Tilray Brands Inc

In* July 2024,the Board of Directors of the Company approved fiscal year2025* retention payments to the Company’s senior executives (the “Executives”) in the amounts set forth in the Company’s Annual Report on Form10-K, filed on* July 30, 2024.The retention payments were made in August 2024*pursuant to a form of “Executive Retention Agreements” entered into with each senior executive.

The Company amended and restated its form of “Executive Retention Agreements” on* August 15, 2024.Pursuant to the terms of amended Executive Retention Agreement, such retention payments require continued employment for a period of time that was amended to commence on August 15, 2024,and continuing through the extended period of August 31, 2025 (the “Repayment Period”). If the Executive terminates employment without Good Reason or is terminated by the Company for Cause (both terms as defined in the Executive’s employment agreements) prior to August 31, 2025,then such Executive must repay a pro-rated portion of the retention payment based on the number of daysnot* employed by the Company during the Repayment Period. A copy of the form of amended and restated Executive Retention Agreement is filed as an exhibit to this Form10-Q.

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