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Investing in the Future: Tilray Brands at the Forefront of Innovation in Beverages, Cannabis and Wellness Empowering Growth, Transforming Lifestyles, andRevolutionizing Consumer Products
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2025 © TILRAY BRANDS Disclaimer Certain statements in this presentation that are not historical facts constitute “forward-looking statements” under Canadian securities laws and within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements are often identified by words such as “expect,” “believe,” “anticipate,” “intend,” “plan,” “may,” “will,” “should,” “could,” “estimate,” “project,” or similar expressions, though not all forward-looking statements contain such words. Forward-looking statements in this presentation include, but are not limited to, statements regarding: the Company’s ability toachieve its FY’26 Adjusted EBITDA guidance; the Company'sability to sustainably grow revenue, market share and profitabilityand achieve operational synergies and optimization; expected performance of its beverage, wellness, and cannabis businesses; theanticipated benefits ofnew product innovations, including hemp-derived beverages; expansion into new markets andcategories; operational efficiencies; the Company's ability to successfully complete and integrate strategic acquisitions; andthe execution of the Company’s strategic and financial objectives. Many factors could cause actual results or events to differ materially from those expressed in forward-looking statements, including changes in consumer preferences; the regulatory environment for cannabis and hemp-derived products; economic and market conditions; supply chain disruptions; competition; and other risks and uncertainties described in the Company’s filings with the SEC and Canadian securities regulators. For a more detailed discussion of these risks and other factors, see the Company’s most recently filed Annual Report on Form 10-K and Annual Information Form, and other filings made with the SEC and applicable securities regulators, all available on EDGAR and SEDAR+. Forward- looking statements containedherein are made as of November 2025, and the Company undertakes no obligation to update them, except as required by law. Financials are as of the most recent quarter end. 2
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2025 © TILRAY BRANDS Tilray Brands Global Leadership Team with Extensive CPG Experience 3 Irwin D. Simon Chairman and Chief Executive Officer Carl Merton Chief Financial Officer Denise Faltischek Chief Strategy Officer and Head of M&A Mitchell Gendel Chief Legal Officer and Corporate Secretary Prinz Pinakatt Chief Growth Officer, Tilray Beverages Berrin Noorata Chief Corporate Affairs Officer Jared Simon President, Manitoba Harvest and Tilray Wellness Roger Savell Chief Administrative Officer Lloyd Brathwaite Chief Information Officer Rajnish Ohri President, International Blair MacNeil President, Canada Bryan Nolt CEO, Breckenridge Distillery *Founder * *
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2025 © TILRAY BRANDS Tilray Brands is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment, elevating lives through moments of connection. With a proven track record of operational excellence, strong financial health, and significant capital reserves, Tilray Brands is well-equipped to drive growth and meet future consumer demand. O U R V I S I O N 4
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2025 © TILRAY BRANDS Drinks Food Leading the convergence of Beverage, Cannabis and Wellness industries on a global scale. Tilray Brands offers a diverse portfolio of innovative brands and products spanning both medical and lifestyle focused on growing categories to gain market share. 2025 © TILRAY BRANDS Core Platform Categories Value Creation Playbook Beverages Cannabis Wellness Our leadership team applies decades of operational and financial experience and expertise to unlock value across our brand portfolio and accelerate growth Beverages Adult-Use The Tilray Platform “At the nexus of Beverage, Cannabis, and Wellness” Medical Wellness 5 Drinks Cannabis
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2025 © TILRAY BRANDS BRANDS MATTER: Tilray Brands is a global CPG company with a portfolio of innovative, high-quality and beloved cannabis, beverage and wellness brands 6 Vision To be a leading premium lifestyle company with a house of brands & innovative products that inspire joy, wellness and create memorable experiences. To lead as a transformative force at the nexus of cannabis, beverage, wellness and entertainment, elevating lives through moments of connection. Mission Commitment to Shareholder Value Growing revenue and market share globally Focusing on operational excellence and optimization to deliver on profitability goals Investing for sustainable andprofitable long-term growth Tilray’s Vision, Mission and Commitment to its Shareholders
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2025 © TILRAY BRANDS - 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 900,000 Revenue ($ Thousands) Through Strategic M&A, Tilray Has Grown Sales by 16x 7 Tilray’s acquisition strategy transforms brands into category leaders; generating ~$200 million of savings through disciplined integration and operational excellence 2019 2020 2021 2022 2023 2024 2025Pre-2019
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2025 © TILRAY BRANDS Proven Track Record of Success: Achieving Scale and Cost Efficiencies Across Consumer Categories 8 #1 Leading Cannabis Company – in Canada by Revenue 4th Largest Craft Beer Brewer* – in the United States Global Medical Cannabis Leader – 20+ countries served Wellness Powerhouse – ~60% market share in North America’s branded hemp foods and snacks category Diversified Growth Engine – Cannabis, Beverages, Wellness, Medical Distribution Strategic Acquirer & Proven Brand Builder – Completed 10+ transactions across cannabis, beverage and wellness industries since 2020, including the largest cannabis consolidation to date with the Tilray and Aphria combination Operational Excellence – Unlocked ~$200 million in cost-savings through efficiencies gained from Cannabis and Beverage infrastructure integration Source: TLRY Company Data. * Brewers Association 2025
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2025 © TILRAY BRANDS Tilray’s House of Brands is Positioned to Capture a Massive and Expanding Market 9 Aggregate TAM* $400B+ Multiple Growth Platforms in Large and Expanding Categories at the Convergence of Beverage, Cannabis, and Wellness $279B Beverage $110B Cannabis $31B Wellness Source: "Total Addressable Market, TLRY Company Data
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2025 © TILRAY BRANDS Our Growth Strategy 10 Leverage Brands Leverage our brands and infrastructure to drive sustainable growth Management team has deep bench strength and experience to maximize Tilray’s opportunity and to drive long -term stockholder value Focus on Cost Optimize and drive continuous efficiencies in our operations with a relentless focus on cost Product Innovation Develop innovative products at the convergence of the beverage, cannabis and wellness sectors Data-driven Leadership Maximize our global platform and capabilities in business intelligence and data analytics to drive category leadership Financial Strength Maintain a strong balance sheet to fuel our growth with near-zero net debt
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BEVERAGES 11
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2025 © TILRAY BRANDS Beverage Overview 12 O U R A D V A N T A G E O U R B R A N D S M A R K E T S I Z E Segment TAM Beverage Alcohol $180 Billion Alternative Beverages* $50 Billion Non-Alcohol $37 Billion Water $12 Billion T otal Beverage $279 Billion Diversified Growth Engine – Balanced portfolio across craft beer, ready- to-drink cocktails, wellness beverages, and alternative beverages* creates multiple growth streams in fast-expanding categories. National Scale & Distribution Power – Leading U.S. craft brands and distribution partnerships provide national retail, restaurant and bar access, establishing a platform for cannabis beverages as regulations evolve. First-Mover Innovation in Cannabis Beverages – Proven leadership in THC & CBD drinks positions Tilray to lead globally with differentiated, compliant products ready to scale. Aligned With Lifestyle & Wellness Trends – Portfolio provides functional benefits and alternatives to alcohol, ensuring Tilray meets today's shifting consumption habits. Source: TLRY Company Data *Alternative Beverages includes Hemp-derived Delta-9 (HD-D9) THC Beverages and cannabis drinks wherepermissible. Financial results for Alternative Beverages, Non-Alcohol, and Water are included in our Wellness segment.
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2025 © TILRAY BRANDS New Industry Leading Product Innovations that Connect with Consumers 13 20+ Beverage Brands 8 Networked Production Facilities 750+ Distributors 18 Brew Pubs/Restaurants
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2025 © TILRAY BRANDS Our National Platform is Powered by Regional Brands 14 Source: Circana L52W ending 12/15/24, Volume Sales
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2025 © TILRAY BRANDS ▪ Population: 14.2M ▪ T otal T aprooms: 5 ▪ T otal Distributors: 40 Our National Platform is Powered by Regional Brands 15 ▪ Population: 19.8M ▪ T otal T aprooms: 2 ▪ T otal Distributors: 6 ▪ Population: 6.0M ▪ T otal T aprooms: 5 ▪ T otal Distributors: 10 ▪ Population: 34.5M ▪ T otal T aprooms: 1 ▪ T otal Distributors: 61 CRAFT SUPPLIER CRAFT SUPPLIER CRAFT SUPPLIER PACIFIC NORTHWESTCOLORADO METRO NEW YORK GEORGIA & FLORIDA #1 #1 CRAFT BOURBON SUPPLIER #1 DISTILLERY BY PRODUCTION & SALES #1 #2 *Tilray is the number largest distillery in Colorado for production, sales in Colorado and sales nationally Source: Circana Multi Outlet Volume Sales, YTD 2025 w/e 10/26/25
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2025 © TILRAY BRANDS • Shock Top is in the Swamp as the first-ever official craft beer sponsor of Gator Athletics, establishing a groundbreaking partnership with the Florida Gators. • Officially licensed co-branded craft beer, setting a new benchmark for collegiate sports collaborations. • Elevating the fan experience through dynamic gameday activations and immersive engagement opportunities—both at games and throughout the year—driving exceptional brand visibility and loyalty. • Year-round campaign that celebrates the Gators, amplifies school spirit, and positions Shock Top as the king of zest in the heart of Gator Nation. Targeted, Unconventional Sponsorships to Attract New Customers 16 Official Craft Beer Partner of The Florida Gators • Introducing Dang Green IPA: The first-ever officially licensed, co-branded craft beer of the Oregon Ducks, setting a new standard for collegiate beverage partnerships. • Iconic Co-Branding: Hop Valley Dang Green IPA cans proudly showcase the official Oregon Ducks logo, made possible through a strategic alliance with Oregon Sports Properties and Oregon Campus Licensing. • Comprehensive Brand Integration: This partnership delivers not only exclusive co- branded cans but also premium in-venue signage, targeted digital marketing campaigns, and high-impact activations at key Oregon Ducks sporting events— amplifying brand reach and fan engagement across all sports. First Official Craft Beer for the Oregon Ducks
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2025 © TILRAY BRANDS • As the official craft beer partner of Atlanta United FC, SweetWater Brewing delivered unforgettable, immersive experiences for soccer fans at Mercedes-Benz Stadium, including exclusive takeovers of three premier bars. • SweetWater Taproom transformed into the ultimate destination for Atlanta United supporters during away games, becoming the city’s go-to hub for fan engagement and excitement. • SweetWater Brewing rewarded top fans with once-in-a-lifetime opportunities to travel alongside the team on charter flights to major games in Los Angeles and Orlando. Targeted, Unconventional Sponsorships to Attract New Customers 17 Official Craft Beer Partner of Atlanta United FC • Trailblazing partnership: Tilray becomes the first provider in MLS to deliver a diverse selection of craft beers from its Pacific Northwest portfolio, setting a new standard for league collaborations. • Flagship brand activation: Widmer Hefe leads the charge with impactful in-store activations throughout the season, driving retail excitement and consumer engagement. • Dynamic stadium experiences: Exclusive in-stadium activations feature dedicated spaces for both Widmer and Pub Beer, strategically designed to connect with and captivate distinct fan segments. Official Craft Beer Partner of the Portland Timbers
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2025 © TILRAY BRANDS • Strategic Partnership Expansion: Breckenridge Bourbon Whiskey is the Official Bourbon of the Denver Broncos and Breckenridge Vodka is the Official Vodka of the Broncos - solidifying our brand’s presence within one of the NFL’s most iconic franchises. • Innovative Product Portfolio: Our exclusive Broncos-themed offerings include Breckenridge Broncos Honey Whiskey, the refreshing Broncos Creamsicle Vodka Seltzer, a special edition camo-labeled Breckenridge Bourbon, and the highly coveted limited-edition Broncos Single Barrel Championship Reserve—all crafted to celebrate Broncos Country and drive fan loyalty. • Unmatched Market Differentiation: These unique, co-branded spirits not only elevate the fan experience but position Breckenridge as a leader in sports beverage collaborations, delivering exceptional value and brand equity for investors. Targeted, Unconventional Sponsorships to Attract New Customers 18 Official Bourbon & Vodka of The Denver Broncos • Dynamic Brand Collaboration: Shock Top and Auntie Anne’s joined forces this fall to spotlight the irresistible connection between craft beer and pretzels with the “Beer Kneads Pretzels” campaign. • Engaging Consumer Activation: The partnership featured exclusive sweepstakes, compelling promotional discounts, limited-edition merchandise, and a robust, multi- channel social media campaign—driving excitement and consumer engagement at every touchpoint. • Proven Product Success: Shock Top’s Twisted Pretzel Wheat, a cult-classic favorite, secured the #14 spot among craft beer releases in 2024, underscoring the brand’s continued innovation and strong market performance. Shock Top & Auntie Anne’s “Beer Kneads Pretzels” Collaboration
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Cannabis 19
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2025 © TILRAY BRANDS Global Cannabis Pioneer & Leader 20 Leader in the international medical cannabis markets with 20+ countries served Leader in Canada's total cannabis market (adult-use and medical) Well-positioned to enter and win the U.S. cannabis market upon federal legalization Source: TLRY Company Data O U R B R A N D S
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2025 © TILRAY BRANDS Canada Cannabis Overview 21 O U R A D V A N T A G E O U R B R A N D S M A R K E T S I Z E Segment SAM1 TAM2 Adult Use Cannabis $4.4 Billion $4.6 Billion Medical Cannabis $320 Million $340 Million T otal Cannabis $4.7 Billion $4.9 Billion Leadership Across Canada – Leading total medical and adult- use Canadian cannabis market by revenue. #1 market share across key categories: flower, pre-rolls, chocolate edibles, beverages and oils. Portfolio Built for Every Consumer – Leading brands positioned across value, mainstream, and premium segments to capture the full market. Scalable Infrastructure & Operational Excellence – State-of-the-art cultivation and manufacturing facilities with global capacity and proven ability to scale innovation rapidly. Proven Innovation Pipeline – First-mover advantage in cannabis innovation across adult-use, medical and wellness segments with robust pipeline of new products and formulations. Source: TLRY Company Data 1. Serviceable Addressable Market based on Company Estimates 2. Total Addressable Market based on Company Estimates
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2025 © TILRAY BRANDS International Cannabis Overview 22 O U R B R A N D S M A R K E T S I Z E Segment SAM1 TAM2 Medical Cannabis $45 Billion $100 Billion O U R A D V A N T A G E First-Mover Global Leadership - Scaled EU-GMP certified cultivation and manufacturing facilities in Portugal and Germany anchor operations across Europe, Australia, and LATAM. Pharmaceutical-Grade Medical Expertise – Proven track record having delivered pharma-grade cannabis to patients in 20+ countries, trusted by healthcare providers and governments. Scalable Global Supply Chain & Infrastructure – Strategic footprint supports rapid expansion into new regulated markets. Innovation & Regulatory Alignment – Active partnerships with regulators, policymakers, and medical communities to shape emerging cannabis frameworks with pipeline of cannabis formulations tailored to patient needs. Source: TLRY Company Data 1. Serviceable Addressable Market based on Company Estimates 2. Total Addressable Market based on Company Estimates
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2025 © TILRAY BRANDS 23 ▪ To date, Tilray Brands has supplied high-quality medical cannabis products to tens of thousands of patients in over 20 countries across 5 continents ▪ We are pioneering the future of medical cannabis research, education, cultivation, processing and distribution globally ▪ Unlock growth across Europe's 750M person market by scaling our established infrastructure, product portfolio, and disciplined, innovation-led growth strategy. We are positioned to accelerate expansion by leveraging our vertically integrated platform, distribution footprint, and deep regulatory knowledge across key international markets. ▪ Our commitment to advance medical cannabis research, clinical innovation and disciplined product development strategy combined with our growth strategy presents significant revenue potential ▪ We believe Germany's recent cannabis regulations will serve as a catalyst and drive positive change in drug policy across Europe Overview Opportunity O U R B R A N D S Positioned to Capture International Cannabis Opportunity
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2025 © TILRAY BRANDS Industry-Leading Cannabis Cultivation to Meet Global Consumer and Patient Demand 24 Driving Growth Globally Canadian Operational Highlights ▪ Produces 210 metric tonnes per year ▪ Operates 7 state-of-the-art cannabis cultivation and manufacturing facilities ▪ Continues to expand cultivation and production at existing facilities to meet rising market demand ▪ Advanced, cost-efficient processing enables contract manufacturing that drives additional revenue streams while optimizing asset utilization European Operational Highlights ▪ Production capacity of 37 metric tonnes per year ▪ Operates two state-of-the-art cannabis cultivation and manufacturing facilities (The cannabis we sell outside North America is grown in Canada, Portugal & Germany) ▪ Grew international cannabis business in Q4 FY25 71% over the prior year period, driven by sales growth in Germany, Poland, the UK and Italy Leamington, Ontario • Aphria One • Aphria Diamond Fenwick, Ontario • Redecan Gatineau, Quebec • Hexo Neumünster, Germany • Tilray Craft Cantanhede, Portugal • Tilray Medical, Redecan, Good Supply, Navcora Cayuga, Ontario • Redecan London, Ontario • Cultivation & Bev. Manufacturing Nanaimo, British Columbia • Broken Coast
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2025 © TILRAY BRANDS Strategic Focus Areas for Medical Cannabis Remain the Same 25 ▪ Aggressively defend & expand our leadership position in German extracts (40%+ share) ▪ Rapidly enter & lead new pharma -led markets by replicating the German playbook ▪ Continue to authenticate our pharma positioning with clinical research, HCP education and pharma -driven innovation, addressing efficacy and conditions ▪ Utilize as vehicle to accrue profit & cash for reinvestment into growth initiatives ▪ Build the most desirable & sought -after portfolio of cultivars ▪ Defend margin by building a price ladder of differentiated, rec -like brands ▪ Fortify leadership by bringing patient and channel centric innovations to market at pace ▪ Drive profitability, competitive advantage & market intelligence via vertical integration ▪ Create operational and cost agility by building a flexible international supply chain Physician-led Medical Cannabis Patient-led Medical Cannabis Source: TLRY Company Data
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Medical Distribution 26
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2025 © TILRAY BRANDS Distribution Overview 27 H I G H L I G H T S M A R K E T S I Z E Segment SAM1 TAM2 Distribution $4 Billion (Germany) $7 Billion (Europe) Access to 13,000 pharmacies and major wholesalers in Germany through CC Pharma GmbH Utilizing capabilities to accelerate growth of international cannabis Parallel importation of European pharmaceuticals Source: TLRY Company Data 1. Serviceable Addressable Market based on Company Estimates 2. Total Addressable Market based on Company Estimates
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2025 © TILRAY BRANDS 28 ▪ CC Pharma was founded in 1999 and is today one of the leading drug importers in Germany ▪ Specializes in the re-importation and parallel importation of European pharmaceuticals to Germany, providing the healthcare market with branded medicines on a more cost-effective basis ▪ Business model serves as a socially and economically responsible supplier of medicines, which we have been committed to for over 25 years ▪ Tilray leverages CC Pharma’s existing distribution network in Germany as a pathway for medical cannabis distribution ▪ CC Pharma facilitates the importation of our manufactured products from Portugal and prepares them for distribution in Germany ▪ CC Pharma has deep experience in the pharmaceutical market, especially in logistics, distribution and regulatory requirements and is a valuable partner to Tilray Medical in Europe Overview Strategic Value Leading Medical Distribution Platform
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WELLNESS 29
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2025 © TILRAY BRANDS Holistic Health Through Hemp and Superseeds 30 Unlocking the power of (non -cannabis) alternative plants that deliver physical, mental, and environmental benefits POWERFUL PRODUCTS STRONG BRANDS WINNING CUSTOMERS ▪ Our customers share our dedication to quality, sustainability, and consumer wellness, which has positioned Tilray Wellness as a global leader in hemp foods and superseeds ▪ Hemp Seeds are a superfood providing protein and other vital nutrients like magnesium, fiber, zinc, and iron ▪ Portfolio includes a range of hemp, flax, chia, and other superfoods ▪ Tilray has a suite of brands that address different needs in the market (& more to come) ▪ Manitoba Harvest is a pioneer and leader in branded hemp-based foods and its products are sold globally and in approximately 17,000 retail stores
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FINANCIALS 31
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2025 © TILRAY BRANDS Financial Strength 32 $830M+ $55.0M $62M – $72M FY'25 Revenue1 FY’25 Adj. EBITDA FY’26 Adj. EBITDA Guidance2 Unique platform spanning beverage, cannabis and wellness Relentless focus on optimizing Tilray's operations and infrastructure creating efficiencies across our global platform Strong balance sheet and clear growth plan Beverage WellnessCannabis 1. Net revenue in constant currency for our fiscal year ended May 31, 2025.Net revenue in constant currency is a Non-GAAP measure 2. Due to the seasonality of certain of our businesses, we report a disproportionate share of adjusted EBITDA in Q4.
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2025 © TILRAY BRANDS Fiscal 2025 Diversified Revenue Across Multiple Businesses 33 Breakdown by business group (in % of total revenue) 33% Tilray Pharma 7% Wellness 29% Beverage 31% Cannabis Revenue by Business Group
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2025 © TILRAY BRANDS . United States 33% vs. 29% in 2024 Europe 39% vs. 38% in 2024 Other 1% vs. 1% in 2024 Canada 26% vs. 31% in 2024 Australia 1% vs. 1% in 2024 $830M+ REVENUE1 34 FY2025 Geographic Revenue Mix 1. FY'25 revenue in constant currency which is a Non-GAAP measure.
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2025 © TILRAY BRANDS Financial Strength: Q1FY'2026 35 Record Q1 Revenue Performance Operations $210M Revenue 5% Growth YoY $1.5M Net Income $36M improvement YoY $(1.3)M Cash Used in Operations $34M improvement YoY $265M Cash1 0.07x Net Debt to EBITDA 0.18x Debt to Equity Ratio 0.32x Debt to Sales Ratio $3.8M Net Debt Balance Sheet 1. Cash and cash equivalents, as of August 31, 2025
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2025 © TILRAY BRANDS Q1FY'26 Consolidated Statements of Financial Position 36 August 31, 2025 May 31, 2025 Assets Current assets Cash and cash equivalents $ 264,828 $ 221,666 Marketable securities — 34,697 Accounts receivable, net 107,075 121,489 Inventory 282,787 270,882 Prepaids and other current assets 40,650 34,092 Assets held for sale 5,800 5,800 Total current assets 701,140 688,626 Capital assets 560,157 568,433 Operating lease, right-of-use assets 21,003 22,279 Digital assets 992 — Intangible assets 25,173 21,423 Goodwill 752,350 752,350 Long-term investments 10,172 10,132 Other assets 11,659 11,084 Total assets $ 2,082,646 $ 2,074,327 Liabilities Current liabilities Bank indebtedness $ 8,185 $ 7,181 Accounts payable and accrued liabilities 230,913 235,322 Contingent consideration — 15,000 Warrant liability 4,762 1,092 Current portion of lease liabilities 7,477 6,941 Current portion of long-term debt 16,295 14,767 Total current liabilities 267,632 280,303 Long - term liabilities Lease liabilities 63,345 64,925 Long-term debt 144,175 148,493 Convertible debentures payable 84,267 86,428 Deferred tax liabilities, net 1,943 3,748 Other liabilities 626 855 Total liabilities 561,988 584,752 Commitments and contingencies (refer to Note 19) Stockholders' equity Common stock ($0.0001 par value; 1,416,000,000 common shares authorized; 1,118,291,159 and 1,060,678,745 common shares issue d and outstanding, respectively) 111 106 Treasury Stock (3,213,914 and 2,004,218 treasury shares issued and outstanding, respectively) — — Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstan ding, respectively) — — Additional paid-in capital 6,431,410 6,401,657 Accumulated other comprehensive loss (43,230) (43,063) Accumulated Deficit (4,847,548) (4,847,226) Total Tilray Brands, Inc. stockholders' equity 1,540,743 1,511,474 Non-controlling interests (20,085) (21,899) Total stockholders' equity 1,520,658 1,489,575 Total liabilities and stockholders' equity $ 2,082,646 $ 2,074,327
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2025 © TILRAY BRANDS 37 Three months ended August 31, 2025 August 31, 2024 Net revenue $ 209,501 $ 200,044 Cost of goods sold 152,032 140,338 Gross profit 57,469 59,706 Operating expenses: General and administrative 41,053 44,113 Selling 12,923 11,690 Amortization 3,929 21,804 Marketing and promotion 10,155 11,566 Research and development 41 105 Change in fair value of contingent consideration (15,000) — Litigation costs, net of recoveries 1,007 1,595 Restructuring costs 869 4,247 Transaction costs (income), net 400 1,156 Total operating expenses 55,377 96,276 Operating income (loss) 2,092 (36,570) Interest expense, net (6,696) (9,842) Non-operating income (expense), net 3,832 12,646 Loss before income taxes (772) (33,766) Income tax expense (recovery), net (2,285) 886 Net income (loss) $ 1,513 $ (34,652) Total net income (loss) attributable to: Stockholders of Tilray Brands, Inc. (322) (39,165) Non-controlling interests 1,835 4,513 Other comprehensive gain (loss), net of tax Foreign currency translation gain (loss) (188) 4,160 Comprehensive income (loss) $ 1,325 $ (30,492) Total comprehensive income (loss) attributable to: Stockholders of Tilray Brands, Inc. (489) (35,543) Non-controlling interests 1,814 5,051 Weighted average number of common shares - basic 1,060,271,899 875,444,828 Weighted average number of common shares - diluted 1,060,271,899 875,444,828 Net loss per share - basic $ (0.00) $ (0.04) Net loss per share - diluted $ (0.00) $ (0.04) Q1FY'26 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
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2025 © TILRAY BRANDS Q1FY'26 Consolidated Statements of Cash Flows 38 For the Three months ended, August 31, 2025 August 31, 2024 Cash provided by (used in) operating activities: Net income (loss) $ 1,513 $ (34,652) Adjustments for: Deferred income tax (recovery) expense, net (2,285) 382 Unrealized foreign exchange gain (2,328) (5,602) Amortization 15,561 31,814 Accretion of convertible debt discount 1,976 3,067 Unrealized loss on digital assets 8 — Other non-cash items 282 729 Stock-based compensation 5,052 6,917 Gain on long-term investments (39) (499) Loss (gain) on derivative instruments 3,670 (696) Change in fair value of contingent consideration (15,000) — Change in non-cash working capital: Accounts receivable 14,414 (2,342) Prepaids and other current assets (7,133) (13,570) Inventory (11,905) (12,383) Accounts payable and accrued liabilities (5,127) (8,472) Net cash used in operating activities (1,341) (35,307) Cash provided by (used in) investing activities: Investment in capital and intangible assets (9,523) (6,736) Proceeds from disposal of capital and intangible assets 293 28 Investment in digital assets (1,000) — Disposal (purchase) of marketable securities, net 34,697 (42,687) Net cash provided by (used in) investing activities 24,467 (49,395) Cash provided by (used in) financing activities: Share capital issued, net of cash issuance costs 22,491 66,472 Repayment of long-term debt (2,653) (4,791) Repayment of convertible debt — (330) Repayment of lease liabilities (994) (862) Net decrease in bank indebtedness 1,004 101 Net cash provided by financing activities 19,848 60,590 Effect of foreign exchange on cash and cash equivalents 188 958 Net increase (decrease) in cash and cash equivalents 43,162 (23,154) Cash and cash equivalents, beginning of period 221,666 228,340 Cash and cash equivalents, end of period $ 264,828 $ 205,186
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2025 © TILRAY BRANDS Disclaimer – Non-GAAP Measures Use of Non-U.S. GAAP Financial Measures This presentation and the accompanying tables include non-GAAP financial measures, Adjusted EBITDA, constant currency presentations of revenue, and net debt and net debt to adjusted EBITDA. Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company's operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the Company's Consolidated Statements of Operations and Cash Flows presented in a ccordance with GAAP. Certain forward-looking non-GAAP financial measures included in this presentation are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expecte d to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs, impairments of intangible assets and goodwill, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company's GAAP financial results. The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company's consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year. A reconciliation of prior year revenue to constant curre ncy revenue the most directly comparable GAAP measure, has been provided in the financial statement tables included above in this presentation. Adjusted EBITDA is calculated as net income (loss) before income tax benefits, net; interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; impairments of intangible assets and goodwill, other than temporary change in fair value of convertible notes receivable, project 420 optimization costs facility start-up and closure costs; litigation costs; restructuring costs, and transaction (income) costs, net. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this presentation. Net debt is comprised of GAAP measures and reduces bank indebtedness, current and non-current portions of long-term debt, the principal balance of convertible debt by cash and cash equivalents and marketable securities. The company believes this metric provides useful information to management, analysts, and investors regarding its liquidity and the Company’s ability to repay all of its debt. Net debt to adjusted EBITDA is a liquidity ratio used by management and is computed as the ratio of net debt to the trailing 12 months of adjusted EBITDA defined above. 39
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I N V E S T O R R E L A T I O N S i n v e s t o r s @ t i l r a y . c o m p r o- t l r y @ p r o s e k . c o m NASDAQ: TLRY | TSX: TLRY 40