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Fourth Quarter Financial Summary ($ in millions, excl. margin items)

Full Year Financial Summary (FY 2023 excludes results from AZ for all periods) ($ in millions, excl. margin items)

^{1 Adjusted EBITDA, Adjusted Gross Profit and Adjusted EBITDA Margin are non-GAAP measures, and accordingly are not standardized measures and may not be comparable to similar measures used by other companies. See Definition and Reconciliation of Non-GAAP Measures below. For a reconciliation of Operating Loss to Adjusted EBITDA as well as Gross Profit to Adjusted Gross Profit, see the reconciliation tables appended to this release.}

^{2 Includes $118.1M of non-cash impairment charges including $94 million related to Florida goodwill impairment charge in the fourth quarter of 2024, based on market conditions at the time.}

Fourth Quarter and Recent Highlights

• Retail/Brand Updates

  • Opened new dispensaries in Florida and Ohio, AYR’s 67^th in Florida and fourth in Ohio. AYR’s new Miami, FL store is the first within Miami city limits.

  • Launched Later Days Fruit-Flavored Vape Collection.

• Recent Leadership Changes

  • In January, George DeNardo, AYR’s prior Chief Operating Officer, assumed the role of President, responsible for the oversight of all Company-wide operations, including retail, wholesale, purchasing, marketing, cultivation, and manufacturing.

  • In February, Brad Asher, AYR’s Chief Financial Officer, provided notice of resignation to the Company in connection with the pursuit of another opportunity. Mr. Asher’s resignation will be effective at a mutually agreed upon date following the Company’s filing of 2024 annual financial statements.

  • The Company announced the resignation of Jared Cohen from its Board of Directors (the “Board”) and transition to board observer.

  • The Board continues to search for a permanent CEO and has retained True Search, a global recruiting firm, to lead the search.

Full Year 2024 Highlights

• Opened 11 dispensaries across AYR’s footprint, bringing the Company’s total dispensary count to 97 stores. This included expansion into Connecticut, AYR’s eighth market with retail exposure.

• Participated in adult-use launch in Ohio with four retail stores and cultivation and production assets.

• Received conditional license approval to open vertically integrated operations in Virginia.

• In November 2024, the New York Cannabis Control Board voted to approve the application for Amethyst Health, LLC (“Amethyst Health”) for registration as a “Registered Organization,” which would conditionally allow Amethyst Health to commence medical marijuana operations in the state. AYR is an operational partner and minority equity holder in Amethyst Health.

• Secured real estate financing for indoor cultivation in Florida, with plans to redevelop a 98,000 square foot building within the property to serve as a regulated cannabis cultivation facility. The financing was completed with Innovative Industrial Properties (IIP); IIP committed to funding AYR up to $30 million for the construction. Development of the facility is underway with plans for contributions in the second half of 2025.

• In February 2024, the Company completed the retirement or deferral of the maturity of all 2024 Senior Notes and certain other debt totaling nearly $400 million by two years to 2026.

• Raised approximately $40 million of gross proceeds in new capital through the issuance of $50 million of additional Senior Notes maturing in December 2026.

Capital Structure & Liquidity

The Company deployed $1.2 million of capital expenditures in Q4 and approximately $17.7 million for FY 2024, which was less than the Company’s guidance of $20 million for the full year and down from $28 million in FY 2023. For FY 2025, the Company expects capital expenditure to be approximately $10 million.

The Company ended the year with a cash balance of $35.5 million, down from $50.6 million at the end of Q3 and $50.8 million at the end of FY 2023. Subsequent to year-end, the Company received $4 million in proceeds from the sale of ERC tax credits. For FY 2024, AYR generated $9.6 million of cash flow from operations.

As of year-end 2024, the Company had approximately 116.8 million fully diluted shares outstanding based on a treasury method calculation (excluding 23 million out of the money warrants exercisable at $2.12 and expiring in February 2026) and 2.9 million restricted stock units.

Outlook

For the first quarter of 2025, the Company expects revenue to be down mid-single digits compared to Q4 2024, with a modest increase in Adjusted EBITDA Margin.

Conference Call

AYR management will host a conference call today, followed by a question-and-answer period.

Date: Thursday, March 6, 2025
Time: 8:30 a.m. ET
Toll-free dial-in number: (844) 763-8274
International dial-in number: (647) 484-8814
Webcast: LINK

Please dial into the conference call 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact the Company’s investor relations team at ir@ayrwellness.com.

The conference will be broadcast live and available for replay here.

A telephonic replay of the conference call will also be available for one month until end of day Sunday, April 6, 2025.

Toll-free replay number: (877) 344-7529
International replay number: (412) 317-0088
Replay ID: 9783370

Financial Statements

Certain financial information reported in this news release is extracted from AYR’s Consolidated Financial Statements and MD&A for the year ended December 31, 2024. AYR files its financial statements and MD&A on SEDAR+ and with the SEC. All financial information contained in this news release is qualified in its entirety by reference to such financial statements and MD&A.

Definition and Reconciliation of Non-GAAP Measures

The Company reports certain non-GAAP measures that are used to evaluate the performance of its businesses and the performance of their respective segments, as well as to manage their capital structures. As non-GAAP measures generally do not have a standardized meaning, they may not be comparable to similar measures presented by other issuers. Securities regulators require such measures to be clearly defined and reconciled with their most comparable GAAP measures.

Rather, these are provided as additional information to complement those GAAP measures by providing further understanding of the results of the operations of the Company from management’s perspective. Accordingly, these measures should not be considered in isolation, nor as a substitute for analysis of the Company’s financial information reported under GAAP. Non-GAAP measures used to analyze the performance of the Company’s businesses include “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted Gross Profit.”

The Company believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performances and may be useful to investors because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. These financial measures are intended to provide investors with supplemental measures of the Company’s operating performances and thus highlight trends in the Company’s core businesses that may not otherwise be apparent when solely relying on the GAAP measures.

Adjusted EBITDA
“Adjusted EBITDA” represents (loss) income from continuing operations, as reported under GAAP, before interest and tax, adjusted to exclude non-core costs, other non-cash items, including depreciation and amortization and further adjusted to remove non-cash stock-based compensation, impairment expense, the incremental costs to acquire cannabis inventory in a business combination (when applicable; none of which was incurred for any of the periods presented), acquisition and transaction related costs, and start-up costs.

Adjusted EBITDA Margin
“Adjusted EBITDA Margin” represents Adjusted EBITDA as a percentage of revenue.

Adjusted Gross Profit
“Adjusted Gross Profit” represents gross profit, as reported under GAAP, adjusted to exclude the incremental costs to acquire cannabis inventory in a business combination (when applicable; none of which was incurred for any of the periods presented), interest, depreciation and amortization, start-up costs and other non-core costs.

A reconciliation of how Ayr calculates Adjusted EBITDA and Adjusted Gross Profit is provided in the tables appended below. Additional reconciliations of Adjusted EBITDA, Adjusted Gross Profit and other disclosures concerning non-GAAP measures are provided in our MD&A for the three and twelve months ended December 31, 2024.

Forward-Looking Statements

Certain statements in this news release contain “forward-looking information” within the meaning of applicable securities laws (“forward-looking information”), including, but not limited to, those statements relating to the Company and its financial capacity, availability of capital, the ability of the Company to execute on its business plan and achieve cost efficiencies, and other statements that are not historical facts. These statements are based upon certain material factors, assumptions, and analyses that were applied in drawing a conclusion or making a forecast or projection, including experience of the Company, as applicable, and perception of historical trends, current conditions, and expected future developments, as well as other factors that are believed by management of the Company to be reasonable in the circumstances. Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Such forward-looking information may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies, and outlook of the Company. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “expect”, “target”, “continue”, “forecast”, “design”, “goal” or negative versions thereof and other similar expressions.

Financial outlook and future-oriented financial information, as with forward-looking information generally, are, without limitation, based on the assumptions and estimates and subject to various risks. The targets, forecasts and projections included herein, and the related assumptions, involve known and unknown risks and uncertainties that may cause actual results to differ materially. While management of AYR believes there is a reasonable basis for these targets, forecasts and projections, such targets, forecasts, or projections may not be achieved. The Company’s actual financial position and results of operations may differ materially from management’s current expectations and, as a result, among other things, the Company’s future revenue and Adjusted EBITDA Margin may differ materially from the financial outlooks and future-oriented information provided in this news release. Accordingly, investors are cautioned not to place undue reliance on the foregoing information.

Forward looking information is necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; market segment conditions; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; product capability and acceptance; international risk and currency exchange rates; and technology changes. An assessment of these risks that could cause actual results to materially differ from current expectations is contained in the “Risks Factors” section of the Company’s MD&A for the year ended December 31, 2024. The foregoing is not an exhaustive list. Additional risks and uncertainties not presently known to AYR or that management believes to be less significant may also adversely affect the Company. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements contained in this document (including statements containing future-oriented financial information) are reasonable, undue reliance should not be placed on these statements which represent the Company’s views as of the date hereof and as such information should not be relied upon as representing the Company’s views as of any date subsequent to the date of this news release. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether because of new information, future events or otherwise, unless so required by applicable securities laws. Accordingly, readers are cautioned not to place undue reliance on forward-looking information.

Additional Information

For more information about the Company’s Q4 and full year 2024 operations and outlook, please view AYR’s corporate presentation posted in the Investors section of the Company’s website at www.ayrwellness.com.

About AYR Wellness Inc.

AYR Wellness is a vertically integrated, U.S. multi-state cannabis business. The Company operates simultaneously as a retailer with 90+ licensed dispensaries and a house of cannabis CPG brands.

AYR is committed to delivering high-quality cannabis products to its patients and customers while acting as a Force for Good for its team members and the communities that the Company serves. For more information, please visit www.ayrwellness.com.

Company/Media Contact:

Robert Vanisko
VP, Public Engagement
T: (786) 885-0397
Email: comms@ayrwellness.com

Investor Relations Contact:

Sean Mansouri, CFA 
Elevate IR
T: (786) 885-0397
Email: ir@ayrwellness.com