SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 18, 2026

Carl A. Merton
Chief Financial Officer
Tilray Brands, Inc.
265 Talbot Street West
Leamington, ON N8H 5L4
Canada

 Re: Tilray Brands, Inc.
 Form 10-K for the fiscal year ended May 31, 2025
 Form 10-Q for the quarterly period ended August 31, 2025
 File No. 001-38594
Dear Carl A. Merton:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the quarterly period ended August 31, 2025
Management s Discussion and Analysis of Financial Condition and Results of
Operations, page
25
Results of Operations, page 28

1. You state on page 39 that "During the three months ended August 31,
2025, the
 Company recognized $15.0 million of change in the fair value of
contingent
 consideration as the likelihood of achievement decreased to 0% of such
contingent
 consideration related to the Montauk Brewing acquisition." However, we
note from page
 110 of your May 31, 2025 Form 10-K that the probability of achieving
such contingent
 consideration was "100%" as of that date. Please explain to us in detail
and revise your
 future filings as necessary to describe the events that transpired
during the three months
 ended August 31, 2025 that resulted in your determination that the $15.0
million payout
 was no longer likely to occur at all. In this regard, we note you
mention only "Montauk's
 current operating results" from page 20 of your November 30, 2025 Form
10-Q.
 February 18, 2026
Page 2

Form 10-K for the fiscal year ended May 31, 2025
Results of Operations, page 47

2. We note the discussions of the changes in your revenue and gross margin
for each of the
 reportable segments on pages 51-54 do not provide quantifications of the
significant
 factors that you have identified as impacting those changes for the
periods presented. For
 example, on page 52, you state that the decrease in adult-use cannabis,
your largest
 cannabis channel, was driven by, among other things, your "renewed focus
on preserving
 gross margin and maintaining a higher average selling price in growing
categories such
 as vapes that have experienced a high degree of price compression."
Without
 quantification of selling price and price compression, a reader is not
able to fully
 understand the extent that these factors had on your results. Therefore,
please expand
 your disclosures in future filings, beginning with your Form 10-Q for
the period ended
 February 28, 2026, to provide sufficiently quantitative, meaningful and
informative
 disclosures that comply with Items 303(b)(2)(i)-(iii) of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>