Tilray exchanges $12M of 5.20% convertible notes for 2.64M common shares

Tilray Brands, Inc.

Issued 2,638,341 common shares in exchange for $12M aggregate principal of 5.20% Convertible Senior Notes due June 15, 2027.
Transactions occurred between June 15-24, 2026 with unrelated parties in private debt-for-equity exchanges.
Shares issued under Section 3(a)(9) exemption; no commission or remuneration paid for soliciting the exchange.
Reduces outstanding debt by $12M but increases diluted share count by approximately 2.64M shares.

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