Tilray Brands, Inc.

In the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our Financial Statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. In circumstances where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome of legal proceedings carry an inherent degree of uncertainty, our management believes that it has established appropriate legal reserves based on the information currently available and available insurance coverage. Any incremental liabilities arising from pending legal proceedings are not expected to have a material adverse effect on our consolidated financial position, consolidated results of operations, or consolidated cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to our consolidated financial position, consolidated results of operations, or consolidated cash flows.

“Part I, Item 3. Legal Proceedings” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 includes a discussion of our legal proceedings. There have been no material changes from the legal proceedings described in our Form 10-K, as disclosed and incorporated herein by reference to Note 18 (Commitments and contingencies) to the Financial Statements included in Part I, Item 1 of this Form 10-Q.