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Insider Trading Arrangements | 3 Months Ended
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Aug. 31, 2025
Trading Arrangements, by Individual [Table] |
Material Terms of Trading Arrangement [Text Block] | Item 5. Other Information. On October 7, 2025, the Company entered into Amendment No. 1 (the “Amendment”), to the Employment Agreement, originally dated July 27, 2021, with its Chief Executive Officer, Irwin D. Simon (the “Executive”). The Amendment modifies certain compensation benefit provisions. Effective as of the start of the Company’s Fiscal Year 2026, the Company will pay the Executive (i) an after-tax amount equal to $5,000 per month for participation in all employee retirement and welfare benefit plans and (ii) an additional $500 per month as a car allowance. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q. On October 9, 2025, Tilray entered into an assignment and assumption agreement with Double Diamond Holdings Ltd. (“DDH”), an Ontario corporation, pursuant to which, among other things, Tilray acquired from DDH a promissory note in the amount of $14,821,356 (the “Note”) payable by Aphria Diamond Inc. (“Aphria Diamond”). DDH is a joint venturer with Aphria Inc. (Tilray’s wholly-owned subsidiary) in Aphria Diamond. As consideration for the Note, Tilray issued 8,617,068 shares of its Common Stock to DDH. DDH’s management team provides a range of additional services to the Company at no incremental cost. These additional services include expert advice on maximizing vegetable cultivation and cannabis yields for the Company’s Quebec cultivation facility; maximizing cultivation yields for the Company’s Cayuga outdoor grow facility; and cannabis cultivation insights for the Company’s facility in Cantanhede, Portugal. The consideration shares were issued to DDH in reliance on the exemption provided by Regulation S (“Regulation S”) of the Securities Act of 1933, as amended (the “Securities Act”), which permits offers or sales of securities by Tilray outside of the United States that are not made to “U.S. Persons” or for the account or benefit of a “U.S. Person”, as that term is defined in Rule 902 of Regulation S. No underwriter participated in the offer and sale of the consideration shares, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.
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