Income (loss) before income taxes includes the following components:

The (recoveries) expense for income taxes consists of:

The (recoveries) expense for income taxes for the comparative periods are as follows:

A reconciliation of income taxes at the statutory rate with the reported taxes under ASU No. 2023-09, Improvements to Income Tax Disclosures, is as follows:

Reconciliations of income taxes at the statutory rate with the reported taxes for the comparative periods are as follows: 

Cash paid for income taxes, net of refunds, was as follows:

The Tax Cuts and Jobs Act (TCJA) was enacted on December 22, 2017 and reduced the U.S. statutory federal corporate tax rate from 35% to 21% and introduced several new international tax provisions, including the tax on Global Intangible Low-Taxed Income (‘‘GILTI’’). The Company has made a policy decision to record GILTI tax as a current-period expense when incurred.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which extended and modified certain provisions of the TCJA, including bonus depreciation and interest expense limitations. OBBBA does not have a material impact to the Financial Statements.

As of  May 31, 2026, the Company had generated net operating loss carry-forwards in the United States of $347,553, which can be carried forward indefinitely and are generally limited in use annually to 80% of the current year taxable income, starting 2021. The Company has generated net operating loss carry-forwards in Canada of $1,650,146, which can be carried forward for 20 years and begin to expire in 2028. Management believes that it is more-likely-than-not that the benefit from certain United States and foreign net operating loss carry-forwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance on the deferred tax assets relating to these carry-forwards. The net change in the total valuation allowance was an increase of $28,432 and $179,090 for the fiscal years ended May 31, 2026 and 2025, respectively. The total valuation allowance was increased $37,627 by current period earnings and $19,429 by effects of currency translation. The total valuation allowance was decreased by $28,740 related to return-to-provision and other prior period adjustments. The largest component of prior period adjustments to valuation allowances was a decrease of $29,602 in the United States, primarily related to the prior year impairment of intangible assets. These adjustments also reduced corresponding deferred tax assets and liabilities.

The Company recognizes the financial statement impact of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the Financial Statements is the largest impact that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The total amount of gross unrecognized tax benefits (“GUTB”) was $nil for periods  May 31, 2026, 2025 and 2024, respectively. There is a reasonable possibility that the Company’s unrecognized tax benefits will change within twelve months due to audit settlements or the expiration of statute of limitations, but the Company does not expect the change to be material to Financial Statements.

The Company recognizes interest and, if applicable, penalties for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expenses. In the fiscal years ended May 31, 2026, 2025 and 2024, the Company recorded $nil, $nil and $nil, respectively, of interest and penalty expenses related to uncertain tax positions. As of May 31, 2026, and 2025, the Company had a cumulative balance of accrued interest and penalties on unrecognized tax positions of $nil and $nil, respectively.

The Company and its subsidiaries are subject to United States federal income tax as well as the income tax of multiple state and foreign jurisdictions. Major jurisdictions where there are wholly owned subsidiaries of Tilray Brands, Inc. which require income tax filings include Canada, Portugal, Germany, and Australia. The earliest periods open for review by local taxing authorities are fiscal years 2022 for Canada, 2022 for Portugal, 2021 for Germany, 2022 for Australia, and 2023 for United States.