UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

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FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~ 9November 17, 2025

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Tilray Brands, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

_______________________________

Delaware	001-38594	82-4310622
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

265 Talbot Street West,
Leamington, ON		N8H 5L4
(Address of Principal Executive Offices,		(Zip Code)

Delaware	001-38594	82-4310622
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

265 Talbot Street West

Leamington, Ontario N8H 4H3

(Address of Principal Executive Offices) (Zip Code)

(844) 845-7291

~~(Registrant's~~Not ~~telephone number, including area code)~~applicable

~~Not~~(Former ~~Applicable~~Name or Former Address, if Changed Since Last Report)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading ~~Symbol(s)~~	Name of each exchange on which registered
Common stock, par value $0.0001 per share	TLRY	The NASDAQ Global Select Market
	Symbol(s)
Common Stock, $0.0001 par	TLRY
value per share		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 27.~~02.~~01 Regulation ~~Results~~FD ~~of Operations and Financial Condition~~Disclosure.

OnFurnished ~~October~~as 9,Exhibit ~~2025,~~99.1 ~~the~~hereto ~~Registrant~~and ~~issued~~incorporated ainto ~~press~~this ~~release,~~Item a7.01 ~~copy~~by ofreference ~~which~~ is ~~attached~~the ~~hereto~~investor aspresentation ~~Exhibit~~that 99Tilray Brands, Inc.1 has prepared and ismade ~~incorporated~~available ~~herein~~on byits ~~reference~~website at https://ir.tilray.com/.

The foregoing (including Exhibit 99.2) is being furnished pursuant to Item 97.01. ~~Financial~~and ~~Statements~~will not be deemed to be filed for purposes of Section 18 of the Securities and ~~Exhibits~~Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release dated October 9, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

SIGNATURE

Exhibit Number		Description
99.1		Investor Presentation, dated November 17, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	Tilray Brands, Inc.
Date: October 9, 2025	By:	/s/ Mitchell Gendel
		Mitchell Gendel
		Global General Counsel

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Tilray Brands, Inc.

Date: November 17, 2025

By: /s/ Mitchell Gendel

Name: Mitchell Gendel

Title: Global General Counsel

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