424B5 1 ny20066669x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-290806

PROSPECTUS SUPPLEMENT

(To Prospectus dated October 9, 2025)

Up to $180,000,000

Tilray Brands, Inc.

Common Stock

This prospectus supplement amends and supplements the prospectus filed October 9, 2025. This prospectus supplement should be read together with the accompanying prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement amends only the cover page and the sections of the accompanying prospectus listed herein.

We have entered into an Open Market Sales Agreement^SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), TD Securities (USA) LLC (“TD Securities”) and Roth Capital Partners, LLC (“Roth Capital Partners”), as sales agents (each, a “sales agent” and, collectively, the “sales agents”), relating to shares of our common stock, par value $0.0001 per share (the “Common Stock”) offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement and the accompanying prospectus, we may offer and sell shares of our Common Stock having an aggregate offering price of up to $180,000,000 from time to time through the sales agents, acting as our sales agents, or directly to the sales agents, acting as principals.

Our Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”) under the trading symbol “TLRY.” On April 14, 2026, the last sale price of shares of our Common Stock was $6.91 per share on Nasdaq and C$9.52 per share on the TSX.

Sales of our Common Stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The sales agents are not required to sell any specific number or dollar amount of securities, but will act as our sales agents using commercially reasonable efforts to sell on our behalf all of the shares of Common Stock requested to be sold by us, consistent with their normal trading and sales practices, on mutually agreed terms between the sales agents and us. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement. Sales of our Common Stock under the Sales Agreement and this prospectus supplement will be made through only one sales agent on any particular trading day.

Each sales agent will be entitled to compensation at a fixed commission rate of up to 3.0% of the gross sales price per share sold under the Sales Agreement. In connection with the sale of our Common Stock on our behalf, each sales agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of each sales agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the sales agents with respect to certain liabilities, including liabilities under the Securities Act.

Investing in our Common Stock involves risks. See “Risk Factors” on page S-4 of this prospectus supplement, and on page 5 of the accompanying prospectus, as well as our other filings that are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Common Stock offered by this prospectus supplement has not been and will not be qualified for sale under the securities law of any province or territory of Canada and may not be offered or sold under the Sales Agreement in Canada. This prospectus supplement and the accompanying prospectus have not been filed in respect of, and will not qualify, any distribution of the Common Stock in any province or territory of Canada. No Common Stock will be sold on the Toronto Stock Exchange or on other trading markets in Canada as at-the-market distributions.


Jefferies	TD Securities	Roth Capital Partners

This prospectus supplement is dated April 15, 2026.


ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-6
USE OF PROCEEDS			S-9
PLAN OF DISTRIBUTION			S-10
LEGAL MATTERS			S-12
EXPERTS			S-12
WHERE YOU CAN FIND MORE INFORMATION			S-12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-13


ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
RISK FACTORS			5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			6
DESCRIPTION OF CAPITAL STOCK			9
DESCRIPTION OF DEBT SECURITIES			13
DESCRIPTION OF WARRANTS			19
LEGAL OWNERSHIP OF SECURITIES			21
SELLING SECURITYHOLDERS			24
USE OF PROCEEDS			25
PLAN OF DISTRIBUTION			26
LEGAL MATTERS			28
EXPERTS			28
WHERE YOU CAN FIND MORE INFORMATION			28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			29

SEC Form 424B5 filed by Tilray Brands Inc.