TLRY · Tilray Brands, Inc.

Tilray Brands has established a flexible at-the-market (ATM) equity offering program allowing the company to sell up to $180 million of common stock opportunistically through three established sales agents. This structure provides capital market access without immediate dilution or commitment to sell shares, enabling Tilray to raise funds based on favorable market conditions during the Agency Period. Sales will occur via open market transactions on Nasdaq Global Select Market, with agents earning up to 3% commissions. The program leverages Tilray's existing S-3 shelf registration and includes standard protections like suspension/termination rights and geographic restrictions excluding Canada. This ATM facility enhances financial flexibility to support strategic initiatives including international medical cannabis expansion, beverage platform growth via recent BrewDog acquisition, and positioning for potential U.S. medical cannabis opportunities post-rescheduling, as highlighted in the accompanying press release.