Note 26. Subsequent Events

In September 2026, the Company completed three private debt-for-equity Exchange Transactions with unrelated parties. Pursuant to the Exchange Transactions, the Company issued an aggregate of 2,841,650 shares of Common Stock in exchange for $12,000 aggregate principal amount of the TLRY 27 Notes due June 15, 2027. As a result, $52,000 of principal remains outstanding on the Company’s TLRY 27 Notes as of the date of this filing on October 8, 2026.

In September 2026, the Company completed the sale of its 90% ownership interest in Colcanna S.A.S. en Liquidación. The Company received nominal cash consideration and the purchaser assumed all liabilities of the subsidiary. 

On October 7, 2026, ABC Group entered into a Seventh Amendment to Credit Agreement (the “Seventh Amendment”) with Bank of America, N.A., in its capacity as Administrative Agent, and certain other guarantors and lenders which are a party thereto. Specifically, the Seventh Amendment amends the Credit Agreement dated June 30, 2023, and among other things, provides that the financial covenants will not be tested for the fiscal quarter ended August 31, 2026 and revises certain financial covenants for subsequent periods. The Seventh Amendment also limits borrowing availability under the revolving facility in future periods until the covenant tests are once again tested.