TerrAscend Corp.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On August 20, 2025, the Board approved the Share Repurchase Program, which replaced the Original Program. The Share Repurchase Program authorizes the Company to repurchase up to 10,000,000 Common Shares of the Company at any time, or from time to time, from August 22, 2025 until August 21, 2026. The Share Repurchase Program authorizes the Company to repurchase up to 60,255 Common Shares daily, which represents 25% of the Company’s average daily trading volume on the TSX of 241,023 Common Shares. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The size and timing of any repurchases will depend on price, market and business conditions, and other factors. During the third quarter of 2025, the Company repurchased Common Shares as set forth below:

Apothecarium Entities and ABI SF LLC Issuance

As previously disclosed, on June 6, 2019, the Company and certain consolidated entities acquired 49.9% of the outstanding equity interests in RHMT, LLC, Deep Thought, LLC and Howard Street Partners, LLC (collectively, the “Apothecarium Entities”). On January 19, 2024, the Company entered into a series of purchase agreements (the “Apothecarium Purchase Agreements”), whereby the Company acquired the remaining 50.1% of outstanding equity interests in the Apothecarium Entities. Pursuant to the Apothecarium Purchase Agreements, on September 19, 2025, the Company issued an aggregate of 522,021 Common Shares to the seller parties thereto at a price of $1.00 per share, which represents the twenty (20)-day volume-weighted average price of the Company’s common shares on the OTCQX for the period ending on September 18, 2025, for a total aggregate value of $522.

As previously disclosed, on January 23, 2020, the Company and certain consolidated entities acquired 49.9% of the outstanding equity interests in ABI SF, LLC. On January 19, 2024, the Company entered into an amendment to the original purchase agreement, pursuant to which the Company acquired the remaining 50.1% of outstanding equity interests in ABI SF, LLC. Pursuant to the amendment to the original purchase agreement, on September 19, 2025, the Company issued an aggregate of 202,040 Common Shares to the seller parties thereto at a price of $1.00 per share, which represents the twenty (20)-day volume-weighted average price of the Company’s common shares on the OTCQX for the period ending on September 18, 2025, for a total approximate aggregate value of $202.

The securities described above were offered and sold in reliance upon (i) an exemption from registration provided by Section 4(a)(2) of the Securities Act, and (ii) exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of the Insider Participation as the fair market value (as determined under MI 61-101) of the Insider Participation in the Private Placement is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).