TerrAscend — Board/Management Information 2026

Apr 16, 2026

Form 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Reporting Issuer

TerrAscend Corp. (“TerrAscend” or the “Company”)
77 City Centre Drive, Suite 501, East Tower
Mississauga, Ontario
L5B 1M5

1. Date of Material Change

April 10, 2026

1. News Release

A news release announcing the material change described below was disseminated on April 16, 2026 through the services of GlobeNewswire and was subsequently filed on the System for Electronic Document Analysis and Retrieval + at www.sedarplus.ca.

1. Summary of Material Change

On April 10, 2026, the board of directors of the Company (the “Board”) appointed Eric Jackson to serve as Chief Financial Officer (“CFO”) of the Company (the “Appointment”), effective April 27, 2026 (the “Start Date”).

1. Full Description of Material Change

On April 10, 2026, the Board appointed Eric Jackson to serve as CFO of the Company, effective on the Start Date.

Employment Agreement with Eric Jackson

In connection with the Appointment, Mr. Jackson entered into an employment agreement (the “Employment Agreement”), effective on the Start Date. Pursuant to the Employment Agreement, Mr. Jackson is entitled to receive an annual base salary of $450,000 and is eligible, among other things: (i) to receive an annual performance bonus targeted at 60% of his base salary, for which TerrAscend will guarantee payment for the 2026 calendar year, pro rata calculated based on time worked, and which will be discretionary based on the terms and conditions of TerrAscend’s bonus program as in effect from time to time thereafter, (ii) to participate in TerrAscend’s employee benefit programs and plans and (iii) to receive, on an annual basis, restricted stock units (“RSUs”) with a value of up to 75% of his base salary pursuant to the Company’s share unit plan (the “Share Unit Plan”) and as determined by the Board from time to time.

Additionally, in connection with the Appointment, Mr. Jackson will be granted stock options (the “Options”) to purchase 300,000 common shares of the Company (the “Option Award”) pursuant to the Company’s stock option plan (the “Stock Option Plan”), subject to requisite approvals. The Option Award will vest in four equal annual installments starting on the first anniversary of the grant date, subject to Mr. Jackson’s continued employment on each applicable vesting date. The Option Award will have a ten-year term.

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If Mr. Jackson’s employment is terminated without cause or he resigns for good reason (each as defined in the Employment Agreement), he will be entitled to receive (i) his annual base salary accrued and unpaid through the date of termination, together with all accrued and unpaid paid time off and expenses reimbursable pursuant to the Employment Agreement (“Earned Pay”), (ii) severance pay equal to his salary over 12 months, payable in regular installments in accordance with TerrAscend’s standard payroll practices (“Severance Pay”); (iii) a lump-sum payment equal to TerrAscend’s share of Mr. Jackson’s medical coverage under TerrAscend’s group health plan for 12 months (the “COBRA Cash Stipend”), (iv) the accelerated vesting of unvested Options and RSUs (granted subject to the provisions of the Stock Option Plan and Share Unit Plan, respectively) on a pro-rata basis; (v) the full amount of his target bonus (cash or equivalent) for the prior calendar year if it has not yet been paid, and (vi) the full amount of his target bonus (cash or equivalent) for the then current calendar year.

If Mr. Jackson is determined to have a disability (as defined in the Employment Agreement), he will be entitled to continue to receive his salary and continue to participate in TerrAscend’s employee benefit programs and plans for six months. If, following such six-month period, TerrAscend terminates Mr. Jackson’s employment due to a disability, he will be entitled to receive (i) his Earned Pay, (ii) the COBRA Cash Stipend, (iii) his pro rata bonus, and (iv) his vested RSUs and Options which shall be paid in accordance with the Share Unit Plan and Stock Option Plan. In the event of Mr. Jackson’s death while employed by TerrAscend, the personal representative of his estate shall be entitled to receive (i) the Earned Pay, (ii) a pro-rated bonus, and (iii) his vested RSUs and Options, which shall be paid in accordance with the Share Unit Plan and Stock Option Plan.

If Mr. Jackson’s employment is terminated for cause (as defined in the Employment Agreement), he will be entitled to receive his Earned Pay.

If Mr. Jackson’s employment is terminated without cause or he resigns for good reason within 24 months following a change of control of TerrAscend, Mr. Jackson will be entitled to a cash payment of two times his Severance Pay, two times his COBRA Cash Stipend, the full amount of his target bonus for the prior calendar year if not yet paid, the full amount of his target bonus for the current calendar year, and his Earned Pay. In addition, in the event of a change of control, 100% of Mr. Jackson’s unvested Options and RSUs will accelerate and vest immediately.

Payment of the foregoing severance benefits is generally subject to Mr. Jackson’s execution and non-revocation of a waiver and general release of claims.

Under the Employment Agreement, Mr. Jackson is subject to certain restrictive covenant obligations, including non-solicitation and non-competition obligations for 12 months following termination of employment.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

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1. Executive Officer

Ziad Ghanem
President & Chief Executive Officer
Phone: 689-345-4114

1. Date of Report

April 16, 2026