TerrAscend Corp.

Corporate Properties

Office · Santa Rosa, CA · Leased*

Production and Storage Properties

Cultivation, Processing · Ilera · Owned*

Waterfall, PA

Cultivation, Processing · TerrAscend NJ LLCBoonton, NJ · Owned*

Cultivation · State FlowerSan Francisco, CA · Leased*

Cultivation, Processing · HMS HealthHagerstown, MD · Owned*

Retail Properties

Dispensary · CookiesToronto, ON Canada · Leased*

Dispensary · The ApothecariumPlymouth Meeting, PA · Leased*

Dispensary · The ApothecariumLancaster, PA · Leased*

Dispensary · The ApothecariumThorndale, PA · Leased*

Dispensary · The ApothecariumAllentown, PA · Leased*

Dispensary · The ApothecariumBethlehem, PA · Leased*

Dispensary · The ApothecariumStroudsburg, PA · Leased*

Dispensary · The ApothecariumPhillipsburg, NJ · Owned*

Dispensary · The ApothecariumMaplewood, NJ · Leased*

Dispensary · The ApothecariumLodi, NJ · Leased*

Dispensary · Union ChillLambertville, NJ · Leased†

Dispensary · The ApothecariumCumberland, MD · Leased*

Dispensary · The ApothecariumSalisbury, MD · Leased*

Dispensary · The ApothecariumNottingham, MD · Leased*

Dispensary · The ApothecariumBurtonsville, MD · Leased*

Dispensary · The Apothecarium – CastroSan Francisco, CA · Leased*

Dispensary · The Apothecarium – MarinaSan Francisco, CA · Leased*

Dispensary · The Apothecarium – SomaSan Francisco, CA · Leased*

Dispensary · The ApothecariumBerkeley, CA · Leased*

Dispensary · Ratio CannabisNew Philadelphia, OH · Leased*

Miscellaneous Properties

Cultivation, Processing · Monitor FacilityMonitor, MI · Owned

* Property or lease on the property is subject to an encumbrance as described below.

† Property is leased by Union Chill Cannabis Company LLC (“Union Chill”), a New Jersey limited liability company in which subsequent to the year ended December 31, 2025, the Company exercised the option to hold a 35% ownership interest.

 Subleased and not utilized in the Company's operations

Properties Subject to an Encumbrance

The Company, pursuant to a senior secured term loan with an aggregate principal amount of $222.1 million, entered into on August 1, 2024, and amended pursuant to a joinder agreement dated September 30, 2024 and July 8, 2025 (the “FG Loan”), by and between the Company, as guarantors, and each of the Borrowers (as defined below) and Incremental Amendment Borrowers (as defined below), and FG Agency Lending LLC, as the Administrative Agent, has pledged substantially all of the assets of the Borrowers (as defined below) and Incremental Amendment Borrowers (as defined below) as collateral to secure its obligations.

See the section titled "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt Facilities" of this Annual Report for more information regarding the Company's indebtedness.

• Hempaid, LLC Maryland⁴
• Herbiculture, Inc. Maryland⁴
• Howard Street Partners, LLC California⁴
• IHC Management LLC Delaware⁴
• Ilera Dispensing 2 LLC Pennsylvania⁴
• Ilera Dispensing 3 LLC Pennsylvania⁴
• Ilera Dispensing LLC Pennsylvania⁴
• Ilera Healthcare LLC Pennsylvania⁴
• Ilera InvestCo I, LLC Pennsylvania⁴
• Ilera Security LLC Pennsylvania⁴
• KCR Holdings LLC Pennsylvania⁴
• KISA Enterprises MI Inc. Michigan⁴
• Mayde US LLC Michigan⁴
• Moose Curve Holdings, LLC Maryland⁴
• Ohio Dispensing 1, LLC Ohio⁴
• PA Store 299 LLC Delaware⁴
• Pure Releaf SP Drive, LLC Michigan⁴
• RHMT, LLC California⁴
• RKD Ventures, LLC Michigan⁴
• Spartan Partners Corporation Michigan⁴
• Spartan Partners Holdings, LLC Michigan⁴
• Spartan Partners Licensing LLC Michigan⁴
• Spartan Partners Properties LLC Michigan⁴
• Spartan Partners Services LLC Michigan⁴
• Stadium Ventures Inc. Michigan⁴
• TER Dispensing PA 1, LLC Pennsylvania⁴
• TER Holding MD, Inc. Maryland⁴
• TER NJ Dispensing 1, LLC New Jersey⁴
• TerrAscend America, Inc. Delaware⁴
• TerrAscend Canada Inc. Ontario⁴
• TerrAscend Growth Corp. Ontario⁴
• TerrAscend NJ LLC New Jersey⁴
• TerrAscend USA Services, LLC Delaware⁴
• TerrAscend USA, Inc. Delaware⁴
• Thrive Enterprises LLC Michigan⁴
• V Products, LLC California⁴
• WDB Holding CA, Inc. Delaware⁴
• WDB Holding GA Inc. Georgia⁴
• WDB Holding MD, Inc. Maryland⁴
• WDB Holding MI, Inc. Delaware⁴
• WDB Holding OH, Inc. Delaware⁴
• WDB Holding PA, Inc. Delaware⁴
• Well and Good 2, Inc. Delaware⁴
• Well and Good, Inc. Delaware⁴

• The Company may be subject to constraints on and differences in marketing its products under varying regulatory restrictions among the jurisdictions in which it operates.
• Because the Company’s contracts involve cannabis and cannabis-related activities, which are not legal under U.S. federal law, the Company may face difficulties in enforcing its contracts.
• Failure to comply with medical practice laws and regulations may result in impacts to the Company's operations, the imposition of monetary fines or the commencement of legal proceedings.
• The Company’s ability to use its U.S. net operating loss carryforwards to offset its future U.S. taxable income may be subject to limitations.
• The Company may be subject to heightened scrutiny by Canadian regulatory authorities, which could negatively affect its business.
• The Company’s investors, directors, officers, employees and contractors who are not U.S. citizens may be denied entry into the United States, which may negatively affect the Company’s business.
• Risks Related to the Company’s Business, Operations and Industry
• The Company’s outstanding indebtedness may adversely affect its business, results of operations and financial condition. The Company’s failure to comply with applicable covenants could trigger events that may materially adversely affect the Company’s business, results of operations and financial condition.
• The Company may require substantial additional financing to operate its business and it may face difficulties acquiring additional financing on terms acceptable to the Company, or at all.
• An adverse change in market conditions, including a sustained decline in the price of the Common Shares, negative changes to the Company’s position in the market, or lack of growth in demand for its products and services could be considered to be an impairment triggering event. Such changes could impact valuation assumptions relating to the recoverability of assets and have resulted in, and may in the future result in, impairment charges to the Company’s goodwill or long-lived asset balances, which would negatively impact the Company’s operating results and harm its business.
• Consolidation in the cannabis industry and other changes to the competitive environment can impact the Company's margins and profitability.
• The Company is dependent on suppliers and key inputs for the cultivation, extraction and production of cannabis products.
• The Companyʼs business is subject to the risks inherent in agricultural operations.
• The Companyʼs intellectual property may be difficult to protect, and failure to do so may negatively impact its business.
• Directors and officers of the Company have faced, and may in the future face, conflicts of interests regarding the Company's business strategy.
• The Company's profitability may be impacted by declining wholesale or retail cannabis prices in certain markets and shifting market conditions.
• The Company may face unfavorable publicity or consumer perception of the safety, efficacy and quality of its cannabis products.
• The Company faces reputational risks, which may negatively impact its business.
• The Company is dependent on consumer acceptance of and public demand for its products.
• The Company (and the third parties with whom it works) faces physical security risks, as well as risks related to its information technology systems, data, potential cyber or phishing attacks, and security incidents or other interruption.
• The Company may be subject to growth-related risks, which could negatively affect its business.
• The Company may be adversely impacted by rising or volatile energy costs.
• The Company’s internal controls over financial reporting may not be effective, and the Company’s independent auditors may not be able to certify as to their effectiveness, which could have a significant and adverse effect on the Company’s business.
• Demand for the Company’s products is difficult to forecast due to limited and unreliable market data.
• The Company’s inability to attract and retain key personnel, or its inability to maintain relations with its employees, unions and other employee representatives, could materially adversely affect its business.
• The Company and its investors may have difficulty enforcing their legal rights.
• The Company (and the third parties with whom it works) is subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, policies and other obligations related to data privacy and security. Its actual or
• perceived failure (or that of the third parties with whom it works) to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.
• The Company may not have access to U.S. bankruptcy protections available to non-cannabis businesses.
• The development of the Company’s products is complex and requires significant investment.
• The cannabis industry and market are relatively new, and this industry and market may not continue to exist or grow as expected.
• The Company may be affected by currency fluctuations.
• Risks Related to the Company’s Investment and Acquisition Business Strategies
• The success of the Companyʼs business depends, in part, on its ability to successfully integrate recently acquired businesses and to retain key employees of acquired businesses and the Company's failure to do so may negatively affect the Companyʼs business.
• There can be no assurance that the Company’s current and future strategic alliances will have a beneficial impact on the Company’s business, financial condition, and results of operations.
• Risks Related to the Common Shares
• The Company’s voting control is concentrated.
• Additional issuances of the Company’s securities may result in dilution.
• Due to liquidity risks, sales of substantial amounts of Common Shares may have an adverse effect on the market price of the Common Shares.
• An investor may face difficulty selling in the Common Shares.
• The price of the Common Shares may be volatile.
• “Cannabis related business” rules or policies may restrict certain financial institutions from holding the Company’s securities, which may make its securities less liquid.
• The Company’s management will continue to have broad discretion over the use of the proceeds the Company receives in its public offerings, private placements, warrant exercises and loans, as applicable, and may not apply the proceeds in ways that increase the value of shareholders' investment.
• The Company cannot guarantee that it will repurchase the maximum number of Common Shares pursuant to the Share Repurchase Program or that the Share Repurchase Program will enhance long-term shareholder value. Share repurchases could also increase the volatility of the trading price of the Common Shares and could diminish the Company's cash reserves.
• The Preferred Shares have a liquidation preference over the Common Shares, which could limit the Company’s ability to make distributions to the holders of Common Shares in certain circumstances.
• Investors could be disqualified from owning a direct or indirect interest in the Company.
• The Company does not intend to pay dividends on the Common Shares for the foreseeable future and, consequently, investors' ability to achieve a return on their investment will depend on appreciation in the price of the Common Shares.
• “Penny stock” rules may make buying or selling the Company’s securities difficult, which may make its securities less liquid and make it harder for investors to buy and sell such securities.
• General Risk Factors
• The Company may be subject to litigation, which could divert the attention of management and cause the Company to expend significant resources.
• The Company’s business could be adversely affected by economic downturns, fluctuating inflation, high interest rates, natural disasters, public health crises, political crises, geopolitical events, such as the war in Ukraine and the hostilities in the Middle East, policy changes, including tariffs, or other macroeconomic conditions, which have in the past and may in the future negatively impact the Company’s business and financial performance.
• The Company faces exposure to fraudulent or illegal activity by employees, contractors and consultants, which may subject the Company to investigations or other actions.
• The Company faces risks and hazards that may not be covered by insurance.
• The Company has incurred and will continue to incur substantial costs as a result of operating as a public company in Canada and the United States, and its management will continue to devote substantial time to public company compliance.
• The Company is currently an “emerging growth company” within the meaning of the Securities Act, and to the extent the Company has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make its securities less attractive to investors and may make it more difficult to compare the Company’s performance with other public companies.