TerrAscend Corp.

Item 5. Other Information

On October 31, 2025, TerrAscend USA, Inc. a wholly-owned subsidiary of the Company ("TerrAscend USA"), entered into an Amended and Restated Employment Agreement with Ziad Ghanem (the “Ghanem Amended Agreement”), the Company’s President and Chief Executive Officer. Pursuant to the Ghanem Amended Agreement, beginning with the calendar year 2025, Mr. Ghanem is entitled to receive on an annual basis (i) an annual discretionary performance bonus targeted at 100% of his base salary and (ii) restricted stock units (“RSUs”) of up to 150% of his base salary pursuant to the Company’s Share Unit Plan and as determined by the Board from time to time.

If Mr. Ghanem’s employment is terminated by TerrAscend USA without cause (as defined in the Ghanem Amended Agreement) or he resigns for good reason (as defined in the Ghanem Amended Agreement), the Ghanem Amended Agreement entitles Mr. Ghanem to the full amount of his target bonus (cash or equivalent) for the prior calendar year if it has not yet been paid, and the full amount of his target bonus (cash or equivalent) for the then current calendar year.

If Mr. Ghanem’s employment is terminated without cause or he resigns for good reason within 24 months following a change of control of TerrAscend USA, the Ghanem Amended Agreement entitles Mr. Ghanem to a cash payment equal to two times his Severance Pay (as defined in the Ghanem Amended Agreement), two times his COBRA Cash Stipend (as defined in the Ghanem Amended Agreement) and the full amount of his target bonus for the prior calendar year if not yet paid, and full bonus for the current calendar year.

On October 31, 2025, TerrAscend USA entered into an Amended and Restated Employment Agreement with Lynn Gefen (the “Gefen Amended Agreement”), the Company’s Chief People and Legal Officer. Pursuant to the Gefen Amended Agreement, beginning with the calendar year 2025, Ms. Gefen is entitled to receive on an annual basis (i) an annual discretionary performance bonus targeted at 60% of her base salary and (ii) restricted stock units of up to 75% of her base salary pursuant to the Company’s Share Unit Plan and as determined by the Board from time to time.

If Ms. Gefen’s employment is terminated by TerrAscend USA without cause (as defined in the Gefen Amended Agreement) or she resigns for good reason (as defined in the Gefen Amended Agreement), the Gefen Amended Agreement now entitles Ms. Gefen to the full amount of her target bonus (cash or equivalent) for the prior calendar year if it has not yet been paid, and the full amount of her target bonus (cash or equivalent) for the then current calendar year

If Ms. Gefen’s employment is terminated without cause or she resigns for good reason within 24 months following a change of control of TerrAscend USA, the Gefen Amended Agreement entitles Ms. Gefen to a cash payment equal to two times her Severance Pay (as defined in the Gefen Amended Agreement), two times her COBRA Cash Stipend (as defined in the Gefen Amended Agreement) and the full amount of her target bonus for the prior calendar year if not yet paid, and full bonus for the current calendar year.

The foregoing description of the Ghanem Amended Agreement and the Gefen Amended Agreement is qualified in its entirety by reference to the full text of such agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.