Tilray Brands Inc

2024 EBITDA Performance Awards

On* April 4, 2024,the Company’s Compensation Committee (the “Committee”) approved certain terms and conditions of previously authorized performance-based grants to certain of the Company’s named executive officers and other key employees under the Tilray, Inc. Amended and Restated2018* Equity Incentive Plan (the*“2018* Plan”). These performance-based grants represent a contingent right to receive a cash payment or its equivalent in shares of Common Stock (the*“2024* Performance Award”), as determined by the Committee. The2024 Performance Award is subject to all of the terms and conditions as set forth in the2018 Plan and the2024 Performance Award Agreement (the “Award Agreement”).

The percentage of the2024 Performance Awards earned will be based on the Company’s financial performance as measured against target goals for annual and cumulative Adjusted EBITDA (the "Performance Goals"), as determined by the Committee for the period beginning on* June 1, 2023and ending on May 31, 2026 (the “Performance Period”). The2024* Performance Awards will vest as of the end of the Performance Period (* May 31, 2026)subject to the executive officer’s Continuous Service (as defined in the2018* Plan), but willnot settle and payout until the percentage of the2024 Performance Awards earned is determined by the Committee. The executive officer* mayearn between0%* and100% of the target award value based on the Company’s achievement of the Performance Goals.

If the executive officer’s Continuous Service terminates for any reason other than: (i) without Cause (as defined in the2018 Plan) within3 months of the end of the Performance Period; (ii) death; (iii) Disability (as defined in the2018 Plan); or (iv) in connection with a Change in Control (as defined in the2018 Plan), unless the Committee determines otherwise, the2024 Performance Award shall be forfeited and canceled immediately without consideration. If the executive officer’s Continuous Service terminates without Cause within3 months before the end of the Performance Period, a pro rata portion of the2024 Performance Awards (calculated based on the days elapsed in a Performance Period prior to the termination of Continuous Service divided by the total days in the Performance Period) shall vest and become payable. If the executive officer’s Continuous Service terminates due to death or Disability prior to the end of the Performance Period, the2024 Performance Awards will vest at100% of the target award value. If the executive officer’s Continuous Service is terminated without Cause following a Change in Control, the2024 Performance Awards will vest at100% of the target award value.

The foregoing description is only a summary of the terms of the2024 Performance Awards and is qualified in its entirety by reference to the full text of the2024 Performance Awards, which has been filed as an exhibit to this Quarterly Report on Form10-Q for the quarterly period ending* February**29,* 2024.

Aphria Diamond Amalgamation and Amendment to Bank of Montreal Credit Facility

On* March 14, 2024,1974568 Ontario Limited (an Ontario Corporation doing business as “Aphria Diamond”) completed an amalgamation with Tilray Canada Ltd., with the successor corporation continuing as Aphria Diamond Inc. (“Aphria Diamond”). Following this amalgamation, Tilray continues to own51% of the equity interests in Aphria Diamond. In connection with the amalgamation transaction, Aphria Diamond also entered into the Second Amending Agreement, Consent and Waiver (the “BMO Amendment”). The BMO Amendment amended the existing Amended and Restated Credit Agreement, dated as of November 28, 2022,*by and among Aphria Diamond, Aphria Inc., Tilray Brands, Inc., and Bank of Montreal, among others. The BMO Amendment provides, among other things, for lender consent to the amalgamation and customary benchmark replacement mechanics incorporating the Canadian Overnight Repo Rate Average.

APHA24 Convertible Debt Exchange

On* April 9, 2024,the Company entered into an agreement to exchange$41.9* million principal amount of its APHA24 Notes for cancellation by issuing up to25,000,000 shares. The foregoing issuance of Tilray’s common stock was made in reliance on the exemption provided by Section4(a)(2) of the Securities Act of1933, as amended, for the offer and sale of securitiesnot involving a public offering.No underwriter participated in the offer and sale of the shares issued, andno commission or other remuneration was paid or given directly or indirectly in connection therewith.

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