Private Placement (Form 8-K)

Between April 1, 2026 and April 8, 2026, Tilray Brands, Inc. (the "Company") entered into certain private debt-for-equity exchange transactions (the "Exchange Transactions") with unrelated parties. Pursuant to the Exchange Transactions, the Company issued an aggregate of 1,879,696 million shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), in exchange for $12 million aggregate principal amount of the Company's 5.20% Convertible Senior Notes due June 15, 2027.

The shares of Common Stock issued in the Exchange Transactions were issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided by Section 3(a)(9) of the Securities Act as securities exchanged by the Company with an existing security holder where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.