion rate is approximately 37.66\u00a0shares per\u00a0$1,000\u00a0principal amount of TLRY\u00a027\u00a0Notes, which represents a conversion price of approximately\u00a0$26.55\u00a0per share. The conversion rate and conversion price is subject to adjustment upon the occurrence of certain events.
\n\u00a0
\nThe TLRY\u00a027\u00a0Notes are now\u00a0redeemable, in whole and\u00a0not\u00a0in part, at Tilray\u2019s option at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price of Tilray\u2019s Common Stock exceeds\u00a0130% of the conversion price for a specified period of time, which threshold has not been met. If certain corporate events that constitute a fundamental change occur, then, subject to a limited exception, noteholders\u00a0 may\u00a0require\u00a0Tilray\u00a0to repurchase their TLRY\u00a027\u00a0Notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the applicable repurchase date. In connection with the Company\u2019s offering of the TLRY\u00a027\u00a0Notes, the Company entered into a share lending agreement with an affiliate of\u00a0Jefferies LLC\u00a0(the \u201cShare Borrower\u201d), pursuant to which it lent\u00a03,850,000\u00a0shares of the Company\u2019s Common Stock to the Share Borrower\u00a0(the \u201cBorrowed Shares\u201d). At the time of issuance, the Borrowed Shares were newly-issued shares,\u00a0and are held as treasury shares until the expiration or early termination of the share lending agreement\u00a0and may be used by purchasers of the TLRY\u00a027\u00a0Notes\u00a0to sell up to\u00a03,850,000 shares of the Company\u2019s Common Stock. The fair value of the Borrowed Shares have\u00a0been recorded as part of the unamortized discount on the debenture. The Company expects that the selling stockholders will use their position created by such sales to establish their initial hedge with respect to their investments in the TLRY\u00a027\u00a0Notes. The Company did\u00a0not\u00a0receive any proceeds from the sale of the Borrowed Shares.\u00a0
\n\u00a0
\nDuring the three months ended August 31, 2026,\u00a0the Company exchanged an aggregate $24,000 of its TLRY\u00a027\u00a0Notes for cancellation, by issuing 5,229,861\u00a0shares of Common Stock and paying $218\u00a0in cash to settle\u00a0accrued interest. Upon exchanging\u00a0the TLRY\u00a027\u00a0Notes, a portion of the\u00a0settlement consideration was allocated to the equity component of the instrument and\u00a0was\u00a0recognized as a $6,358\u00a0reduction of additional paid-in capital in the Consolidated Statements of Stockholders\u2019 Equity. Additionally, this repurchase resulted in a gain\u00a0of $3,495, which was recorded in other non-operating (losses) gains, net as shown in Note\u00a023\u00a0(Non-operating income (expense)).\u00a0Following consummation of the exchange, the number of outstanding Borrowed Shares of Common Stock was reduced by 535,652\u00a0shares, which were\u00a0returned\u00a0as Treasury Stock (as defined below).\u00a0As of\u00a0 August 31, 2026\u00a0and May 31, 2026, a total of 1,428,406\u00a0and 1,964,058\u00a0shares remained outstanding under the\u00a0share lending\u00a0arrangement, respectively. Prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split, which became effective on December 2, 2025.\u00a0
\n\u00a0
\nDuring the three months ended August 31, 2026, the Company recognized interest expense\u00a0of $958 and\u00a0accretion of amortized discount interest of $1,465. During the three months ended August 31,\u00a02025, the Company recognized interest expense of $1,367\u00a0and accretion of amortized discount interest of $1,976.
\n\u00a0
\nAs of\u00a0 August 31, 2026, there was $64,000 principal outstanding compared to $88,000 principal outstanding as of\u00a0 May 31, 2026 under the TLRY 27 Notes.
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-16"}]},{"name":"rpt:f-862","factDimensions":{"xbrl:concept":"us-gaap:ConvertibleDebtTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| % Convertible Notes (\u201cTLRY 27 Notes\u201d), current portion | \u00a0 | $ | 59,224 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 |
| % Convertible Notes (\u201cTLRY 27 Notes\u201d), non-current portion | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 79,529 | \u00a0 |
| Total convertible debentures payable | \u00a0 | \u00a0 | 59,224 | \u00a0 | \u00a0 | \u00a0 | 79,529 | \u00a0 |
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| % Contractual debenture | \u00a0 | $ | 172,500 | \u00a0 | \u00a0 | $ | 172,500 | \u00a0 |
| Debt settlement | \u00a0 | \u00a0 | (108,500 | ) | \u00a0 | \u00a0 | (84,500 | ) |
| Unamortized discount | \u00a0 | \u00a0 | (4,776 | ) | \u00a0 | \u00a0 | (8,471 | ) |
| Net carrying amount | \u00a0 | $ | 59,224 | \u00a0 | \u00a0 | $ | 79,529 | \u00a0 |
Note 13. Warrant liability\u00a0
\n\u00a0
\nAs of August 31, 2026 and May 31, 2026, the Company did have warrants outstanding. The Company previously issued an aggregate of\u00a0620,900 warrants, which were exercised between\u00a0 September 5, 2025 and September 15,\u00a02025 in accordance with their terms. In connection with the exercise of such warrants, Tilray received\u00a0$2,367\u00a0of cash consideration and delivered\u00a0620,900 shares of the Company\u2019s Common Stock to such holders. Prior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split, which became effective on December 2, 2025.\u00a0
\n\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-21"}]},{"name":"rpt:f-900","factDimensions":{"xbrl:concept":"tlry:ClassOfWarrantOrRightExercised","xbrl:period":"2025-09-05T00:00:00/2025-09-16T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"620900"}],"properties":[{"property":"rs:groups","value":"rpt:group-22"}]},{"name":"rpt:f-901","factDimensions":{"xbrl:concept":"us-gaap:ProceedsFromWarrantExercises","xbrl:period":"2025-09-05T00:00:00/2025-09-16T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2367000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-22"}]},{"name":"rpt:f-902","factDimensions":{"xbrl:concept":"tlry:StockIssuedDuringPeriodSharesWarrantsExercised","xbrl:period":"2025-09-05T00:00:00/2025-09-16T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"620900"}],"properties":[{"property":"rs:groups","value":"rpt:group-22"}]},{"name":"rpt:f-903","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquityNoteDisclosureTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \nNote 14. Stockholders' equity\u00a0
\n\u00a0
\nIssued and outstanding
\n\u00a0
\nPursuant 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\u00a0shares of which are Preferred Stock (the \u201cPreferred Stock\u201d). As of\u00a0 August 31, 2026, the Company had issued and outstanding 144,936,074\u00a0shares of Common Stock, 1,124,869 shares of Treasury Stock\u00a0(the \u201cTreasury\u00a0Stock\u201d)\u00a0and no\u00a0Preferred Stock. Historically, the Company has issued shares of its Common Stock in\u00a0consideration for acquisitions and other\u00a0strategic transactions, settlement of convertible notes,\u00a0settlement of litigation claims, in connection with public offerings and as payment of dividends to non-controlling interests for profit distributions.
\n\u00a0
\nDuring the three months ended August 31, 2026, the Company had the following changes in shares of Common Stock:
\n\u00a0
\n| \u00a0 | a) | 4,645,344\u00a0shares of Common Stock were issued pursuant to\u00a0its At-the-Market (\u201cATM\u201d) program, which generated gross proceeds\u00a0of $22,887\u00a0and net proceeds of $22,338, after deducting\u00a0$549\u00a0in commissions and other fees associated with these issuances. |
| \u00a0 | b) | 5,229,861\u00a0shares of Common Stock were issued having a value of $24,634 on the date of issuance in exchange for the cancellation\u00a0of $24,000 of the TLRY 27\u00a0Notes.\u00a0Upon exchanging\u00a0the TLRY\u00a027\u00a0Notes, a portion of the\u00a0settlement consideration was allocated to the equity component of the instrument and\u00a0was\u00a0recognized as a $6,358\u00a0reduction of additional paid-in capital. Following consummation of the exchange, the number of outstanding Borrowed Shares of Common Stock was reduced by approximately 535,652 shares which were then returned\u00a0as Treasury Stock, see Note 12\u00a0(Convertible debentures payable). |
| \u00a0 | c) | 1,990,747 shares of Common Stock were issued in connection with the exercise of previously awarded stock-based compensation awards, net of cancellations. |
| \u00a0 | d) | 1,387,047 shares of Common Stock were issued upon the achievement of the applicable performance conditions and vesting of the related Performance-Based Elective Settlement Award. |
\u00a0
\nDuring the three months ended August 31, 2026, the Company granted 7,379,612\u00a0time-based Restricted Stock Units (\u201cRSUs\u201d) pursuant to the 2018 Equity Incentive Plan\u00a0(\u201cEIP\u201d).\u00a0During the fiscal year ended\u00a0 May 31, 2026, the Company granted\u00a04,562,669\u00a0time-based RSUs pursuant to the EIP.
\n\u00a0
\nDuring the three months ended August 31, 2026, the Company granted\u00a0 performance-based RSUs. During the fiscal year ended\u00a0 May 31, 2026, the Company granted the following performance-based RSUs:\u00a0
\n\u00a0
\nBeginning in fiscal year ended\u00a0 May 31, 2024,\u00a0the Company issued (i)\u00a0756,615\u00a0performance\u2011based restricted stock units (the \u201cPerformance\u2011Based RSUs\u201d) and (ii)\u00a0additional performance\u2011based awards payable in cash or, at the discretion of the Company\u2019s Compensation Committee, in shares of the Company\u2019s common stock (the \u201cPerformance\u2011Based Elective Settlement Award,\u201d and together with the Performance\u2011Based RSUs, the \u201cPerformance\u2011Based Awards\u201d). The Performance\u2011Based Awards were\u00a0not\u00a0considered granted for accounting purposes at the time of issuance because the applicable performance conditions had\u00a0not\u00a0yet been established or approved. Accordingly,\u00a0no\u00a0compensation expense was recognized within the Consolidated Statements of Loss at that time. During the period from issuance through the fiscal year ended\u00a0 May 31, 2026,\u00a0the number of outstanding Performance\u2011Based RSUs was reduced from\u00a0756,615\u00a0to\u00a0744,117\u00a0as a result of employee attrition, and the Performance\u2011Based Elective Settlement Award\u00a0was also correspondingly reduced.
\n\u00a0
\nIn September 2025, the Company established and approved the relevant performance conditions for the Performance\u2011Based Awards and, as a result, the awards were considered granted for accounting purposes. Beginning in the quarter ended November 30, 2025, the Company commenced recognition of stock\u2011based compensation expense based on the grant\u2011date fair value of the Performance\u2011Based Awards, which was recognized over the remaining requisite service period. Because the Performance\u2011Based Elective Settlement Award had\u00a0a fixed monetary value and was settleable in a variable number of shares, it was classified as a liability within the Consolidated Statements of Financial Position. The Performance\u2011Based RSUs are classified as equity awards and are reflected within stockholders\u2019 equity.\u00a0
\n\u00a0
\nDuring the three months ended August 31, 2026, following the conclusion of the measurement period on May 31, 2026 and the determination of the applicable achievement percentage, the Compensation Committee approved settlement of the Performance-Based Elective Settlement Award through a combination of cash and shares. Accordingly, the Company issued 1,387,047 shares of common stock during the period and settled the remaining obligation in cash subsequent to August 31, 2026.
\n\u00a0
\nThe Company\u2019s total stock-based compensation expense incurred for\u00a0the\u00a0three months ended August 31, 2026\u00a0was $6,584\u00a0compared to $5,052\u00a0for the\u00a0three months ended August 31,\u00a02025.\u00a0
\n\u00a0
\nPrior year share amounts have been retrospectively adjusted to reflect the Reverse Stock Split, which became effective on December 2, 2025.\u00a0
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-23"}]},{"name":"rpt:f-904","factDimensions":{"xbrl:concept":"tlry:SharesAuthorizedTotal","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"1426000000"}],"properties":[{"property":"rs:groups","value":"rpt:group-24"}]},{"name":"rpt:f-905","factDimensions":{"xbrl:concept":"us-gaap:CommonStockSharesAuthorized","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"1416000000"}],"properties":[{"property":"rs:groups","value":"rpt:group-2 rpt:group-24"}]},{"name":"rpt:f-906","factDimensions":{"xbrl:concept":"us-gaap:PreferredStockSharesAuthorized","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"10000000"}],"properties":[{"property":"rs:groups","value":"rpt:group-2 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rpt:group-24"}]},{"name":"rpt:f-921","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:TimebasedRestrictedStockUnitsMember"},"factValues":[{"value":"7379612"}],"properties":[{"property":"rs:groups","value":"rpt:group-24"}]},{"name":"rpt:f-922","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod","xbrl:period":"2025-06-01T00:00:00/2026-06-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:TimebasedRestrictedStockUnitsMember"},"factValues":[{"value":"4562669"}],"properties":[{"property":"rs:groups","value":"rpt:group-24"}]},{"name":"rpt:f-923","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod","xbrl:period":"2023-06-01T00:00:00/2024-06-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:PerformancebasedRestrictedStockUnitsMember"},"factValues":[{"value":"756615"}],"properties":[{"property":"rs:groups","value":"rpt:group-24"}]},{"name":"rpt:f-924","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber","xbrl:period":"2025-12-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:PerformancebasedRestrictedStockUnitsMember"},"factValues":[{"value":"756615"}],"properties":[{"property":"rs:groups","value":"rpt:group-24"}]},{"name":"rpt:f-925","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber","xbrl:period":"2026-06-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:PerformancebasedRestrictedStockUnitsMember"},"factValues":[{"value":"744117"}],"properties":[{"property":"rs:groups","value":"rpt:group-24"}]},{"name":"rpt:f-926","factDimensions":{"xbrl:concept":"us-gaap:StockIssuedDuringPeriodSharesShareBasedCompensation","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"tlry:PerformancebasedStockUnitsAwardMember"},"factValues":[{"value":"1387047"}],"properties":[{"property":"rs:groups","value":"rpt:group-4 rpt:group-24"}]},{"name":"rpt:f-927","factDimensions":{"xbrl:concept":"us-gaap:AllocatedShareBasedCompensationExpense","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6584000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-24 rpt:group-49"}]},{"name":"rpt:f-928","factDimensions":{"xbrl:concept":"us-gaap:AllocatedShareBasedCompensationExpense","xbrl:period":"2025-06-01T00:00:00/2025-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"5052000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-24 rpt:group-49"}]},{"name":"rpt:f-929","factDimensions":{"xbrl:concept":"us-gaap:ComprehensiveIncomeNoteTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \nNote 15. Accumulated other comprehensive income (loss)
\n\u00a0
\nAccumulated other comprehensive income (loss) is comprised of foreign currency translation gain (loss) as follows:
\n\u00a0
\n \n| \u00a0 | \u00a0 | Total | \u00a0 | |
| \u00a0 | \u00a0 | Foreign | \u00a0 | |
| \u00a0 | \u00a0 | currency | \u00a0 | |
| \u00a0 | \u00a0 | translation | \u00a0 | |
| \u00a0 | \u00a0 | gain (loss) | \u00a0 | |
| Balance May 31, 2025 | \u00a0 | $ | (43,063 | ) |
| Other comprehensive income (loss) | \u00a0 | \u00a0 | (167 | ) |
| Balance August 31, 2025 | \u00a0 | $ | (43,230 | ) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance May 31, 2026 | \u00a0 | $ | (44,233 | ) |
| Other comprehensive income (loss) | \u00a0 | \u00a0 | 4,741 | \u00a0 |
| Balance August 31, 2026 | \u00a0 | $ | (39,492 | ) |
\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-25"}]},{"name":"rpt:f-930","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | Total | \u00a0 | |
| \u00a0 | \u00a0 | Foreign | \u00a0 | |
| \u00a0 | \u00a0 | currency | \u00a0 | |
| \u00a0 | \u00a0 | translation | \u00a0 | |
| \u00a0 | \u00a0 | gain (loss) | \u00a0 | |
| Balance May 31, 2025 | \u00a0 | $ | (43,063 | ) |
| Other comprehensive income (loss) | \u00a0 | \u00a0 | (167 | ) |
| Balance August 31, 2025 | \u00a0 | $ | (43,230 | ) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance May 31, 2026 | \u00a0 | $ | (44,233 | ) |
| Other comprehensive income (loss) | \u00a0 | \u00a0 | 4,741 | \u00a0 |
| Balance August 31, 2026 | \u00a0 | $ | (39,492 | ) |
Note 16. Non-controlling interests
\n\u00a0
\nThe following table provides a summary of certain balance sheet information as of August 31, 2026, before intercompany eliminations,\u00a0relating to several entities in which the Company maintains a majority ownership with a third-party non-controlling interest, including Enroot (75% ownership), Aphria Diamond (51% ownership), and Colcanna S.A.S. (90% ownership):
\n\u00a0
\n\u00a0
\n \n| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | Aphria | \u00a0 | \u00a0 | ColCanna | \u00a0 | \u00a0 | August 31, | \u00a0 | |||
| \u00a0 | \u00a0 | Enroot | \u00a0 | \u00a0 | Diamond | \u00a0 | \u00a0 | S.A.S. | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Current assets | \u00a0 | $ | 218 | \u00a0 | \u00a0 | $ | 114,803 | \u00a0 | \u00a0 | $ | 2 | \u00a0 | \u00a0 | $ | 115,023 | \u00a0 |
| Non-current assets | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 101,375 | \u00a0 | \u00a0 | \u00a0 | 4,313 | \u00a0 | \u00a0 | \u00a0 | 105,688 | \u00a0 |
| Current liabilities | \u00a0 | \u00a0 | (19 | ) | \u00a0 | \u00a0 | (126,709 | ) | \u00a0 | \u00a0 | (7,185 | ) | \u00a0 | \u00a0 | (133,913 | ) |
| Non-current liabilities | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | (36,074 | ) | \u00a0 | \u00a0 | (1,442 | ) | \u00a0 | \u00a0 | (37,516 | ) |
| Net assets | \u00a0 | $ | 199 | \u00a0 | \u00a0 | $ | 53,395 | \u00a0 | \u00a0 | $ | (4,312 | ) | \u00a0 | $ | 49,282 | \u00a0 |
\u00a0
\nThe following table provides a summary of certain balance sheet information as of May 31, 2026,\u00a0before intercompany eliminations,\u00a0relating to the above-referenced majority-owned subsidiaries of the Company\u00a0in which there was\u00a0a non-controlling interest:
\n\u00a0
\n \n| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | Aphria | \u00a0 | \u00a0 | ColCanna | \u00a0 | \u00a0 | May 31, | \u00a0 | |||
| \u00a0 | \u00a0 | Enroot | \u00a0 | \u00a0 | Diamond | \u00a0 | \u00a0 | S.A.S. | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Current assets | \u00a0 | $ | 201 | \u00a0 | \u00a0 | $ | 110,664 | \u00a0 | \u00a0 | $ | 1 | \u00a0 | \u00a0 | $ | 110,866 | \u00a0 |
| Non-current assets | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 105,278 | \u00a0 | \u00a0 | \u00a0 | 3,756 | \u00a0 | \u00a0 | \u00a0 | 109,034 | \u00a0 |
| Current liabilities | \u00a0 | \u00a0 | (4 | ) | \u00a0 | \u00a0 | (129,883 | ) | \u00a0 | \u00a0 | (7,147 | ) | \u00a0 | \u00a0 | (137,034 | ) |
| Non-current liabilities | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | (38,231 | ) | \u00a0 | \u00a0 | (1,440 | ) | \u00a0 | \u00a0 | (39,671 | ) |
| Net assets | \u00a0 | $ | 197 | \u00a0 | \u00a0 | $ | 47,828 | \u00a0 | \u00a0 | $ | (4,830 | ) | \u00a0 | $ | 43,195 | \u00a0 |
\u00a0
\n \n \nThe following table provides a summary of certain income statement information for the three months ended August 31, 2026, before intercompany eliminations, relating to the above referenced majority-owned subsidiaries of the Company in which there was\u00a0a non-controlling interest:
\n\u00a0
\n \n| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | Aphria | \u00a0 | \u00a0 | ColCanna | \u00a0 | \u00a0 | August 31, | \u00a0 | |||
| \u00a0 | \u00a0 | Enroot | \u00a0 | \u00a0 | Diamond | \u00a0 | \u00a0 | S.A.S. | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Revenue | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 14,868 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 14,868 | \u00a0 |
| Total expenses | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 8,738 | \u00a0 | \u00a0 | \u00a0 | (1,053 | ) | \u00a0 | \u00a0 | 7,685 | \u00a0 |
| Net (loss) income | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 6,130 | \u00a0 | \u00a0 | \u00a0 | 1,053 | \u00a0 | \u00a0 | \u00a0 | 7,183 | \u00a0 |
| Other comprehensive (loss) income | \u00a0 | \u00a0 | 2 | \u00a0 | \u00a0 | \u00a0 | (563 | ) | \u00a0 | \u00a0 | (535 | ) | \u00a0 | \u00a0 | (1,096 | ) |
| Net comprehensive (loss) income | \u00a0 | $ | 2 | \u00a0 | \u00a0 | $ | 5,567 | \u00a0 | \u00a0 | $ | 518 | \u00a0 | \u00a0 | $ | 6,087 | \u00a0 |
| Non-controlling interest % | \u00a0 | \u00a0 | 25 | % | \u00a0 | \u00a0 | 49 | % | \u00a0 | \u00a0 | 10 | % | \u00a0 | NA | \u00a0 | |
| Net comprehensive (loss) income attributable to NCI | \u00a0 | $ | 1 | \u00a0 | \u00a0 | $ | 2,728 | \u00a0 | \u00a0 | $ | 52 | \u00a0 | \u00a0 | $ | 2,781 | \u00a0 |
\u00a0
\nThe following table provides a summary of certain income statement information for the\u00a0three months ended August 31,\u00a02025, before intercompany eliminations, relating to the above referenced majority-owned subsidiaries of the Company in which there was\u00a0a non-controlling interest:\u00a0
\n\u00a0
\n\u00a0
\n \n| \u00a0 | \u00a0 | Aphria | \u00a0 | \u00a0 | ColCanna | \u00a0 | \u00a0 | August 31, | \u00a0 | |||
| \u00a0 | \u00a0 | Diamond | \u00a0 | \u00a0 | S.A.S. | \u00a0 | \u00a0 | 2025 | \u00a0 | |||
| Revenue | \u00a0 | $ | 18,102 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 18,102 | \u00a0 |
| Total expenses | \u00a0 | \u00a0 | 13,497 | \u00a0 | \u00a0 | \u00a0 | (186 | ) | \u00a0 | \u00a0 | 13,311 | \u00a0 |
| Net (loss) income | \u00a0 | \u00a0 | 4,605 | \u00a0 | \u00a0 | \u00a0 | 186 | \u00a0 | \u00a0 | \u00a0 | 4,791 | \u00a0 |
| Other comprehensive (loss) income | \u00a0 | \u00a0 | (911 | ) | \u00a0 | \u00a0 | (147 | ) | \u00a0 | \u00a0 | (1,058 | ) |
| Net comprehensive (loss) income | \u00a0 | $ | 3,694 | \u00a0 | \u00a0 | $ | 39 | \u00a0 | \u00a0 | $ | 3,733 | \u00a0 |
| Non-controlling interest % | \u00a0 | \u00a0 | 49 | % | \u00a0 | \u00a0 | 10 | % | \u00a0 | NA | \u00a0 | |
| Net comprehensive (loss) income attributable to NCI | \u00a0 | $ | 1,810 | \u00a0 | \u00a0 | $ | 4 | \u00a0 | \u00a0 | $ | 1,814 | \u00a0 |
\u00a0 \u00a0 \u00a0\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-28"}]},{"name":"rpt:f-938","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","srt:OwnershipAxis":"tlry:EnrootMember"},"factValues":[{"value":"0.75","decimals":2}],"properties":[{"property":"rs:groups","value":"rpt:group-29"}]},{"name":"rpt:f-939","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","srt:OwnershipAxis":"tlry:AphriaDiamondMember"},"factValues":[{"value":"0.51","decimals":2}],"properties":[{"property":"rs:groups","value":"rpt:group-29"}]},{"name":"rpt:f-940","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","srt:OwnershipAxis":"tlry:ColCannaSASMember"},"factValues":[{"value":"0.90","decimals":1}],"properties":[{"property":"rs:groups","value":"rpt:group-29"}]},{"name":"rpt:f-941","factDimensions":{"xbrl:concept":"srt:ScheduleOfCondensedBalanceSheetTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | Aphria | \u00a0 | \u00a0 | ColCanna | \u00a0 | \u00a0 | August 31, | \u00a0 | |||
| \u00a0 | \u00a0 | Enroot | \u00a0 | \u00a0 | Diamond | \u00a0 | \u00a0 | S.A.S. | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Current assets | \u00a0 | $ | 218 | \u00a0 | \u00a0 | $ | 114,803 | \u00a0 | \u00a0 | $ | 2 | \u00a0 | \u00a0 | $ | 115,023 | \u00a0 |
| Non-current assets | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 101,375 | \u00a0 | \u00a0 | \u00a0 | 4,313 | \u00a0 | \u00a0 | \u00a0 | 105,688 | \u00a0 |
| Current liabilities | \u00a0 | \u00a0 | (19 | ) | \u00a0 | \u00a0 | (126,709 | ) | \u00a0 | \u00a0 | (7,185 | ) | \u00a0 | \u00a0 | (133,913 | ) |
| Non-current liabilities | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | (36,074 | ) | \u00a0 | \u00a0 | (1,442 | ) | \u00a0 | \u00a0 | (37,516 | ) |
| Net assets | \u00a0 | $ | 199 | \u00a0 | \u00a0 | $ | 53,395 | \u00a0 | \u00a0 | $ | (4,312 | ) | \u00a0 | $ | 49,282 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | Aphria | \u00a0 | \u00a0 | ColCanna | \u00a0 | \u00a0 | May 31, | \u00a0 | |||
| \u00a0 | \u00a0 | Enroot | \u00a0 | \u00a0 | Diamond | \u00a0 | \u00a0 | S.A.S. | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Current assets | \u00a0 | $ | 201 | \u00a0 | \u00a0 | $ | 110,664 | \u00a0 | \u00a0 | $ | 1 | \u00a0 | \u00a0 | $ | 110,866 | \u00a0 |
| Non-current assets | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 105,278 | \u00a0 | \u00a0 | \u00a0 | 3,756 | \u00a0 | \u00a0 | \u00a0 | 109,034 | \u00a0 |
| Current liabilities | \u00a0 | \u00a0 | (4 | ) | \u00a0 | \u00a0 | (129,883 | ) | \u00a0 | \u00a0 | (7,147 | ) | \u00a0 | \u00a0 | (137,034 | ) |
| Non-current liabilities | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | (38,231 | ) | \u00a0 | \u00a0 | (1,440 | ) | \u00a0 | \u00a0 | (39,671 | ) |
| Net assets | \u00a0 | $ | 197 | \u00a0 | \u00a0 | $ | 47,828 | \u00a0 | \u00a0 | $ | (4,830 | ) | \u00a0 | $ | 43,195 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | Aphria | \u00a0 | \u00a0 | ColCanna | \u00a0 | \u00a0 | August 31, | \u00a0 | |||
| \u00a0 | \u00a0 | Enroot | \u00a0 | \u00a0 | Diamond | \u00a0 | \u00a0 | S.A.S. | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Revenue | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 14,868 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 14,868 | \u00a0 |
| Total expenses | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 8,738 | \u00a0 | \u00a0 | \u00a0 | (1,053 | ) | \u00a0 | \u00a0 | 7,685 | \u00a0 |
| Net (loss) income | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 6,130 | \u00a0 | \u00a0 | \u00a0 | 1,053 | \u00a0 | \u00a0 | \u00a0 | 7,183 | \u00a0 |
| Other comprehensive (loss) income | \u00a0 | \u00a0 | 2 | \u00a0 | \u00a0 | \u00a0 | (563 | ) | \u00a0 | \u00a0 | (535 | ) | \u00a0 | \u00a0 | (1,096 | ) |
| Net comprehensive (loss) income | \u00a0 | $ | 2 | \u00a0 | \u00a0 | $ | 5,567 | \u00a0 | \u00a0 | $ | 518 | \u00a0 | \u00a0 | $ | 6,087 | \u00a0 |
| Non-controlling interest % | \u00a0 | \u00a0 | 25 | % | \u00a0 | \u00a0 | 49 | % | \u00a0 | \u00a0 | 10 | % | \u00a0 | NA | \u00a0 | |
| Net comprehensive (loss) income attributable to NCI | \u00a0 | $ | 1 | \u00a0 | \u00a0 | $ | 2,728 | \u00a0 | \u00a0 | $ | 52 | \u00a0 | \u00a0 | $ | 2,781 | \u00a0 |
| \u00a0 | \u00a0 | Aphria | \u00a0 | \u00a0 | ColCanna | \u00a0 | \u00a0 | August 31, | \u00a0 | |||
| \u00a0 | \u00a0 | Diamond | \u00a0 | \u00a0 | S.A.S. | \u00a0 | \u00a0 | 2025 | \u00a0 | |||
| Revenue | \u00a0 | $ | 18,102 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 18,102 | \u00a0 |
| Total expenses | \u00a0 | \u00a0 | 13,497 | \u00a0 | \u00a0 | \u00a0 | (186 | ) | \u00a0 | \u00a0 | 13,311 | \u00a0 |
| Net (loss) income | \u00a0 | \u00a0 | 4,605 | \u00a0 | \u00a0 | \u00a0 | 186 | \u00a0 | \u00a0 | \u00a0 | 4,791 | \u00a0 |
| Other comprehensive (loss) income | \u00a0 | \u00a0 | (911 | ) | \u00a0 | \u00a0 | (147 | ) | \u00a0 | \u00a0 | (1,058 | ) |
| Net comprehensive (loss) income | \u00a0 | $ | 3,694 | \u00a0 | \u00a0 | $ | 39 | \u00a0 | \u00a0 | $ | 3,733 | \u00a0 |
| Non-controlling interest % | \u00a0 | \u00a0 | 49 | % | \u00a0 | \u00a0 | 10 | % | \u00a0 | NA | \u00a0 | |
| Net comprehensive (loss) income attributable to NCI | \u00a0 | $ | 1,810 | \u00a0 | \u00a0 | $ | 4 | \u00a0 | \u00a0 | $ | 1,814 | \u00a0 |
Note 17. Income taxes\u00a0
\n\u00a0
\nThe determination of the Company\u2019s overall effective\u00a0tax\u00a0rate requires significant judgment, the use of estimates, and the interpretation and application of complex\u00a0tax\u00a0laws. The effective\u00a0tax\u00a0rate reflects the income earned and taxed in various United States federal, state, and foreign jurisdictions.\u00a0Tax\u00a0law changes, increases, and decreases in temporary and permanent differences between book and\u00a0tax\u00a0items, valuation allowances against the deferred tax assets, stock compensation, and the Company\u2019s change in income in each jurisdiction all affect the overall effective\u00a0tax\u00a0rate. It is the Company\u2019s practice to recognize interest and penalties related to uncertain\u00a0tax\u00a0positions in income\u00a0tax\u00a0expense.
\n\u00a0
\nThe Company reported income tax expense of $1,725 for the three months ended August 31, 2026, and an income tax recovery of $(2,285) for the three months ended August 31,\u00a02025. The income tax expense\u00a0in the current period varies from the Federal\u00a0statutory 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.
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-33"}]},{"name":"rpt:f-1031","factDimensions":{"xbrl:concept":"us-gaap:IncomeTaxExpenseBenefit","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1725000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-3 rpt:group-34 rpt:group-68"}]},{"name":"rpt:f-1032","factDimensions":{"xbrl:concept":"us-gaap:IncomeTaxExpenseBenefit","xbrl:period":"2025-06-01T00:00:00/2025-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-2285000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-3 rpt:group-34 rpt:group-68"}]},{"name":"rpt:f-1033","factDimensions":{"xbrl:concept":"us-gaap:CommitmentsAndContingenciesDisclosureTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \nNote 18. Commitments and contingencies
\n\u00a0
\nPurchase and other commitments
\n\u00a0
\nThe Company has financial commitments that are classified as\u00a0long-term debt, refer to Note 11\u00a0(Long-term debt), as convertible notes, refer to Note 12\u00a0(Convertible debentures payable), as material purchase commitments, which are inclusive of\u00a0multi-period\u00a0sponsorship rights, and as construction commitments as follows:
\n\u00a0
\n \n| \u00a0 | \u00a0 | Total | \u00a0 | \u00a0 | 2027 | \u00a0 | \u00a0 | 2028 | \u00a0 | \u00a0 | 2029 | \u00a0 | \u00a0 | 2030 | \u00a0 | \u00a0 | Thereafter | \u00a0 | ||||||
| Long-term debt repayment | \u00a0 | $ | 134,301 | \u00a0 | \u00a0 | $ | 15,457 | \u00a0 | \u00a0 | $ | 86,454 | \u00a0 | \u00a0 | $ | 3,511 | \u00a0 | \u00a0 | $ | 3,681 | \u00a0 | \u00a0 | $ | 25,198 | \u00a0 |
| Convertible debentures payable | \u00a0 | \u00a0 | 64,000 | \u00a0 | \u00a0 | \u00a0 | 64,000 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 |
| Material purchase obligations | \u00a0 | \u00a0 | 67,974 | \u00a0 | \u00a0 | \u00a0 | 50,650 | \u00a0 | \u00a0 | \u00a0 | 11,320 | \u00a0 | \u00a0 | \u00a0 | 1,739 | \u00a0 | \u00a0 | \u00a0 | 1,767 | \u00a0 | \u00a0 | \u00a0 | 2,498 | \u00a0 |
| Construction commitments | \u00a0 | \u00a0 | 1,343 | \u00a0 | \u00a0 | \u00a0 | 1,343 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 |
| Total | \u00a0 | $ | 267,618 | \u00a0 | \u00a0 | $ | 131,450 | \u00a0 | \u00a0 | $ | 97,774 | \u00a0 | \u00a0 | $ | 5,250 | \u00a0 | \u00a0 | $ | 5,448 | \u00a0 | \u00a0 | $ | 27,696 | \u00a0 |
\u00a0
\nThe amounts presented in the above table represent contractual commitments which are expected to be settled within the next twelve months from August 31, 2026, with each subsequent column representing the succeeding twelve month period.
\n\u00a0
\nLegal proceedings
\n\u00a0
\nIn 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 Financial Statements. These legal reserves\u00a0 may\u00a0be increased or decreased to reflect any relevant developments on a quarterly basis. In circumstances where a loss is\u00a0not\u00a0probable or the amount of loss is\u00a0not\u00a0estimable, we do\u00a0not\u00a0accrue legal reserves. While the outcome of legal proceedings carry an inherent degree of uncertainty, our management believes that it has established appropriate legal reserves based on the information currently available and available insurance coverage. Any incremental liabilities arising from pending legal proceedings are\u00a0not\u00a0expected to have a material adverse effect on our consolidated financial position, consolidated results of operations, or consolidated cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable,\u00a0 may\u00a0be material to our consolidated financial position, consolidated results of operations, or consolidated cash flows.
\n\u00a0
\nThere have been no material changes in\u00a0the legal proceedings since\u00a0our Annual Report on Form 10-K\u00a0for the fiscal year ended\u00a0 May 31, 2026.
\n\u00a0
\nSummary of litigation accruals\u00a0
\n\u00a0
\nAs described in Note 10\u00a0(Accounts payable and accrued liabilities), the total estimated litigation\u00a0expense accrual included in accrued liabilities as of\u00a0 August 31, 2026\u00a0and May 31, 2026\u00a0was\u00a0$11,923\u00a0and\u00a0$11,931, respectively. During the three months ended August 31, 2026, the accrual decreased as a result of foreign exchange effects. As described above, this accrual reflects reserves established for various ongoing litigation matters with probable losses that can be reasonably estimated.
\n\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-35"}]},{"name":"rpt:f-1034","factDimensions":{"xbrl:concept":"srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | Total | \u00a0 | \u00a0 | 2027 | \u00a0 | \u00a0 | 2028 | \u00a0 | \u00a0 | 2029 | \u00a0 | \u00a0 | 2030 | \u00a0 | \u00a0 | Thereafter | \u00a0 | ||||||
| Long-term debt repayment | \u00a0 | $ | 134,301 | \u00a0 | \u00a0 | $ | 15,457 | \u00a0 | \u00a0 | $ | 86,454 | \u00a0 | \u00a0 | $ | 3,511 | \u00a0 | \u00a0 | $ | 3,681 | \u00a0 | \u00a0 | $ | 25,198 | \u00a0 |
| Convertible debentures payable | \u00a0 | \u00a0 | 64,000 | \u00a0 | \u00a0 | \u00a0 | 64,000 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 |
| Material purchase obligations | \u00a0 | \u00a0 | 67,974 | \u00a0 | \u00a0 | \u00a0 | 50,650 | \u00a0 | \u00a0 | \u00a0 | 11,320 | \u00a0 | \u00a0 | \u00a0 | 1,739 | \u00a0 | \u00a0 | \u00a0 | 1,767 | \u00a0 | \u00a0 | \u00a0 | 2,498 | \u00a0 |
| Construction commitments | \u00a0 | \u00a0 | 1,343 | \u00a0 | \u00a0 | \u00a0 | 1,343 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 |
| Total | \u00a0 | $ | 267,618 | \u00a0 | \u00a0 | $ | 131,450 | \u00a0 | \u00a0 | $ | 97,774 | \u00a0 | \u00a0 | $ | 5,250 | \u00a0 | \u00a0 | $ | 5,448 | \u00a0 | \u00a0 | $ | 27,696 | \u00a0 |
Note 19. Net revenue
\n\u00a0
\nThe Company reports Net revenue in\u00a0four\u00a0reporting segments: beverage, cannabis, distribution, and wellness. Net revenue for the\u00a0three months ended August 31, 2026\u00a0and three months ended August 31,\u00a02025\u00a0were as follows:
\n\u00a0
\n \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Beverage revenue | \u00a0 | $ | 104,237 | \u00a0 | \u00a0 | $ | 58,512 | \u00a0 |
| Beverage excise taxes | \u00a0 | \u00a0 | (2,741 | ) | \u00a0 | \u00a0 | (2,773 | ) |
| Net beverage revenue | \u00a0 | \u00a0 | 101,496 | \u00a0 | \u00a0 | \u00a0 | 55,739 | \u00a0 |
| Cannabis revenue | \u00a0 | \u00a0 | 75,191 | \u00a0 | \u00a0 | \u00a0 | 87,735 | \u00a0 |
| Cannabis excise taxes | \u00a0 | \u00a0 | (19,082 | ) | \u00a0 | \u00a0 | (23,224 | ) |
| Net cannabis revenue | \u00a0 | \u00a0 | 56,109 | \u00a0 | \u00a0 | \u00a0 | 64,511 | \u00a0 |
| Distribution revenue | \u00a0 | \u00a0 | 84,266 | \u00a0 | \u00a0 | \u00a0 | 74,007 | \u00a0 |
| Wellness revenue | \u00a0 | \u00a0 | 15,276 | \u00a0 | \u00a0 | \u00a0 | 15,244 | \u00a0 |
| Total | \u00a0 | $ | 257,147 | \u00a0 | \u00a0 | $ | 209,501 | \u00a0 |
\u00a0\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-39"}]},{"name":"rpt:f-1068","factDimensions":{"xbrl:concept":"us-gaap:DisaggregationOfRevenueTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Beverage revenue | \u00a0 | $ | 104,237 | \u00a0 | \u00a0 | $ | 58,512 | \u00a0 |
| Beverage excise taxes | \u00a0 | \u00a0 | (2,741 | ) | \u00a0 | \u00a0 | (2,773 | ) |
| Net beverage revenue | \u00a0 | \u00a0 | 101,496 | \u00a0 | \u00a0 | \u00a0 | 55,739 | \u00a0 |
| Cannabis revenue | \u00a0 | \u00a0 | 75,191 | \u00a0 | \u00a0 | \u00a0 | 87,735 | \u00a0 |
| Cannabis excise taxes | \u00a0 | \u00a0 | (19,082 | ) | \u00a0 | \u00a0 | (23,224 | ) |
| Net cannabis revenue | \u00a0 | \u00a0 | 56,109 | \u00a0 | \u00a0 | \u00a0 | 64,511 | \u00a0 |
| Distribution revenue | \u00a0 | \u00a0 | 84,266 | \u00a0 | \u00a0 | \u00a0 | 74,007 | \u00a0 |
| Wellness revenue | \u00a0 | \u00a0 | 15,276 | \u00a0 | \u00a0 | \u00a0 | 15,244 | \u00a0 |
| Total | \u00a0 | $ | 257,147 | \u00a0 | \u00a0 | $ | 209,501 | \u00a0 |
Note 20. Cost of goods sold
\n\u00a0
\nThe Company reports Cost of goods sold in\u00a0four\u00a0reporting segments: beverage, cannabis, distribution, and wellness.\u00a0Cost of goods sold for the\u00a0three months ended August 31, 2026\u00a0and three months ended August 31,\u00a02025\u00a0were as follows:
\n\u00a0
\n \n| \u00a0 | \n\u00a0 | \n For the three months ended | \n \u00a0 | \n|||||
| \u00a0 | \n\u00a0 | \n August 31, | \n \u00a0 | \n\u00a0 | \n August 31, | \n \u00a0 | \n||
| \u00a0 | \n\u00a0 | \n 2026 | \n \u00a0 | \n\u00a0 | \n 2025 | \n \u00a0 | \n||
| Beverage costs | \n \u00a0 | \n\u00a0 | \n59,489 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n34,413 | \n\u00a0 | \n
| Cannabis costs | \n \u00a0 | \n\u00a0 | \n34,087 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n41,241 | \n\u00a0 | \n
| Distribution costs | \n \u00a0 | \n\u00a0 | \n75,143 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n66,008 | \n\u00a0 | \n
| Wellness costs | \n \u00a0 | \n\u00a0 | \n10,919 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n10,370 | \n\u00a0 | \n
| Total | \n \u00a0 | \n$ | \n179,638 | \n\u00a0 | \n\u00a0 | \n$ | \n152,032 | \n\u00a0 | \n
\u00a0 \u00a0 \u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-45"}]},{"name":"rpt:f-1088","factDimensions":{"xbrl:concept":"tlry:ScheduleOfCostOfGoodsSoldTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \n\u00a0 | \n For the three months ended | \n \u00a0 | \n|||||
| \u00a0 | \n\u00a0 | \n August 31, | \n \u00a0 | \n\u00a0 | \n August 31, | \n \u00a0 | \n||
| \u00a0 | \n\u00a0 | \n 2026 | \n \u00a0 | \n\u00a0 | \n 2025 | \n \u00a0 | \n||
| Beverage costs | \n \u00a0 | \n\u00a0 | \n59,489 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n34,413 | \n\u00a0 | \n
| Cannabis costs | \n \u00a0 | \n\u00a0 | \n34,087 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n41,241 | \n\u00a0 | \n
| Distribution costs | \n \u00a0 | \n\u00a0 | \n75,143 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n66,008 | \n\u00a0 | \n
| Wellness costs | \n \u00a0 | \n\u00a0 | \n10,919 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n10,370 | \n\u00a0 | \n
| Total | \n \u00a0 | \n$ | \n179,638 | \n\u00a0 | \n\u00a0 | \n$ | \n152,032 | \n\u00a0 | \n
Note 21. General and administrative expenses
\n\u00a0
\nGeneral and administrative expenses\u00a0for the\u00a0three months ended August 31, 2026\u00a0and three months ended August 31,\u00a02025\u00a0were as follows:
\n\u00a0
\n \n| \u00a0 | \n\u00a0 | \n For the three months ended | \n \u00a0 | \n|||||
| \u00a0 | \n\u00a0 | \n August 31, | \n \u00a0 | \n\u00a0 | \n August 31, | \n \u00a0 | \n||
| \u00a0 | \n\u00a0 | \n 2026 | \n \u00a0 | \n\u00a0 | \n 2025 | \n \u00a0 | \n||
| Salaries and wages | \n \u00a0 | \n$ | \n26,108 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n21,736 | \n\u00a0 | \n
| Office and general | \n \u00a0 | \n\u00a0 | \n16,942 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n8,697 | \n\u00a0 | \n
| Stock-based compensation | \n \u00a0 | \n\u00a0 | \n6,584 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n5,052 | \n\u00a0 | \n
| Insurance | \n \u00a0 | \n\u00a0 | \n2,910 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n2,393 | \n\u00a0 | \n
| Professional fees | \n \u00a0 | \n\u00a0 | \n632 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n1,218 | \n\u00a0 | \n
| Gain on sale of capital assets | \n \u00a0 | \n\u00a0 | \n(101 | \n) | \n\u00a0 | \n\u00a0 | \n(241 | \n) | \n
| Travel and accommodation | \n \u00a0 | \n\u00a0 | \n2,305 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n1,312 | \n\u00a0 | \n
| Rent | \n \u00a0 | \n\u00a0 | \n2,228 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n886 | \n\u00a0 | \n
| Total | \n \u00a0 | \n$ | \n57,608 | \n\u00a0 | \n\u00a0 | \n$ | \n41,053 | \n\u00a0 | \n
\u00a0
\n \n \n "}],"properties":[{"property":"rs:groups","value":"rpt:group-48"}]},{"name":"rpt:f-1100","factDimensions":{"xbrl:concept":"tlry:ScheduleOfGeneralAndAdministrativeExpensesTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \n\u00a0 | \n For the three months ended | \n \u00a0 | \n|||||
| \u00a0 | \n\u00a0 | \n August 31, | \n \u00a0 | \n\u00a0 | \n August 31, | \n \u00a0 | \n||
| \u00a0 | \n\u00a0 | \n 2026 | \n \u00a0 | \n\u00a0 | \n 2025 | \n \u00a0 | \n||
| Salaries and wages | \n \u00a0 | \n$ | \n26,108 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n21,736 | \n\u00a0 | \n
| Office and general | \n \u00a0 | \n\u00a0 | \n16,942 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n8,697 | \n\u00a0 | \n
| Stock-based compensation | \n \u00a0 | \n\u00a0 | \n6,584 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n5,052 | \n\u00a0 | \n
| Insurance | \n \u00a0 | \n\u00a0 | \n2,910 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n2,393 | \n\u00a0 | \n
| Professional fees | \n \u00a0 | \n\u00a0 | \n632 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n1,218 | \n\u00a0 | \n
| Gain on sale of capital assets | \n \u00a0 | \n\u00a0 | \n(101 | \n) | \n\u00a0 | \n\u00a0 | \n(241 | \n) | \n
| Travel and accommodation | \n \u00a0 | \n\u00a0 | \n2,305 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n1,312 | \n\u00a0 | \n
| Rent | \n \u00a0 | \n\u00a0 | \n2,228 | \n\u00a0 | \n\u00a0 | \n\u00a0 | \n886 | \n\u00a0 | \n
| Total | \n \u00a0 | \n$ | \n57,608 | \n\u00a0 | \n\u00a0 | \n$ | \n41,053 | \n\u00a0 | \n
Note 22. Restructuring charges
\n\u00a0
\nIn connection with the integration of certain acquisitions and strategic transactions, the Company has incurred restructuring and exit costs in the amount of\u00a0$2,447\u00a0for the three months ended August 31, 2026, compared to $869\u00a0for the\u00a0three months ended August 31,\u00a02025. All restructuring\u00a0plans are approved at the executive level, and their associated expenses are recognized in\u00a0the period in which the plan is\u00a0committed or otherwise incurred.
\n\u00a0
\nWithin the Beverage segment, restructuring activities primarily related to\u00a0a business optimization plan designed to consolidate production, streamline and simplify operations, and improve the Beverage cost structure. Activities implemented under the plan included the closure of and the consolidation of volumes into certain brewery and related facilities.\u00a0 More specifically, in connection with our business optimization plan, we made decisions to cease production at our Terrapin facility in Athens, GA and our Hop Valley facility located in Eugene, OR, as well as executing\u00a0an agreement to divest our Atwater business.\u00a0Restructuring charges primarily consisted of employee termination severance and benefits, facility closure and exit costs, contract and other termination costs, costs associated with SKU rationalization activities, and other costs directly associated with the execution of the plan. As a result, during the\u00a0three months ended August 31, 2026, the Company incurred $2,258\u00a0of restructuring related expenses associated with these efforts. The Company expects these specific initiatives to be substantially completed by the end of fiscal 2027.
\n\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-51"}]},{"name":"rpt:f-1120","factDimensions":{"xbrl:concept":"us-gaap:RestructuringCosts","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2447000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-52"}]},{"name":"rpt:f-1121","factDimensions":{"xbrl:concept":"us-gaap:RestructuringCosts","xbrl:period":"2025-06-01T00:00:00/2025-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"869000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-52"}]},{"name":"rpt:f-1122","factDimensions":{"xbrl:concept":"us-gaap:RestructuringCosts","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:RestructuringCostAndReserveAxis":"tlry:ClosureOfHopValleyMember","us-gaap:StatementBusinessSegmentsAxis":"tlry:BeverageSegmentMember"},"factValues":[{"value":"2258000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-52"}]},{"name":"rpt:f-1123","factDimensions":{"xbrl:concept":"us-gaap:OtherNonoperatingIncomeAndExpenseTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \nNote 23. Non-operating income (expense), net
\n\u00a0
\nNon-operating income (expense), net for the\u00a0three months ended August 31, 2026\u00a0and three months ended August 31,\u00a02025\u00a0are\u00a0as follows:
\n\u00a0
\n \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Change in fair value of warrant liability | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | (3,670 | ) |
| Foreign exchange gain (loss) | \u00a0 | \u00a0 | (11,234 | ) | \u00a0 | \u00a0 | 6,928 | \u00a0 |
| (Loss) gain on long-term investments | \u00a0 | \u00a0 | (27 | ) | \u00a0 | \u00a0 | 39 | \u00a0 |
| Unrealized gain (loss) on digital assets | \u00a0 | \u00a0 | 46 | \u00a0 | \u00a0 | \u00a0 | (8 | ) |
| Other non-operating (losses) gains, net | \u00a0 | \u00a0 | 3,442 | \u00a0 | \u00a0 | \u00a0 | 543 | \u00a0 |
| Total | \u00a0 | $ | (7,773 | ) | \u00a0 | $ | 3,832 | \u00a0 |
\u00a0
\nThe other non-operating (losses) gains, net for the\u00a0three months ended August 31, 2026, were gains of $3,442,\u00a0which were\u00a0mainly\u00a0comprised of a gain of $3,495 resulting from the exchange transaction of\u00a0the TLRY\u00a027\u00a0Note, as described in Note 12 (Convertible debentures payable).\u00a0
\n\u00a0
\nThe other non-operating (losses) gains, net for the\u00a0three months ended August 31,\u00a02025, were\u00a0gains of $543, which were\u00a0mainly comprised of the gain of $495 resulting from the exchange transaction of\u00a0the TLRY\u00a027\u00a0Note.
\n\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-53"}]},{"name":"rpt:f-1124","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Change in fair value of warrant liability | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | (3,670 | ) |
| Foreign exchange gain (loss) | \u00a0 | \u00a0 | (11,234 | ) | \u00a0 | \u00a0 | 6,928 | \u00a0 |
| (Loss) gain on long-term investments | \u00a0 | \u00a0 | (27 | ) | \u00a0 | \u00a0 | 39 | \u00a0 |
| Unrealized gain (loss) on digital assets | \u00a0 | \u00a0 | 46 | \u00a0 | \u00a0 | \u00a0 | (8 | ) |
| Other non-operating (losses) gains, net | \u00a0 | \u00a0 | 3,442 | \u00a0 | \u00a0 | \u00a0 | 543 | \u00a0 |
| Total | \u00a0 | $ | (7,773 | ) | \u00a0 | $ | 3,832 | \u00a0 |
Note 24. Financial risk management and financial instruments
\n\u00a0
\nFinancial instruments
\n\u00a0
\nThe Company's classification of its financial instruments is described in Note 3\u00a0(Significant accounting policies) in the Notes to our Annual Financial Statements.
\n\u00a0
\nThe carrying values of marketable securities, accounts receivable, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity.
\n\u00a0
\nOn\u00a0 August 31, 2026\u00a0and\u00a0 May 31, 2026, the Company had long-term debt of $1,613 and $1,822, respectively,\u00a0and the principal portion of convertible debentures payable of $64,000 and $88,000, respectively,\u00a0subject to fixed interest rates. The Company\u2019s long-term debt is valued based on discounting the future cash outflows associated with the long-term debt. The discount rate is based on the incremental premium above market rates for the securities issued by U.S. Department of the Treasury with similar duration. In each period thereafter, the incremental premium is held constant while the U.S. Department of the Treasury security is based on the then current market value to derive the discount rate.
\n\u00a0
\n \n \nThe following tables present information about the Company\u2019s assets and liabilities as of August 31, 2026 and\u00a0 May 31, 2026, that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
\n\u00a0
\n \n| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | August 31, | \u00a0 | |
| \u00a0 | \u00a0 | Level 1 | \u00a0 | \u00a0 | Level 2 | \u00a0 | \u00a0 | Level 3 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Financial assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | $ | 214,960 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 214,960 | \u00a0 |
| Restricted cash | \u00a0 | \u00a0 | 3,383 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 3,383 | \u00a0 |
| Marketable securities | \u00a0 | \u00a0 | 3,047 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 3,047 | \u00a0 |
| Long-term investments | \u00a0 | \u00a0 | 1,025 | \u00a0 | \u00a0 | \u00a0 | 976 | \u00a0 | \u00a0 | \u00a0 | 4,364 | \u00a0 | \u00a0 | \u00a0 | 6,365 | \u00a0 |
| Digital assets | \u00a0 | \u00a0 | 720 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 720 | \u00a0 |
| Total recurring fair value measurements | \u00a0 | $ | 223,135 | \u00a0 | \u00a0 | $ | 976 | \u00a0 | \u00a0 | $ | 4,364 | \u00a0 | \u00a0 | $ | 228,475 | \u00a0 |
\u00a0
\n \n| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | May 31, | \u00a0 | |
| \u00a0 | \u00a0 | Level 1 | \u00a0 | \u00a0 | Level 2 | \u00a0 | \u00a0 | Level 3 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Financial assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | $ | 225,977 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 225,977 | \u00a0 |
| Marketable securities | \u00a0 | \u00a0 | 5,289 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 5,289 | \u00a0 |
| Long-term investments | \u00a0 | \u00a0 | 1,197 | \u00a0 | \u00a0 | \u00a0 | 990 | \u00a0 | \u00a0 | \u00a0 | 4,364 | \u00a0 | \u00a0 | \u00a0 | 6,551 | \u00a0 |
| Total recurring fair value measurements | \u00a0 | $ | 232,463 | \u00a0 | \u00a0 | $ | 990 | \u00a0 | \u00a0 | $ | 4,364 | \u00a0 | \u00a0 | $ | 237,817 | \u00a0 |
\u00a0
\nThe Company\u2019s financial assets and liabilities required to be measured on a recurring basis are its equity investments measured at fair value, digital assets, acquisition-related contingent consideration, and warrant liability.
\n\u00a0
\nDuring the\u00a0three months ended August 31, 2026, the Company did not purchase any units of Bitcoin or other cryptocurrency. Digital assets recorded\u00a0at fair value have quoted prices in active markets for identical assets and are classified as Level\u00a01. The following table presents the Company\u2019s\u00a0digital asset holdings as of August 31, 2026:
\n\u00a0
\n \n| \u00a0 | \u00a0 | Quantity | \u00a0 | \u00a0 | Cost Basis | \u00a0 | \u00a0 | Fair Value | \u00a0 | \u00a0 | Cumulative Unrealized Gain (Loss) | \u00a0 | ||||
| Bitcoin | \u00a0 | \u00a0 | 9.16 | \u00a0 | \u00a0 | $ | 1,000 | \u00a0 | \u00a0 | $ | 720 | \u00a0 | \u00a0 | $ | (280 | ) |
| Total digital assets | \u00a0 | \u00a0 | 9.16 | \u00a0 | \u00a0 | $ | 1,000 | \u00a0 | \u00a0 | $ | 720 | \u00a0 | \u00a0 | $ | (280 | ) |
\u00a0
\nCertain equity investments recorded at fair value have quoted prices in active markets for identical assets and are classified as Level\u00a01. The\u00a0Company classified securities with observable inputs as Level\u00a02\u00a0and without a quoted market price as Level\u00a03.
\n\u00a0
\nAs of August 31, 2026\u00a0and May 31, 2026, included within Equity investment under measurement alternative (Level 3) is an option to acquire a\u00a068% membership interest in\u00a0SH Acquisition\u00a0for $1.00 upon U.S. federal cannabis legalization, which was valued at $4,364 and $4,364, respectively. The valuation continues to assume a 70% probability of U.S. federal cannabis legalization, which is required for the option to become exercisable, as further described below.\u00a0
\n\u00a0
\nA portion of the total consideration to be paid in connection with the Company\u2019s acquisition\u00a0of Montauk Brewing Company (\u201cMontauk\u201d) was\u00a0contingent upon the achievement by Montauk of certain financial measures as of December 31, 2025. In the event that Montauk achieved either the pre-determined\u00a0sales volume target or EBITDA target, then $15,000\u00a0of contingent consideration would be deemed earned and payable. If both the sales volume target and the EBITDA target were achieved, an additional $3,000 would be deemed earned and payable for a total contingent consideration payment of $18,000.
\n\u00a0
\nDuring the three months ended August 31, 2026,\u00a0there was no change in the fair value of contingent consideration, as the applicable measurement period concluded during the prior fiscal year and as a result no contingent consideration obligation was payable.
\n\u00a0
\nThe fair value measurement was\u00a0based on significant unobservable inputs related to projected operating performance and expected cash outflows and was therefore classified as a\u00a0Level 3 fair value measurement.
\n\u00a0
\nThe balances of assets and liabilities categorized within Level\u00a03\u00a0of the fair value hierarchy, including equity investments accounted for under the measurement alternative,\u00a0are reconciled as follows for the period\u00a0ended\u00a0 August 31, 2026:
\n\u00a0
\n \n \n \n| \u00a0 | \u00a0 | Equity | \u00a0 | |
| \u00a0 | \u00a0 | Investments | \u00a0 | |
| Balance, May 31, 2026 | \u00a0 | $ | 4,364 | \u00a0 |
| Unrealized gain (loss) on fair value | \u00a0 | \u00a0 | \u2014 | \u00a0 |
| Balance, August 31, 2026 | \u00a0 | $ | 4,364 | \u00a0 |
\u00a0
\nDuring the three months ended August 31, 2025, the Company reassessed the estimated fair value of the contingent consideration liability as based on subsequent information regarding Montauk\u2019s operating results and revised expectations for the remainder of the earn\u2011out period. As a result of lower\u2011than\u2011anticipated sales volumes during the peak selling periods of June, July and August 2025, and the\u00a0loss of certain national retail programs, management concluded that Montauk no longer had a viable path to achieving the sales volume target or the\u00a0EBITDA target\u00a0within the earn\u2011out period. Accordingly, the Company applied a probability of achievement of 0% to the sales volume target and 0% to the remaining criteria. The resulting $15,000\u00a0change in fair value of the contingent consideration liability was recorded within the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) and\u00a0contributed\u00a0to the Company\u2019s\u00a0net income generated during the period ended August 31, 2025, despite historically reporting a loss.
\n\u00a0
\nThe earn-out period concluded in fiscal 2026, and neither financial measure was achieved. Accordingly, further changes to\u00a0the fair value of the contingent consideration liability were recognized during the three-months ended August 31, 2026 or during the year ended May 31, 2026,\u00a0as no contingent consideration obligation was\u00a0payable.
\n\u00a0
\nThe balances of assets and liabilities categorized within Level\u00a03\u00a0of the fair value hierarchy, including equity investments accounted for under the measurement alternative,\u00a0are reconciled as follows for the period\u00a0ended\u00a0 August 31, 2025:
\n\u00a0
\n \n| \u00a0 | \u00a0 | Equity | \u00a0 | \u00a0 | Warrant | \u00a0 | \u00a0 | Contingent | \u00a0 | |||
| \u00a0 | \u00a0 | Investments | \u00a0 | \u00a0 | Liability | \u00a0 | \u00a0 | Consideration | \u00a0 | |||
| Balance, May 31, 2025 | \u00a0 | $ | 8,160 | \u00a0 | \u00a0 | $ | (1,092 | ) | \u00a0 | $ | (15,000 | ) |
| Unrealized gain (loss) on fair value | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | (3,670 | ) | \u00a0 | \u00a0 | 15,000 | \u00a0 |
| Balance, August 31, 2025 | \u00a0 | $ | 8,160 | \u00a0 | \u00a0 | $ | (4,762 | ) | \u00a0 | $ | \u2014 | \u00a0 |
\u00a0
\nThe unrealized gain (loss) on assets and liabilities categorized within Level\u00a03\u00a0of the fair value hierarchy are\u00a0recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) using the following inputs:
\n\u00a0
\n \n| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Significant | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | Valuation | \u00a0 | unobservable | \u00a0 | \u00a0 | \u00a0 |
| Financial asset / financial liability | \u00a0 | technique | \u00a0 | input | \u00a0 | Inputs | \u00a0 |
| Equity investments | \u00a0 | Discounted cash flows | \u00a0 | Probability of achievement | \u00a0 | 70% | \u00a0 |
\u00a0
\nItems measured at fair value on a non-recurring basis
\n\u00a0
\nThe Company\u2019s prepaids and other current assets, long lived assets, including property and equipment, assets held for sale, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized.
\n\u00a0
\nCapital and liquidity\u00a0management
\n\u00a0
\nManagement reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no changes to the Company\u2019s capital management approach in the period. The Company considers its cash and cash equivalents and marketable securities as capital.
\n\u00a0
\nAs part of its capital and liquidity management strategy, the Company\u00a0 may, when appropriate, engage with its lenders to amend the terms of its debt arrangements, obtain waivers, or otherwise modify financing terms. Separately, the Company continues to evaluate alternatives to address the maturity of its TLRY 27 Notes on June 15, 2027, including pursuing opportunistic exchanges prior to maturity.
\n\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-57"}]},{"name":"rpt:f-1142","factDimensions":{"xbrl:concept":"us-gaap:LongtermDebtPercentageBearingFixedInterestAmount","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:LongtermDebtTypeAxis":"tlry:LongtermDebtExcludingConvertibleDebenturesMember"},"factValues":[{"value":"1613000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-60"}]},{"name":"rpt:f-1143","factDimensions":{"xbrl:concept":"us-gaap:LongtermDebtPercentageBearingFixedInterestAmount","xbrl:period":"2026-06-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:LongtermDebtTypeAxis":"tlry:LongtermDebtExcludingConvertibleDebenturesMember"},"factValues":[{"value":"1822000","decimals":-3}],"properties":[{"property":"rs:groups","value":"rpt:group-60"}]},{"name":"rpt:f-1144","factDimensions":{"xbrl:concept":"us-gaap:ConvertibleDebt","xbrl:period":"2026-09-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:LongtermDebtTypeAxis":"us-gaap:ConvertibleDebtMember"},"factValues":[{"value":"64000000","decimals":-6}],"properties":[{"property":"rs:groups","value":"rpt:group-60"}]},{"name":"rpt:f-1145","factDimensions":{"xbrl:concept":"us-gaap:ConvertibleDebt","xbrl:period":"2026-06-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:LongtermDebtTypeAxis":"us-gaap:ConvertibleDebtMember"},"factValues":[{"value":"88000000","decimals":-6}],"properties":[{"property":"rs:groups","value":"rpt:group-60"}]},{"name":"rpt:f-1146","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | August 31, | \u00a0 | |
| \u00a0 | \u00a0 | Level 1 | \u00a0 | \u00a0 | Level 2 | \u00a0 | \u00a0 | Level 3 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Financial assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | $ | 214,960 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 214,960 | \u00a0 |
| Restricted cash | \u00a0 | \u00a0 | 3,383 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 3,383 | \u00a0 |
| Marketable securities | \u00a0 | \u00a0 | 3,047 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 3,047 | \u00a0 |
| Long-term investments | \u00a0 | \u00a0 | 1,025 | \u00a0 | \u00a0 | \u00a0 | 976 | \u00a0 | \u00a0 | \u00a0 | 4,364 | \u00a0 | \u00a0 | \u00a0 | 6,365 | \u00a0 |
| Digital assets | \u00a0 | \u00a0 | 720 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 720 | \u00a0 |
| Total recurring fair value measurements | \u00a0 | $ | 223,135 | \u00a0 | \u00a0 | $ | 976 | \u00a0 | \u00a0 | $ | 4,364 | \u00a0 | \u00a0 | $ | 228,475 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | May 31, | \u00a0 | |
| \u00a0 | \u00a0 | Level 1 | \u00a0 | \u00a0 | Level 2 | \u00a0 | \u00a0 | Level 3 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||||
| Financial assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | $ | 225,977 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | \u2014 | \u00a0 | \u00a0 | $ | 225,977 | \u00a0 |
| Marketable securities | \u00a0 | \u00a0 | 5,289 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | 5,289 | \u00a0 |
| Long-term investments | \u00a0 | \u00a0 | 1,197 | \u00a0 | \u00a0 | \u00a0 | 990 | \u00a0 | \u00a0 | \u00a0 | 4,364 | \u00a0 | \u00a0 | \u00a0 | 6,551 | \u00a0 |
| Total recurring fair value measurements | \u00a0 | $ | 232,463 | \u00a0 | \u00a0 | $ | 990 | \u00a0 | \u00a0 | $ | 4,364 | \u00a0 | \u00a0 | $ | 237,817 | \u00a0 |
| \u00a0 | \u00a0 | Quantity | \u00a0 | \u00a0 | Cost Basis | \u00a0 | \u00a0 | Fair Value | \u00a0 | \u00a0 | Cumulative Unrealized Gain (Loss) | \u00a0 | ||||
| Bitcoin | \u00a0 | \u00a0 | 9.16 | \u00a0 | \u00a0 | $ | 1,000 | \u00a0 | \u00a0 | $ | 720 | \u00a0 | \u00a0 | $ | (280 | ) |
| Total digital assets | \u00a0 | \u00a0 | 9.16 | \u00a0 | \u00a0 | $ | 1,000 | \u00a0 | \u00a0 | $ | 720 | \u00a0 | \u00a0 | $ | (280 | ) |
| \u00a0 | \u00a0 | Equity | \u00a0 | |
| \u00a0 | \u00a0 | Investments | \u00a0 | |
| Balance, May 31, 2026 | \u00a0 | $ | 4,364 | \u00a0 |
| Unrealized gain (loss) on fair value | \u00a0 | \u00a0 | \u2014 | \u00a0 |
| Balance, August 31, 2026 | \u00a0 | $ | 4,364 | \u00a0 |
| \u00a0 | \u00a0 | Equity | \u00a0 | \u00a0 | Warrant | \u00a0 | \u00a0 | Contingent | \u00a0 | |||
| \u00a0 | \u00a0 | Investments | \u00a0 | \u00a0 | Liability | \u00a0 | \u00a0 | Consideration | \u00a0 | |||
| Balance, May 31, 2025 | \u00a0 | $ | 8,160 | \u00a0 | \u00a0 | $ | (1,092 | ) | \u00a0 | $ | (15,000 | ) |
| Unrealized gain (loss) on fair value | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | (3,670 | ) | \u00a0 | \u00a0 | 15,000 | \u00a0 |
| Balance, August 31, 2025 | \u00a0 | $ | 8,160 | \u00a0 | \u00a0 | $ | (4,762 | ) | \u00a0 | $ | \u2014 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Significant | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | Valuation | \u00a0 | unobservable | \u00a0 | \u00a0 | \u00a0 |
| Financial asset / financial liability | \u00a0 | technique | \u00a0 | input | \u00a0 | Inputs | \u00a0 |
| Equity investments | \u00a0 | Discounted cash flows | \u00a0 | Probability of achievement | \u00a0 | 70% | \u00a0 |
Note 25. Segment reporting
\n\u00a0
\nOur Company\u2019s Chief Operating Decision Maker (\u201cCODM\u201d) is the Chairman of the Board of Directors and Chief Executive Officer. The\u00a0CODM 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\u00a0\u00a0segments.\u00a01) cannabis operations, which encompasses the production, distribution,\u00a0sale, co-manufacturing and advisory services of both medical and adult-use cannabis,\u00a02) beverage operations, which encompasses the production, marketing and sale of beverage products,\u00a03) distribution operations, which encompasses the purchase and resale of pharmaceuticals products to customers, and\u00a04) 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.
\n\u00a0
\nOperating segments have\u00a0not\u00a0been aggregated and\u00a0no\u00a0asset information is provided for the segments because the Company\u2019s CODM does\u00a0not\u00a0receive asset information by segment on a regular basis.
\n\u00a0
\nThe following tables reconcile the Company\u2019s segment gross profit\u00a0to consolidated U.S. GAAP results:
\n\u00a0
\n \n \n \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Beverage | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net beverage revenue | \u00a0 | $ | 101,496 | \u00a0 | \u00a0 | $ | 55,739 | \u00a0 |
| Beverage costs | \u00a0 | \u00a0 | 59,489 | \u00a0 | \u00a0 | \u00a0 | 34,413 | \u00a0 |
| Beverage gross profit | \u00a0 | \u00a0 | 42,007 | \u00a0 | \u00a0 | \u00a0 | 21,326 | \u00a0 |
| Cannabis | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net cannabis revenue | \u00a0 | \u00a0 | 56,109 | \u00a0 | \u00a0 | \u00a0 | 64,511 | \u00a0 |
| Cannabis costs | \u00a0 | \u00a0 | 34,087 | \u00a0 | \u00a0 | \u00a0 | 41,241 | \u00a0 |
| Cannabis gross profit | \u00a0 | \u00a0 | 22,022 | \u00a0 | \u00a0 | \u00a0 | 23,270 | \u00a0 |
| Distribution | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Distribution revenue | \u00a0 | \u00a0 | 84,266 | \u00a0 | \u00a0 | \u00a0 | 74,007 | \u00a0 |
| Distribution costs | \u00a0 | \u00a0 | 75,143 | \u00a0 | \u00a0 | \u00a0 | 66,008 | \u00a0 |
| Distribution gross profit | \u00a0 | \u00a0 | 9,123 | \u00a0 | \u00a0 | \u00a0 | 7,999 | \u00a0 |
| Wellness | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Wellness revenue | \u00a0 | \u00a0 | 15,276 | \u00a0 | \u00a0 | \u00a0 | 15,244 | \u00a0 |
| Wellness costs | \u00a0 | \u00a0 | 10,919 | \u00a0 | \u00a0 | \u00a0 | 10,370 | \u00a0 |
| Wellness gross profit | \u00a0 | \u00a0 | 4,357 | \u00a0 | \u00a0 | \u00a0 | 4,874 | \u00a0 |
| Total | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Total revenue | \u00a0 | \u00a0 | 257,147 | \u00a0 | \u00a0 | \u00a0 | 209,501 | \u00a0 |
| Total costs | \u00a0 | \u00a0 | 179,638 | \u00a0 | \u00a0 | \u00a0 | 152,032 | \u00a0 |
| Total gross profit | \u00a0 | $ | 77,509 | \u00a0 | \u00a0 | $ | 57,469 | \u00a0 |
\u00a0
\nSegment costs are comprised of cost of goods sold, which include product costs, production-related salaries and an allocation of overhead costs.\u00a0
\n\u00a0
\nThe following table reconciles the total segment gross profit\u00a0to the Company\u2019s consolidated totals:
\n\u00a0
\n \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Gross profit | \u00a0 | $ | 77,509 | \u00a0 | \u00a0 | $ | 57,469 | \u00a0 |
| Operating expenses: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| General and administrative | \u00a0 | \u00a0 | 57,608 | \u00a0 | \u00a0 | \u00a0 | 41,053 | \u00a0 |
| Selling | \u00a0 | \u00a0 | 13,593 | \u00a0 | \u00a0 | \u00a0 | 12,923 | \u00a0 |
| Amortization | \u00a0 | \u00a0 | 6,500 | \u00a0 | \u00a0 | \u00a0 | 3,929 | \u00a0 |
| Marketing and promotion | \u00a0 | \u00a0 | 15,736 | \u00a0 | \u00a0 | \u00a0 | 10,155 | \u00a0 |
| Research and development | \u00a0 | \u00a0 | 89 | \u00a0 | \u00a0 | \u00a0 | 41 | \u00a0 |
| Change in fair value of contingent consideration | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | (15,000 | ) |
| Litigation costs, net of recoveries | \u00a0 | \u00a0 | 787 | \u00a0 | \u00a0 | \u00a0 | 1,007 | \u00a0 |
| Restructuring costs | \u00a0 | \u00a0 | 2,447 | \u00a0 | \u00a0 | \u00a0 | 869 | \u00a0 |
| Transaction costs, net | \u00a0 | \u00a0 | 4,802 | \u00a0 | \u00a0 | \u00a0 | 400 | \u00a0 |
| Total operating expenses | \u00a0 | \u00a0 | 101,562 | \u00a0 | \u00a0 | \u00a0 | 55,377 | \u00a0 |
| Operating income (loss) | \u00a0 | \u00a0 | (24,053 | ) | \u00a0 | \u00a0 | 2,092 | \u00a0 |
| Interest expense, net | \u00a0 | \u00a0 | (6,480 | ) | \u00a0 | \u00a0 | (6,696 | ) |
| Non-operating income (expense), net | \u00a0 | \u00a0 | (7,773 | ) | \u00a0 | \u00a0 | 3,832 | \u00a0 |
| Loss before income taxes | \u00a0 | \u00a0 | (38,306 | ) | \u00a0 | \u00a0 | (772 | ) |
| Income tax expense (recovery), net | \u00a0 | \u00a0 | 1,725 | \u00a0 | \u00a0 | \u00a0 | (2,285 | ) |
| Net income (loss) | \u00a0 | $ | (40,031 | ) | \u00a0 | $ | 1,513 | \u00a0 |
\u00a0
\nChannels of Cannabis revenue were as follows:
\n\u00a0
\n \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Revenue from Canadian medical cannabis | \u00a0 | $ | 4,717 | \u00a0 | \u00a0 | $ | 6,146 | \u00a0 |
| Revenue from Canadian adult-use cannabis | \u00a0 | \u00a0 | 53,564 | \u00a0 | \u00a0 | \u00a0 | 64,067 | \u00a0 |
| Revenue from wholesale cannabis | \u00a0 | \u00a0 | 673 | \u00a0 | \u00a0 | \u00a0 | 4,155 | \u00a0 |
| Revenue from international cannabis | \u00a0 | \u00a0 | 16,237 | \u00a0 | \u00a0 | \u00a0 | 13,367 | \u00a0 |
| Less excise taxes | \u00a0 | \u00a0 | (19,082 | ) | \u00a0 | \u00a0 | (23,224 | ) |
| Total | \u00a0 | $ | 56,109 | \u00a0 | \u00a0 | $ | 64,511 | \u00a0 |
\u00a0
\n \n \nGeographic net revenue:
\n\u00a0
\n \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| USA | \u00a0 | $ | 58,326 | \u00a0 | \u00a0 | $ | 63,961 | \u00a0 |
| Canada | \u00a0 | \u00a0 | 48,432 | \u00a0 | \u00a0 | \u00a0 | 58,167 | \u00a0 |
| EMEA | \u00a0 | \u00a0 | 145,522 | \u00a0 | \u00a0 | \u00a0 | 85,253 | \u00a0 |
| Rest of World | \u00a0 | \u00a0 | 4,867 | \u00a0 | \u00a0 | \u00a0 | 2,120 | \u00a0 |
| Total | \u00a0 | $ | 257,147 | \u00a0 | \u00a0 | $ | 209,501 | \u00a0 |
\u00a0
\nGeographic capital assets:
\n\u00a0
\n \n| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| USA | \u00a0 | $ | 205,546 | \u00a0 | \u00a0 | $ | 207,592 | \u00a0 |
| Canada | \u00a0 | \u00a0 | 237,582 | \u00a0 | \u00a0 | \u00a0 | 245,799 | \u00a0 |
| EMEA | \u00a0 | \u00a0 | 197,861 | \u00a0 | \u00a0 | \u00a0 | 202,598 | \u00a0 |
| Rest of World | \u00a0 | \u00a0 | 24,934 | \u00a0 | \u00a0 | \u00a0 | 24,236 | \u00a0 |
| Total | \u00a0 | $ | 665,923 | \u00a0 | \u00a0 | $ | 680,225 | \u00a0 |
\u00a0
\nMajor customers are defined as customers that are materially significant\u00a0to the Company\u2019s annual revenues. For the three months ended August 31, 2026 and 2025, there were major customers representing a material contribution\u00a0to\u00a0our quarterly revenues.
\n\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-64"}]},{"name":"rpt:f-1224","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Beverage | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net beverage revenue | \u00a0 | $ | 101,496 | \u00a0 | \u00a0 | $ | 55,739 | \u00a0 |
| Beverage costs | \u00a0 | \u00a0 | 59,489 | \u00a0 | \u00a0 | \u00a0 | 34,413 | \u00a0 |
| Beverage gross profit | \u00a0 | \u00a0 | 42,007 | \u00a0 | \u00a0 | \u00a0 | 21,326 | \u00a0 |
| Cannabis | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net cannabis revenue | \u00a0 | \u00a0 | 56,109 | \u00a0 | \u00a0 | \u00a0 | 64,511 | \u00a0 |
| Cannabis costs | \u00a0 | \u00a0 | 34,087 | \u00a0 | \u00a0 | \u00a0 | 41,241 | \u00a0 |
| Cannabis gross profit | \u00a0 | \u00a0 | 22,022 | \u00a0 | \u00a0 | \u00a0 | 23,270 | \u00a0 |
| Distribution | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Distribution revenue | \u00a0 | \u00a0 | 84,266 | \u00a0 | \u00a0 | \u00a0 | 74,007 | \u00a0 |
| Distribution costs | \u00a0 | \u00a0 | 75,143 | \u00a0 | \u00a0 | \u00a0 | 66,008 | \u00a0 |
| Distribution gross profit | \u00a0 | \u00a0 | 9,123 | \u00a0 | \u00a0 | \u00a0 | 7,999 | \u00a0 |
| Wellness | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Wellness revenue | \u00a0 | \u00a0 | 15,276 | \u00a0 | \u00a0 | \u00a0 | 15,244 | \u00a0 |
| Wellness costs | \u00a0 | \u00a0 | 10,919 | \u00a0 | \u00a0 | \u00a0 | 10,370 | \u00a0 |
| Wellness gross profit | \u00a0 | \u00a0 | 4,357 | \u00a0 | \u00a0 | \u00a0 | 4,874 | \u00a0 |
| Total | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Total revenue | \u00a0 | \u00a0 | 257,147 | \u00a0 | \u00a0 | \u00a0 | 209,501 | \u00a0 |
| Total costs | \u00a0 | \u00a0 | 179,638 | \u00a0 | \u00a0 | \u00a0 | 152,032 | \u00a0 |
| Total gross profit | \u00a0 | $ | 77,509 | \u00a0 | \u00a0 | $ | 57,469 | \u00a0 |
| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Gross profit | \u00a0 | $ | 77,509 | \u00a0 | \u00a0 | $ | 57,469 | \u00a0 |
| Operating expenses: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| General and administrative | \u00a0 | \u00a0 | 57,608 | \u00a0 | \u00a0 | \u00a0 | 41,053 | \u00a0 |
| Selling | \u00a0 | \u00a0 | 13,593 | \u00a0 | \u00a0 | \u00a0 | 12,923 | \u00a0 |
| Amortization | \u00a0 | \u00a0 | 6,500 | \u00a0 | \u00a0 | \u00a0 | 3,929 | \u00a0 |
| Marketing and promotion | \u00a0 | \u00a0 | 15,736 | \u00a0 | \u00a0 | \u00a0 | 10,155 | \u00a0 |
| Research and development | \u00a0 | \u00a0 | 89 | \u00a0 | \u00a0 | \u00a0 | 41 | \u00a0 |
| Change in fair value of contingent consideration | \u00a0 | \u00a0 | \u2014 | \u00a0 | \u00a0 | \u00a0 | (15,000 | ) |
| Litigation costs, net of recoveries | \u00a0 | \u00a0 | 787 | \u00a0 | \u00a0 | \u00a0 | 1,007 | \u00a0 |
| Restructuring costs | \u00a0 | \u00a0 | 2,447 | \u00a0 | \u00a0 | \u00a0 | 869 | \u00a0 |
| Transaction costs, net | \u00a0 | \u00a0 | 4,802 | \u00a0 | \u00a0 | \u00a0 | 400 | \u00a0 |
| Total operating expenses | \u00a0 | \u00a0 | 101,562 | \u00a0 | \u00a0 | \u00a0 | 55,377 | \u00a0 |
| Operating income (loss) | \u00a0 | \u00a0 | (24,053 | ) | \u00a0 | \u00a0 | 2,092 | \u00a0 |
| Interest expense, net | \u00a0 | \u00a0 | (6,480 | ) | \u00a0 | \u00a0 | (6,696 | ) |
| Non-operating income (expense), net | \u00a0 | \u00a0 | (7,773 | ) | \u00a0 | \u00a0 | 3,832 | \u00a0 |
| Loss before income taxes | \u00a0 | \u00a0 | (38,306 | ) | \u00a0 | \u00a0 | (772 | ) |
| Income tax expense (recovery), net | \u00a0 | \u00a0 | 1,725 | \u00a0 | \u00a0 | \u00a0 | (2,285 | ) |
| Net income (loss) | \u00a0 | $ | (40,031 | ) | \u00a0 | $ | 1,513 | \u00a0 |
| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| Revenue from Canadian medical cannabis | \u00a0 | $ | 4,717 | \u00a0 | \u00a0 | $ | 6,146 | \u00a0 |
| Revenue from Canadian adult-use cannabis | \u00a0 | \u00a0 | 53,564 | \u00a0 | \u00a0 | \u00a0 | 64,067 | \u00a0 |
| Revenue from wholesale cannabis | \u00a0 | \u00a0 | 673 | \u00a0 | \u00a0 | \u00a0 | 4,155 | \u00a0 |
| Revenue from international cannabis | \u00a0 | \u00a0 | 16,237 | \u00a0 | \u00a0 | \u00a0 | 13,367 | \u00a0 |
| Less excise taxes | \u00a0 | \u00a0 | (19,082 | ) | \u00a0 | \u00a0 | (23,224 | ) |
| Total | \u00a0 | $ | 56,109 | \u00a0 | \u00a0 | $ | 64,511 | \u00a0 |
| \u00a0 | \u00a0 | For the three months ended | \u00a0 | |||||
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | August 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2025 | \u00a0 | ||
| USA | \u00a0 | $ | 58,326 | \u00a0 | \u00a0 | $ | 63,961 | \u00a0 |
| Canada | \u00a0 | \u00a0 | 48,432 | \u00a0 | \u00a0 | \u00a0 | 58,167 | \u00a0 |
| EMEA | \u00a0 | \u00a0 | 145,522 | \u00a0 | \u00a0 | \u00a0 | 85,253 | \u00a0 |
| Rest of World | \u00a0 | \u00a0 | 4,867 | \u00a0 | \u00a0 | \u00a0 | 2,120 | \u00a0 |
| Total | \u00a0 | $ | 257,147 | \u00a0 | \u00a0 | $ | 209,501 | \u00a0 |
| \u00a0 | \u00a0 | August 31, | \u00a0 | \u00a0 | May 31, | \u00a0 | ||
| \u00a0 | \u00a0 | 2026 | \u00a0 | \u00a0 | 2026 | \u00a0 | ||
| USA | \u00a0 | $ | 205,546 | \u00a0 | \u00a0 | $ | 207,592 | \u00a0 |
| Canada | \u00a0 | \u00a0 | 237,582 | \u00a0 | \u00a0 | \u00a0 | 245,799 | \u00a0 |
| EMEA | \u00a0 | \u00a0 | 197,861 | \u00a0 | \u00a0 | \u00a0 | 202,598 | \u00a0 |
| Rest of World | \u00a0 | \u00a0 | 24,934 | \u00a0 | \u00a0 | \u00a0 | 24,236 | \u00a0 |
| Total | \u00a0 | $ | 665,923 | \u00a0 | \u00a0 | $ | 680,225 | \u00a0 |
Note 26. Subsequent Events
\n\u00a0
\nIn September\u00a02026, the Company completed three private debt-for-equity Exchange Transactions with unrelated parties. Pursuant to the Exchange Transactions, the Company issued an aggregate of 2,841,650 shares of Common Stock in exchange for $12,000 aggregate principal amount of the TLRY 27 Notes due June 15, 2027. As a result, $52,000\u00a0of principal remains outstanding on the Company\u2019s\u00a0TLRY 27 Notes as of the date of this filing on October 8, 2026.
\n\u00a0
\nIn September\u00a02026, the Company completed the sale of its 90% ownership interest in Colcanna S.A.S. en Liquidaci\u00f3n. The Company received nominal cash consideration and the purchaser assumed all liabilities of the subsidiary.\u00a0
\n\u00a0
\nOn October 7, 2026, ABC Group entered into a Seventh\u00a0Amendment to Credit Agreement (the \u201cSeventh Amendment\u201d) with Bank of America, N.A., in its capacity as Administrative Agent, and certain other guarantors and lenders which are a party thereto. Specifically, the Seventh Amendment amends the Credit Agreement dated June 30, 2023, and\u00a0among other things, provides\u00a0that the financial covenants will not be tested for the fiscal quarter ended August 31, 2026 and revises certain financial covenants for subsequent periods. The Seventh Amendment also limits borrowing availability under the revolving facility in future periods until the covenant tests are once again tested.\u00a0
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-70"}]},{"name":"rpt:f-1324","factDimensions":{"xbrl:concept":"us-gaap:DebtConversionConvertedInstrumentSharesIssued1","xbrl:period":"2026-09-01T00:00:00/2026-10-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"xbrla:shares","us-gaap:DebtConversionByUniqueDescriptionAxis":"tlry:SharesIssuedForTheTlry27NotesDebtExtinguishmentMember","us-gaap:SubsequentEventTypeAxis":"us-gaap:SubsequentEventMember"},"factValues":[{"value":"2841650"}],"properties":[{"property":"rs:groups","value":"rpt:group-71"}]},{"name":"rpt:f-1325","factDimensions":{"xbrl:concept":"us-gaap:DebtConversionOriginalDebtAmount1","xbrl:period":"2026-09-01T00:00:00/2026-10-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:DebtConversionByUniqueDescriptionAxis":"tlry:SharesIssuedForTheTlry27NotesDebtExtinguishmentMember","us-gaap:SubsequentEventTypeAxis":"us-gaap:SubsequentEventMember"},"factValues":[{"value":"12000000","decimals":-6}],"properties":[{"property":"rs:groups","value":"rpt:group-71"}]},{"name":"rpt:f-1326","factDimensions":{"xbrl:concept":"tlry:DebtInstrumentPrincipalOutstanding","xbrl:period":"2026-10-01T00:00:00","xbrl:entity":"cik:0001731348","xbrl:unit":"iso4217:USD","us-gaap:DebtConversionByUniqueDescriptionAxis":"tlry:SharesIssuedForTheTlry27NotesDebtExtinguishmentMember","us-gaap:SubsequentEventTypeAxis":"us-gaap:SubsequentEventMember"},"factValues":[{"value":"52000000","decimals":-6}],"properties":[{"property":"rs:groups","value":"rpt:group-71"}]},{"name":"rpt:f-1327","factDimensions":{"xbrl:concept":"tlry:MinorityInterestOwnershipPercentageSold","xbrl:period":"2026-10-01T00:00:00","xbrl:entity":"cik:0001731348","srt:OwnershipAxis":"tlry:ColCannaSASMember","us-gaap:SubsequentEventTypeAxis":"us-gaap:SubsequentEventMember"},"factValues":[{"value":"0.90","decimals":1}],"properties":[{"property":"rs:groups","value":"rpt:group-71"}]},{"name":"rpt:f-1328","factDimensions":{"xbrl:concept":"ecd:MtrlTermsOfTrdArrTextBlock","xbrl:period":"2026-06-01T00:00:00/2026-09-01T00:00:00","xbrl:entity":"cik:0001731348"},"factValues":[{"value":" \n \n\u00a0
\nOn October 7, 2026, American Beverage Crafts Group, Inc., a wholly-owned subsidiary of the Company, entered into a Seventh Amendment to Credit Agreement (the \u201cSeventh Amendment\u201d) with Bank of America, N.A., as administrative agent, and the lenders party thereto. The Seventh Amendment amends the Credit Agreement dated June 30, 2023 and, among other things, provides that the financial covenants will not be tested for the fiscal quarter ended August 31, 2026, adds a \u201cCovenant Compliance Start Date\u201d and revises certain of the financial covenants for subsequent periods, including the maximum Consolidated Leverage Ratio, the minimum Consolidated EBITDA and the minimum liquidity requirements. The Seventh Amendment also amends the Availability Period and limits availability under the revolving credit facility. The foregoing description is qualified in its entirety by reference to the full text of the Seventh Amendment, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
\n\u00a0
\nRule 10b5-1 Trading Plans
\u00a0
of our directors or \u201cofficers,\u201d as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal period covered by this report.
\n "}],"properties":[{"property":"rs:groups","value":"rpt:group-103"}]}]}}