Acquisition of Craft Beverage Business Portfolio II

Effective  September 1, 2024, the Company acquired four craft beer brands and breweries from Molson Coors Beverage Company (“Molson”) including Atwater Brewery, Hop Valley Brewing Company, Terrapin Beer Co., and Revolver Brewing (the “Craft Acquisition II”). The purpose of the acquisition was to continue broadening Tilray’s beverage brand strategy. In consideration for the acquisition, the Company paid a total purchase price of $22,979 in cash, which was subject to certain customary post-closing working capital adjustments.

The table below summarizes the fair value of the assets acquired and the liabilities assumed for the Craft Acquisition II at the effective acquisition date as follows:

In the event that the Craft Acquisition II had occurred on  June 1, 2024, the Company would have had, on an unaudited proforma basis, additional net revenue of approximately $nil for the fiscal year ended May 31, 2026 and approximately $13,700 for the fiscal year ended May 31, 2025, and its net loss and comprehensive net loss would have increased by approximately $nil for the fiscal year ended May 31, 2026, and $5,500 for the fiscal year ended May 31, 2025. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of the Craft Acquisition II.

Acquisition of BrewDog

BrewDog UK I

On  March 2, 2026, Tilray Brands UK Ltd (“Tilray UK”), a wholly owned subsidiary of the Company, entered into a Business and Asset Sale Agreement (the “BrewDog BASA”). Under the BrewDog BASA, Tilray UK acquired certain business operations and assets of BrewDog plc and certain of its subsidiary undertakings (collectively, the “BrewDog Group”) through a pre-packaged administration process in Scotland under the Insolvency Act 1986, with the intent for Tilray UK to carry on the acquired business operations and assets as a going concern. The assets acquired included the brewery and distillery located in Ellon, Aberdeenshire, Scotland (the “UK Brewery”), the on-line business, the retail business, 11 of 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 to broaden Tilray’s beverage brand strategy into international markets. In consideration for the acquisition, the Company paid a total cash purchase price of £33,000 ($44,220). 

BrewDog Australia

On  March 9, 2026, the Company acquired BrewDog Brewing Australia Pty Ltd., which included BrewDog’s Australian brewery, along with two hospitality venues in Australia. The purpose of the acquisition is to continue broadening Tilray’s beverage brand strategy into international markets. In consideration for the acquisition, the Company paid nominal consideration. 

BrewDog UK II

On  March 23, 2026, the Company acquired 5 additional BrewDog pubs in Scotland and England. The purpose of the acquisition is to broaden Tilray’s beverage brand strategy into international markets. In consideration for the acquisition, the Company paid a total purchase price of £418 ($560).

BrewDog U.S.

On  March 16, 2026, Tilray 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 Company obtained control of the acquired assets and assumed liabilities on April 1, 2026, which represents the acquisition date for accounting purposes under ASC 805, notwithstanding certain regulatory approvals that remained pending as of that date. The purpose of the acquisition is to broaden Tilray’s beverage brand strategy. In consideration for the acquisition, the Company paid a total purchase price of $9,293 for BrewDog’s U.S. assets, subject to customary post‑closing adjustments.

The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value  may be subject to adjustments pending completion of final valuations and post-closing adjustments. The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed for the BrewDog acquisitions at the effective acquisition dates as follows: 

In the event that the BrewDog acquisition had occurred on  June 1, 2025, the Company would have had, on an unaudited proforma basis for the asset groups purchased, additional net revenue of approximately $190,198 and its net loss and comprehensive net loss would have increased by approximately $41,428 for the fiscal year ended May 31, 2026. In the event that the BrewDog acquisition had occurred on  June 1, 2024, the Company would have had, on an unaudited proforma basis for the asset groups purchased, additional net revenue of approximately $276,533 and its net loss and comprehensive net loss would have increased by approximately $32,288 for the fiscal year ended May 31, 2025. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of the BrewDog acquisition.

Acquisition of Lyphe 

On April 15, 2026, the Company issued 398,666 shares of the Company’s Common Stock, as partial consideration pursuant to the share purchase agreement for the acquisition of the Lyphe Group. The purpose of the acquisition was driven by a strategic rationale tied to growth, vertical integration, and expansion in Europe, especially the UK medical cannabis market. In consideration for the acquisition, the Company paid a total purchase price of $3,074 (£2,200) which consisted of stock consideration of $2,795 and $279 of cash consideration.

The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value  may be subject to adjustments pending completion of final valuations and post-closing adjustments. The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed for the Lyphe acquisition at the effective acquisition date as follows: 

In the event that the Lyphe acquisition had occurred on  June 1, 2025, the Company would have had, on an unaudited proforma basis, additional net revenue of approximately $3,041 for the fiscal year ended May 31, 2026 and its net loss and comprehensive net loss would have increased by approximately $1,573 for the fiscal year ended May 31, 2026. In the event that the Lyphe acquisition had occurred on  June 1, 2024, the Company would have had, on an unaudited proforma basis, additional net revenue of approximately $4,041 for the fiscal year ended May 31, 2025 and its net loss and comprehensive net loss would have increased by approximately $723 for the fiscal year ended May 31, 2025. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of the Lyphe acquisition.