424B7 1 ny20066669x4_424b7.htm 424B7

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-290806

PROSPECTUS SUPPLEMENT

(To Prospectus dated October 9, 2025)

Tilray Brands, Inc.

Up to 398,666 Shares of Common Stock

This prospectus supplement supplements the accompanying prospectus, and registers the resale of an aggregate of 398,666 shares of our common stock, par value $0.0001 per share (“Common Stock”), held by the selling stockholder identified herein. The selling stockholder acquired these shares of Common Stock from us as part of the consideration paid pursuant to that share purchase agreement, dated April 15, 2026, relating to the acquisition of the Lyphe Group from the selling stockholder. The selling stockholder (which term as used herein includes its donees and pledgees, transferees or other successors in interest) may sell these shares through public or private transactions at market prices prevailing at the time of sale, at prices related to such market prices, at varying prices determined at the time of sale, at fixed prices or at negotiated prices. The timing and amount of any sale is within the sole discretion of the selling stockholder, subject to certain restrictions. See “Plan of Distribution” on page S-9 of this prospectus supplement. We will not receive any proceeds from the sale of the shares by the selling stockholder.

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 20, 2026, the last sale price of shares of our Common Stock was $7.15 per share on Nasdaq and C$9.75 per share on the TSX.

Investing in our Common Stock involves risks. See “Risk Factors” on page S-3 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.

This prospectus supplement is dated April 21, 2026.


ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-4
USE OF PROCEEDS			S-7
SELLING STOCKHOLDER			S-8
PLAN OF DISTRIBUTION			S-9
LEGAL MATTERS			S-11
EXPERTS			S-11
WHERE YOU CAN FIND MORE INFORMATION			S-11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-12


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


Selling Stockholder	Number of Common Shares Currently Owned (#/%)	Maximum Number of Common Shares to be Sold by the Selling Stockholders Pursuant to this Prospectus Supplement (#/%)	Common Shares Owned by the Selling Stockholders After Giving Effect to the Offering (#/%)
Simon Lawley	398,666*	398,666*	—

SEC Form 424B7 filed by Tilray Brands Inc.