Tilray Brands Inc

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Proxy Materials with respect to two or more stockholders sharing the same address by delivering a single set of Proxy Materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A single set of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Proxy Materials, please notify your broker or Tilray. Direct your written request to Tilray Brands, Inc., Corporate Secretary, 265 Talbot Street West, Leamington, Ontario N8H 4H3, Canada. Stockholders who currently receive multiple copies of the Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.

Stockholder Proposals and Nominations

As previously disclosed in our Proxy Statement for the Annual Meeting of Stockholders for the fiscal year ended May 31, 2024, filed with the SEC on September 27, 2024, and in accordance with Rule 14a-8 under the Exchange Act of 1934, as amended (the “Exchange Act”) and the advance notice provisions of our amended and restated bylaws (the “Bylaws”), stockholder proposals and director nominations for the Annual Meeting of Stockholders for the fiscal year ending May 31, 2025 must be received by our Corporate Secretary at our principal executive office on or before May 30, 2025.

In order for proposals submitted outside of Rule 14a-8 to be considered at the Annual Meeting of Stockholders for the fiscal year ending May 31, 2025, stockholder proposals, including stockholder nominations for Director, must comply with the provisions in the Bylaws. The Bylaws provide that stockholders are required to give advance notice to the Company of any business to be brought by a stockholder before an annual stockholders’ meeting. For business to be properly brought before an annual meeting by a stockholder, the stockholder must give timely written notice thereof to our Corporate Secretary at our principal executive offices, 265 Talbot Street West, Leamington, Ontario N8H 4H3, Canada.

In order to be timely, a stockholder’s notice must be delivered not later than the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting. Therefore, any stockholder proposals, including nominations for Directors, submitted outside of Rule 14a-8 to be voted on at the Annual Meeting of Stockholders for the fiscal year ending May 31, 2025 must be received by the Company not earlier than May 29, 2025 and not later than June 28, 2025. However, in the event that the date of the Annual Meeting of Stockholders for the fiscal year ending May 31, 2025 is advanced by more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary date of the Annual Meeting, for notice by the stockholder to be timely it must be delivered as stated in the Bylaws. Such proposals and nominations must be made in accordance with, and include the information required to be set forth by, the Bylaws and Rule 14a-19 under the Exchange Act. In order to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (as well as the information required by our Bylaws) no later than May 31, 2025. An untimely or incomplete proposal or nomination may be excluded from consideration at the Annual Meeting of Stockholders for the fiscal year ending May 31, 2025.

You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

Other Matters

We know of no other matters that will be presented for consideration at our Special Meeting. If any other matters properly come before our Special Meeting upon which a vote properly may be taken, shares represented by all proxies received by us on the proxy card will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

Solicitation of Proxies

We will pay the costs of this solicitation. Our directors, officers or other employees may solicit proxies on behalf of the Board of Directors primarily by mail and via the Internet, but additional solicitations may be made in person, by electronic delivery, telephone, facsimile or other medium. No additional compensation will be paid to our directors, officers or other employees in connection with this solicitation. We may enlist the assistance of brokerage houses, fiduciaries, custodians and other third parties in soliciting proxies. We will, upon request, reimburse brokerage firms and other third parties for their reasonable expenses incurred for forwarding solicitation material to beneficial holders of our common stock.

Where You Can Find More Information

A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024 is available without charge upon written request to: 265 Talbot Street West, Leamington, Ontario N8H 4H3, Canada.