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TERRASCEND 2026 Second Quarter Financial Results August 6 , 2026 Terrascend.com TSX : TSND | OTCQX : TSNDF
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p. 2 Executive Leadership Speakers Jason WildExecutive Chairman Ziad GhanemPresident &Chief Executive Officer Eric JacksonChief Financial Officer
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p. 3 DisclaimerForward-Looking Information and StatementsThis presentation contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements and forward-looking information are intended to be covered by the safe harbor provisions for forward-looking statements contained in those sections and the Private Securities Litigation Reform Act of 1995. Forward-looking information contained in this presentation may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions. Forward-looking information and forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits. Examples of forward-looking information and forward-looking statements contained in this presentation include the Company’s expected business outlook, financial profile, and operational efficiencies, including the Company's outlook for the third quarter of 2026 and expectations regarding year-over-year revenue growth and gross margin performance; its market opportunities, growth prospects in new and existing markets, including the Company’s long-term objective to expand to the current maximum of ten dispensaries in New Jersey, and M&A strategy; the Company’s ability to execute on such M&A strategy, including the outcomes thereof; the expected benefits of the Company’s recent acquisitions, including Ratio Cannabis LLC (“Ratio Cannabis”) and Union Chill LLC (“Union Chill”); the occurrence, timing and expected outcomes resulting from the potential closing of the Aunt Mary's dispensary transaction, including the timing and completion of the exercise of the option to acquire ownership in Aunt Mary's and the expected financial contribution of the potential acquisition, including anticipated EBITDA and free cash flow accretion; the Company’s ability to execute on its exit plans in Michigan; the Company’s expectation of future availability of funds and expected use of the remainder of funds under the uncommitted term loan; the Company’s repurchases of outstanding shares under its share repurchase program and capital allocation priorities; the proposed share consolidation and the Special Meeting of Shareholders; the Company's plans regarding a potential uplisting to a major U.S. stock exchange; the Company's expectations regarding regulatory reforms, and the benefits thereof, including the anticipated benefits of the rescheduling of state-licensed medical cannabis to Schedule III, the reintroduction of the SAFE Banking Act, and the Company's expectations regarding enforcement against unregulated intoxicating hemp products; the Company’s expectations regarding potential benefits of facility expansions including the Company’s ability to fully utilize its cultivation and manufacturing facility in Pennsylvania without additional capital investment and the expansion of capacity at the Company's Boonton, New Jersey cultivation facility; and the likelihood of approval of adult-use cannabis in Pennsylvania and related opportunities, including the Company's ability to meet increased demand under eventual adult use.Although the Company believes that the expectations and assumptions on which such forward-looking information and forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking information and forward-looking statements because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information and forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information and forward-looking statements. Such risks and uncertainties include, but are not limited to, current and future market conditions; the Company’s ability to execute on its business strategy, drive efficiency, and achieve profitability and growth targets; the Company’s ability to continue generating positive cash flow from operations; the impact and scope of the rescheduling of cannabis, including the distinction between medical and adult-use cannabis and the ongoing nature of the broader rescheduling process; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026. The statements included in this presentation are made as of the date of this presentation. TerrAscend disclaims any intent or obligation to update any forward-looking information or forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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p. 4 DisclaimerDefinition and Reconciliation of Non-GAAP MeasuresIn addition to reporting the financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company reports certain non-GAAP financial measures, including EBITDA from continuing operations, Adjusted EBITDA from continuing operations, Adjusted EBITDA margin from continuing operations, Free Cash Flow, and Free Cash Flow Yield. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company’s ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates: (i) Free cash flow from net cash provided by operating activities from continuing operations less capital expenditures for property and equipment, which management believes is an important measurement of the Company's ability to generate additional cash from its business operations, (ii) Free Cash Flow Yield by taking Free cash flow on a trailing twelve-month basis and dividing by the market value of the Company’s outstanding and exchangeable shares, which management believes provides investors with important information regarding cash generation relative to the Company’s market valuation, and (iii) EBITDA from continuing operations and Adjusted EBITDA from continuing operations as net loss, adjusted in each case to exclude provision for income taxes, finance expenses, and amortization and depreciation, and further adjusted for Adjusted EBITDA from continuing operations to exclude share-based compensation, loss (gain) on fair value of derivative liabilities, (gain) loss on lease termination, gain from revaluation of contingent consideration, unrealized and realized loss (gain) on investments, unrealized and realized foreign exchange loss (gain), and certain other one-time items, which management believes is not reflective of the ongoing operations and performance of the Company. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure set forth below.The Company believes Adjusted EBITDA from continuing operations is a useful performance measure to assess the performance of the Company as it provides more meaningful ongoing operating results by excluding the effects of expenses that are not reflective of the Company’s underlying business performance and other one-time or non-recurring expenses.Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are contained in the Appendix to this presentation. The Company has not provided a reconciliation of its forward-looking Adjusted EBITDA Margin from continuing operations with the most directly comparable GAAP measure in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable to calculate the most directly comparable GAAP measure, without unreasonable efforts due to the variability and low visibility with respect to certain costs such as stock-based compensation, certain fair value measurements, tax items, and others that may arise during the period that are not ascertainable.Third Party InformationCertain information contained in this presentation and statements made orally during the related earnings webcast relate to or are based on studies, publications, surveys and other data obtained from third-party sources and the Company’s own internal estimates and research. While the Company believes these third-party studies, publications, surveys and other data to be reliable as of the date of this presentation, the Company has not independently verified, and makes no representations as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. In addition, no independent source has evaluated the reasonableness or accuracy of the Company’s internal estimates or research and no reliance should be made on any information or statements made in this presentation relating to or based on such internal estimates and research.
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terrascend.com OverviewJason Wild, Executive Chairman
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p. 6 Q2 2026 Financial Highlights * Adjusted EBITDA from continuing operations, Adjusted EBITDA Margin from continuing operations, and Free Cash Flow are non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” and reconciled to the most directly comparable GAAP measure in the Appendix at the end of this presentation. $5.7 M Positive Free Cash Flow* Representing 12th Consecutive Positive Quarter $7.4 M Positive Net Cash Provided from Continuing Operations Representing 16th Consecutive Positive Quarter $67.1 MNet Revenue from continuing operations$17.7 MAdjusted EBITDA from continuing operations* 26.3% Adjusted EBITDA Margin from continuing operations* 54.0% Gross Profit Margin +290 Basis Points YoY +120 Basis Points QoQ
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p. 7 Strengthened Balance Sheet •Completed oversubscribed convertible debenture financing.•Raised approximately $21.8 million in aggregate gross proceeds.•Approximately $11.1 million used to retire existing higher-interest convertible debentures, which reduced blended interest cost and extended the maturity of convertible debentures to 2031. •Strength of operating and free cash flow generation allowed the Company to repay an additional $10 million of its Term Loan during the quarter. •Continued free cash flow generation, together with the Company’s ability to access additional capital through its Term Loan facility, provides the flexibility to act on attractive opportunities.
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p. 8 •Rescheduling state-licensed medical cannabis to Schedule III represents a monumental inflection point. Immediate impact:•Elimination of 280E tax burden on medical cannabis.•Expected to materially improve profitability and cash flow•Expected to further strengthen balance sheet and •Expected to lower the cost of capital over time•The DEA held its formal hearing on the broader rescheduling of cannabis, during which the federal government presented affirmative, science-based testimony that cannabis has an accepted medical use in the United States, with the DEA itself serving as the proponent in support of rescheduling.•SAFE Banking Act was reintroduced in both chambers of Congress with bipartisan support. •Enforcement against unregulated intoxicating hemp products continues to build ahead of the federal definition change taking effect later this year.•We believe the full rescheduling of cannabis, if completed will position TerrAscend to uplist to a major U.S. exchange (Nasdaq or NYSE). Regulatory Reform Developments at Federal and State Levels
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terrascend.com State-by-State OverviewZiad Ghanem, President & Chief Executive Officer
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p. 10 •Revenue +1.7% sequentially, led by continued strength in retail business, wholesale revenue remained essentially flat QoQ.•Gross margins of 58.4%, reflecting the benefits of vertically integrated operating model.•All 3 Apothecarium locations ranked among top 25 in the State with 2 increasing their rankings quarter-over-quarter*.•Maintained leading position in New Jersey with 7.2% market share*. •Kind Tree, Legend and Valhalla brands all delivered another strong quarter. •Remain disciplined on growth, including expanding capacity at Boonton cultivation facility and evaluating additional retail expansion opportunities. New Jersey Lodi(Dispensary) LeadingMarket Share 2Q ’26 Highlights * LIT Alerts is an independent market measurement source. Union Chill(Dispensary) Phillipsburg(Dispensary) Aunt Mary’s(Dispensary - Pending)
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p. 11 Pursuit of Accretive M&A•Signed an agreement to acquire ownership in Aunt Mary’s Dispensary in New Jersey, which will become the Company’s fifth dispensary in the state. •In the current environment, the Company is evaluating attractive assets, including distressed assets, particularly in core markets. •Focused on disciplined, accretive acquisitions and have been selective in passing on opportunities that did not meet investment criteria.
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p. 12 Maryland Hagerstown(Cultivation / Processing) Burtonsville (Dispensary)Cumberland(Dispensary)Salisbury(Dispensary) Nottingham(Dispensary) 2Q ’26 Highlights•Revenue and gross margin improved sequentially.•Gross margins exceeded 60%. •2 of 4 Apothecarium stores rank in the top 10 statewide*.•Kind Tree, Legend, Valhalla and Tyson 2.0 contributing to growth in the quarter**.•Vertically integrated platform, established brands and operational discipline position the Company well to maintain this growth, high margin and profitably. * LIT Alerts is an independent market measurement source.** BDSA.
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p. 13 Pennsylvania Processing) •Revenue increased 3.8% sequentially, driven by growth across both our retail and wholesale businesses. •Marked third consecutive quarter of sequential revenue growth and made Pennsylvania the Company’s fastest-growing core market during the quarter.•5 of 6 Apothecarium stores ranked in the top 15 of all dispensaries in the state*.•Kind Tree and Legend maintained leading positions in flower, vapes and extracts**.•Fully built out large scale cultivation and manufacturing facility with no meaningful incremental capital required to support future growth. 2Q ’26 Highlights * LIT Alerts is an independent market measurement source.** BDSA.
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p. 14 Ohio 2Q ’26 Highlights•Ratio Cannabis is fully integrated in existing operations and performing well.•Goal in Ohio is to assemble a leading retail footprint by acquiring high-quality stores at the right price, as we did in Maryland. New Philadelphia(Dispensary)
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terrascend.com Financial Overview*Eric Jackson, Chief Financial Officer * The following financial measures reflect results from continuing operations, unless otherwise noted. In connection with the Company’s previously announced plan to sell all Michigan assets, those assets were classified as discontinued operations beginning with the quarter ended June 30, 2025, and all prior-period amounts have been recast accordingly.
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p. 16 Second Quarter 2026 Net Revenue $46.4$46.9 $19.1$20.2 $65.5$67.1 Q1 2026Q2 2026 Net Revenuefrom continuing operations (in millions, US$)WholesaleRetail •Revenue: $67.1 million compared to $65.5 million in Q1 2026.•Retail and wholesale revenue both increased sequentially, reflecting broad-based demand across core Northeast markets.
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p. 17 Second Quarter 2026 Gross Profit Margin 52.8% 54.0% Q1 2026Q2 2026 Gross Profit Margin •Gross Profit Margin: Increased to 54.0% versus 52.8% in Q1 2026.•Quarter-over-quarter, gross profit improved by 120 basis-points.+120 bps QoQ
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p. 18 $21.5$22.9 Q1 2026Q2 2026 General & Administrative Expenses* IFSecond Quarter 2026 General & Administrative (G&A) Expenses 34.0% of Revenue General & Administrative Expenses(in millions, US$) 32.8% of Revenue •G&A expenses for Q2 2026, $22.9 million, compared to $21.5 million in Q1 2026.•G&A as a % of net revenue for Q2 2026, 34.0%, compared to 32.8% for Q1 2026.
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p. 19 -$6.8-$10.1 Q1 2026Q2 2026 GAAP Net Lossfrom continuing operations (in millions, US$) Second Quarter 2026 Net Loss and Adjusted EBITDA* GAAP Net Loss from continuing operations :•$10.1 million net loss, compared to $6.8 million net loss in Q1 2026. $17.4$17.7 Q1 2026Q2 2026 Adj EBITDA*from continuing operations (in millions, US$) Adjusted EBITDA from continuing operations*: •$17.7 million, or 26.3% of revenue, compared to $17.4 million, or 26.5% of revenue in Q1 2026. 26.3% of Revenue26.5% of Revenue * Adjusted EBITDA from continuing operations and Adjusted EBITDA margin from continuing operations are non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” and reconciled to the most directly comparable GAAP measure in the Appendix at the end of this presentation.
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p. 20 Balance Sheet & Cash Flow•Cash and cash equivalents:•$42.0 million (6/30/26).•Net cash provided by continuing operations: •$7.4 million for Q2 2026.•Operating Cash Flow Yield of 12.5%**.•16th consecutive quarter of positive cash flow from continuing operations.•Capex: •$1.6 million for Q2 2026, primarily related to ongoing cultivation and facility optimization projects. •Free Cash Flow*:•$5.7 million for Q2 2026.•Free Cash Flow Yield of 9.9%**.•12th consecutive quarter of positive free cash flow. * Free Cash Flow is a non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” and reconciled to the most directly comparable GAAP measure in the Appendix at the end of this presentation.** Operating Cash Flow Yield of 12.5% and Free Cash Flow Yield of 9.9% is calculated by taking Net Cash Provided from Continuing Operations and Free Cash Flow on a trailing twelve month basis and dividing by the market value of the Company’s outstanding and exchangeable shares as of June 30, 2026. $0.0$1.0$2.0$3.0$4.0$5.0$6.0$7.0$8.0$9.0$10.0 Q2 2025Q3 2025Q4 2025Q1 2026Q2 2026 Net Cash Provided by Continuing OperationsFree Cash Flow Net Cash Provided by Continuing Operations & Free Cash Flow*
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p. 21 Third Quarter 2026 Expectations•Similar to Q2, we expect Q3 year-over-year revenue growth of 2% to 3%. •We also expect consistent strong gross margin performance.
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terrascend.com Thank You
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p. 23 Appendix – Reconciliationof Non-GAAP MeasuresThe table below reconciles net loss from continuing operations to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the quarters ended June 30, 2026, March 31, 206 and June 30, 2025. For the Three Months EndedJune 30, 2026March 31, 2026June 30, 2025Net (loss) income (8,055) (8,004)(48,107)(Loss) income from discontinued operations2,004(1,175)41,701Loss from continued operations(10,059) (6,829) (6,406)Add (deduct) the impact of:Provision for income taxes11,58710,2509,598Finance expenses 9,3479,7538,962Amortization and depreciation3,8814,1403,784EBITDA from continuing operations14,75617,31415,938Add (deduct) the impact of:Share-based compensation 829885779Loss (gain) on fair value of derivative liabilities1,171(1,403) (279)Unrealized and realized foreign exchange loss (gain)333178(648)Unrealized and realized loss (gain) on investments271— (7)(Gain) loss on lease termination(1) 36—Gain from revaluation of contingent consideration— —(34)Other one-time items 302354267Adjusted EBITDA from continuing operations$17,661$17,364$16,016Adjusted EBITDA Margin from continuing operations26.3%26.5%24.6%
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p. 24 Appendix– Reconciliationof Non-GAAP MeasuresThe table below reconciles Net cash provided by operating activities - continuing operations to Free Cash Flow for the quarters ended June 30, 2026, March 31, 2026 and June 30, 2025. For the Three Months EndedJune 30, 2026March 31, 2026June 30, 2025Net cash provided by operating activities - continuing operations$7,385$8,652$7,300Capital expenditures for property and equipment(1,639) (865) (2,292)Free Cash Flow $5,746$7,787$5,008
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p. 25 Appendix– Reconciliationof Non-GAAP MeasuresThe table below reconciles Net cash provided by operating activities to Free Cash Flow Yield for trailing twelve months ended June 30, 2026. Trailing Twelve Months Ended June 30, 2026Net cash provided by operating activities$ 31,484Capital expenditures for property and equipment(6,468)Free Cash Flow $ 25,016Market capitalization as of June 30, 2026$ 252,669Operating Cash Flow Yield 12.5%Free Cash Flow Yield 9.9%