Tilray Brands, Inc.

On* July 24, 2026,American Beverage Crafts Group, Inc. entered into the Sixth Amendment with Bank of America, N.A., as administrative agent, and the lenders party thereto. The Sixth Amendment amends the Credit Agreement dated June 30, 2023and, among other things, reflects revisions to the Company's credit facilities, including a reduction in the revolving commitments from$25.0* million to*$15.0* million and modifications to certain of the financial covenants. The Sixth Amendment also acknowledges a voluntary principal prepayment of*$10.0* million made on* May 29, 2026,and includes various amendments, consents and other provisions relating to certain corporate and financing transactions. The foregoing description is qualified in its entirety by reference to the full text of the Sixth Amendment, which is filed as Exhibit10.29* to this Annual Report on Form10-K and incorporated herein by reference.

On* July 23, 2026,the Board of Directors of the Company (the “Board”) approved fiscal year2026* retention payments to be made on or about* August 15, 2026 (the “Payment Date”) for the following executives (the “Executives”) in the amount set forth opposite each Executive’s name pursuant to an Executive Retention Agreement (the “Executive Retention Agreement”) entered into with each Executive. Pursuant to the terms of each Executive Retention Agreement, such retention payments require continued employment from the Payment Date through August 31, 2027 (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, 2027,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 Executive Retention Agreement is filed as an exhibit to thisForm10-K.

Rule10b5*-1 Trading Plans*

None of our directors or “officers,” as defined in Rule16a-1(f) under the Securities Exchange Act of1934, adopted or terminated a Rule10b5-1 trading plan or arrangement or a non-Rule10b5-1 trading plan or arrangement, as defined in Item408(c) of Regulation S-K, during the fiscal year covered by this report.