TerrAscend Corp.

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

On August 20, 2026, the Board approved the Share Repurchase Program, which replaced the Previous Program. The Share Repurchase Program authorizes the Company to repurchase up to the lesser of 10,000,000 Common Shares or $10,000 of Common Shares at any time, or from time to time, from August 24, 2026 until August 23, 2027. The Share Repurchase Program authorizes the Company to repurchase up to 58,784 Common Shares daily, which represents 25% of the Company’s average daily trading volume on the TSX of 235,136 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 2026, the Company repurchased Common Shares as set forth below:

(1) 240,500 of the shares purchased during August 2026 were purchased on or after August 24, 2026 when the Share Repurchase Program was renewed.

2026 Private Placement Convertible Debentures

On August 2, 2026, in a subsequent closing of the Debenture Offering, the Company entered into Debenture Subscription Agreements and issued 334 2026 Private Placement Convertible Debentures at a purchase price of $1,000 per debenture, for an aggregate principal amount of $334. These debentures have the same terms as the 2026 Private Placement Convertible Debentures issued on June 23 and June 30, 2026. They mature on September 30, 2031, bear interest at 8.00% per annum (with PIK Interest at the Company’s election), and are convertible at the holder’s option at any time before the Maturity Date into Common Shares at a conversion price of $0.87 per Common Share, subject to customary adjustments. After June 23, 2029, the Company may force conversion if the volume weighted average trading price of the Common Shares on the TSX for any 20 consecutive trading days equals or exceeds 200% of the then-applicable conversion price.

The 2026 Private Placement Convertible Debentures and any Common Shares issuable upon conversion or as interest thereon have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder

Aunt Mary's Issuance

On June 12, 2026, the Company and certain consolidated entities entered into an option agreement (the “Aunt Mary's Option Agreement”) with Aunt Mary's Dispensary LLC (“Aunt Mary’s”), a dispensary in New Jersey. On September 16, 2026, the Company closed on the transaction contemplated by the Aunt Mary's Option Agreement, and the Company was granted an option to purchase a 35% equity interest in Aunt Mary's (the “Aunt Mary's Option”) pursuant to the terms of the Aunt Mary's Option Agreement and New Jersey's regulatory framework, which facilitates investment opportunities for diversely owned businesses, which it exercised on September 23, 2026 (the “Aunt Mary's Transaction”).

On September 16, 2026, in connection with the Aunt Mary's Transaction, the Company issued a convertible promissory note (the “Aunt Mary's Convertible Promissory Note”) to the seller of Aunt Mary's in the aggregate principal amount of $3,000 (the “Aunt Mary's Principal Amount”). The Aunt Mary's Convertible Promissory Note accrues interest at a rate of 6.0% per annum, due in quarterly payments. The Aunt Mary's Convertible Promissory Note matures on September 15, 2031 (the “Aunt Mary's Maturity Date”).

Beginning on the third anniversary of the issuance of the Aunt Mary’s Convertible Promissory Note, if the Common Shares trade at a volume weighted average trading price of at least 200% of the conversion price for 20 consecutive trading days, the Issuer may, in its sole discretion, require the conversion of all or a portion of the outstanding Aunt Mary's Convertible Promissory Note, in intervals of at least $1. To exercise this right, the Issuer must provide the holder with at least 10 days' prior written notice. Upon conversion, the holder will be paid any accrued and unpaid interest on the converted principal through the conversion date in cash.

Prior to the Aunt Mary's Maturity Date, the Aunt Mary's Convertible Promissory Note may be converted, in intervals of at least $1, into Common Shares at the option of the holder. On the date of conversion, the Aunt Mary's Convertible Promissory Note will automatically convert into the number of Common Shares equal to the outstanding Aunt Mary's Principal Amount being converted divided by the conversion price per Common Share of $0.79.

The securities described above were offered and sold in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act. The Aunt Mary's Convertible Promissory Note and any Common Shares issuable thereunder have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC, or an applicable exemption from the registration requirements.