Filings Radar

SEC 8-K and 6-K filings classified by Claude with reasoning, plus Form 4 insider transactions. Ingested from EDGAR’s filing stream in near-real time, reconciled overnight.

Tilray Brands, Inc. (TLRY)

CIK 0001731348 4 material events

Insider activity (SEC Form 4)

Open-market buys and sells only — the deliberate trades. Zero here doesn’t mean no filings: grants, option exercises and tax withholding (below) are compensation, not market trades.

Open-market · last 30 days: 0 buyers bought $0 0 sellers sold $0
Open-market · last 90 days: 3 buyers bought $69K 0 sellers sold $0
InsiderRoleDateTransactionSharesValue
FALTISCHEK DENISE M Chief Strategy Officer 2026-08-26 Option exercise 58204 $0
FALTISCHEK DENISE M Chief Strategy Officer 2026-08-26 Tax withholding 30849 $151K
FALTISCHEK DENISE M Chief Strategy Officer 2026-08-26 Option exercise 120017 $0
FALTISCHEK DENISE M Chief Strategy Officer 2026-08-26 Tax withholding 63610 $310K
Gendel Mitchell Global General Counsel 2026-08-26 Option exercise 50556 $0
Gendel Mitchell Global General Counsel 2026-08-26 Tax withholding 26795 $131K
Gendel Mitchell Global General Counsel 2026-08-26 Option exercise 109748 $0
Gendel Mitchell Global General Counsel 2026-08-26 Tax withholding 58167 $284K
Merton Carl A Chief Financial Officer 2026-08-26 Option exercise 57380 $0
Merton Carl A Chief Financial Officer 2026-08-26 Tax withholding 31559 $154K
Merton Carl A Chief Financial Officer 2026-08-26 Option exercise 111072 $0
Merton Carl A Chief Financial Officer 2026-08-26 Tax withholding 61090 $298K
SIMON IRWIN D President and CEO, Director 2026-08-26 Option exercise 408605 $0
SIMON IRWIN D President and CEO, Director 2026-08-26 Tax withholding 216561 $1.1M
SIMON IRWIN D President and CEO, Director 2026-08-26 Option exercise 803563 $0
SIMON IRWIN D President and CEO, Director 2026-08-26 Tax withholding 425889 $2.1M
Gendel Mitchell Global General Counsel 2026-08-06 Open-market buy 2500 $11K
Merton Carl A Chief Financial Officer 2026-08-04 Open-market buy 10000 $46K
FALTISCHEK DENISE M Chief Strategy Officer 2026-08-03 Open-market buy 2500 $12K
FALTISCHEK DENISE M Chief Strategy Officer 2026-07-30 Option exercise 26120 $0
Most recent 20 reported transactions. Open-market buys (P) and sells (S) are the deliberate ones; grants and option exercises are compensation. Not investment advice.

Risk Radar (year-over-year Risk Factors)

← All Risk Radar

Fiscal period ending 2026-05-31 versus 2025-05-31view filing on EDGAR →

Regulatory and operational risks broadened materially, with new federal hemp-THC legislation, DEA rescheduling, expanded European exposure, and the BrewDog acquisition adding compounding uncertainty across compliance, integration, and market access. Intangible assets doubling to $42.8M and expanded litigation scope — now including derivative suits, securities class actions, and data privacy claims — add meaningful balance sheet and legal tail risk. Two capital-structure improvements (Nasdaq compliance restored, warrant dilution eliminated) provide partial offset but do not counterbalance the breadth of worsening across regulatory, geopolitical, and operational themes.

7 company-specific · 2 eased/removed · 2 common-mode

Company-specific changes

Revised

New 2025 federal legislation redefining hemp with total-THC standard effective November 2026 may render current products non-compliant. Materially escalates regulatory risk and product viability uncertainty.

United States regulations relating to cannabinoid products, including CBD, Delta-9 THC, THCA and other cannabinoids, are rapidly evolving, and recent federal and state legislative developments may…

New

New material acquisition risk: BrewDog U.S. deal dependent on regulatory approval with integration, synergy, and operational disruption risks disclosed.

Our ability to complete the BrewDog U.S. acquisition is subject to regulatory approvals, and we may face risks associated with integrating all of the acquired BrewDog businesses. The completion of…

Revised

DEA rescheduled certain marijuana to Schedule III in April 2026; broader rescheduling process ongoing with uncertain outcome. Adds concrete regulatory action and uncertainty risk.

Government regulation of the cannabis industry is evolving, including recent regulatory developments in the United States to reschedule cannabis from Schedule I to Schedule III under the Controlled…

Revised

Company expanded regulatory risk disclosure to include Europe, signaling new material market exposure and regulatory constraints beyond Canada.

Regulations constrain our ability to market and distribute our products in Canada and Europe. In Canada and Europe, there are significant regulatory restrictions on the marketing, branding, product…

Revised

Expanded litigation scope: added derivative litigation, securities class actions, data privacy/cybersecurity, product marketing/labeling, IP rights. Enhanced regulatory language emphasizing material adverse effects and expected significant ongoing costs.

Risks Related to Ongoing Litigation Claims We are subject to litigation, arbitration and demands, which could result in significant liability and costs, and impact our resources and reputation.…

Revised

Intangible assets doubled from $21.4M to $42.8M year-over-year, materially increasing impairment risk exposure and balance sheet vulnerability.

Additional impairments of our goodwill, additional impairments of our intangible and other long-lived assets, and changes in the estimated useful lives of intangible assets could have a material…

Revised

Added aluminum as specific key input and expanded geopolitical risks to include Iran hostilities, escalating supply chain vulnerability.

Significant interruptions in our access to certain supply chains for key inputs such as raw materials, aluminum, supplies, electricity, water and other utilities may impair our operations. Our…

Eased / removed

Removed

Nasdaq delisting risk removed. Company regained compliance with minimum bid price requirement, eliminating material threat to exchange listing and market access.

Risks Related to Ownership of Our Securities Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities. On March 25, 2025, the Company received…

Removed

Removal of warrant dilution risk. 6.2M warrants at $0.42 exercise price no longer threaten capital raising or stockholder dilution post-September 2025 expiration.

The terms of our outstanding warrants may limit our ability to raise additional equity capital or pursue acquisitions, which may impact funding of our ongoing operations and cause significant…

Also disclosed — common-mode (Geopolitical macro uncertainty ×2)
Geopolitical macro uncertainty New

New disclosure of geopolitical risk (Iran conflict) materially affecting European fuel/energy costs, operating expenses, margins, and energy-intensive operations (brewing, cannabis cultivation).

Geopolitical instability involving the conflict in Iran could increase fuel and energy costs in Europe and adversely affect our operations and results. Ongoing geopolitical instability in the Middle…

Geopolitical macro uncertainty Revised

New disclosure of geopolitical risks (Middle East instability) causing freight cost increases and supply chain disruptions—a substantive escalation of transportation risk.

We face risks associated with the transportation of our products to consumers in a safe and efficient manner. We depend on fast, cost-effective, and efficient courier services to distribute our…

Material year-over-year changes to this company's Risk Factors (Item 1A), found by comparing each annual report to the prior year, judged for materiality, and classified as company-specific or common-mode against the cross-company catalog. Common-mode changes are the macro themes many companies disclose in common; they are collapsed above. A filing marked unchanged had no material change from the prior year; its summary describes the company's standing risks, which remain in force. Fiscal periods are the reporting period ends. Not investment advice.

Dilutive issuance

8-K filed 2026-08-10 confidence 95% Item 3.02

Tilray issued 1,377,334 shares of common stock in unregistered private debt-for-equity exchange transactions, exchanging equity for $6 million principal of convertible notes. This is a dilutive issuance of unregistered equity securities under Item 3.02, relying on Section 3(a)(9) exemption. The transaction materially increases share count and would affect investor assessment of ownership dilution and capital structure.

View raw filing on EDGAR →

Earnings release

8-K filed 2026-07-28 confidence 98% Item 2.02

This is a press release disclosing Tilray's fiscal year 2026 financial results (ended May 31, 2026), filed on July 28, 2026 under Item 2.02. The filing reports record net revenue of $915.5 million, record gross profit, record adjusted EBITDA of $61.1 million, and provides fiscal 2027 guidance of $68–75 million adjusted EBITDA. The press release is attached as Exhibit 99.1 and incorporated by reference, which is the standard format for earnings releases on Form 8-K.

View raw filing on EDGAR →

Dilutive issuance

8-K filed 2026-06-30 confidence 95% Item 3.02

Tilray issued 2,638,341 shares of common stock in unregistered private debt-for-equity exchange transactions between June 15-24, 2026, exchanging $12 million principal of convertible notes for equity. This is a dilutive issuance of unregistered equity securities under Section 3(a)(9) of the Securities Act, disclosed under Item 3.02, representing material shareholder dilution and a significant capital restructuring event.

View raw filing on EDGAR →

Dilutive issuance

8-K filed 2026-06-09 confidence 92% Item 3.02

The filing discloses two unregistered equity issuances: (1) 398,666 shares issued as consideration for the Lyphe Group acquisition under Section 4(a)(2), and (2) 1,214,186 shares issued in a debt-for-equity exchange under Section 3(a)(9). Together, these represent approximately 1.6 million shares of dilutive issuance, with the debt exchange alone converting $6 million of convertible notes. This is material to investors as it increases share count and dilutes existing shareholders.

View raw filing on EDGAR →