Trulieve (TCNNF) reshapes debt, expands footprint amid U.S. cannabis risks
Filing Impact
Filing Sentiment
Form Type
10-K
Rhea-AI Filing Summary
Trulieve Cannabis Corp. files its annual report outlining a large, vertically integrated U.S. cannabis platform operating 233 dispensaries and 15 cultivation/processing facilities across nine states, anchored in Florida, Pennsylvania, and Arizona. The company emphasizes branded retail, vertical integration, and heavy investment in technology, quality, and customer programs.
Recent developments include conditional approval for a medical cannabis dispensing license in Texas and significant balance sheet activity. Trulieve fully redeemed $368.0 million of 8.0% Senior Secured Notes due 2026 and repaid a $15.8 million mortgage, funded in part by new 10.5% Senior Secured Notes due 2030 totaling $200.0 million. The report devotes extensive discussion to U.S. federal illegality, potential rescheduling of cannabis to Schedule III, banking constraints, taxation, and detailed state-by-state regulation, highlighting ongoing legal, competitive, and operational risks.
Positive
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Insights
Trulieve refinances debt and expands, but core legal risks remain.
Trulieve describes a large multi‑state footprint with 233 dispensaries and 15 cultivation/processing sites, supported by branded retail and vertical integration. The report shows heavy reliance on U.S. cannabis, where federal law still classifies marijuana as a Schedule I substance.
Capital structure is reshaped by redeeming
Regulatory sections highlight possible federal rescheduling to Schedule III and evolving state frameworks, plus ongoing banking and tax frictions, including limited traditional financing. A conditional Texas license offers new growth potential, but execution and licensing completion will hinge on future regulatory approvals and continued compliance.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
FORM 10-K
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(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to _________
Commission File Number 000-56248
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: Subordinate Voting Shares , no par value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the Subordinate Voting Shares, Multiple Voting Shares, and Super Voting Shares (on an as converted basis, based on the closing price of these shares on the Canadian Securities Exchange) on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, held by non-affiliates was $0.60 billion.
As of February 19, 2026, there were 169,080,759 Subordinate Voting Shares, 23,226,386 Multiple Voting Shares (on an as converted basis) and zero Super Voting Shares (on an as converted basis) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”). The 2026 Proxy Statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after December 31, 2025, the end of the registrant’s fiscal year.
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Table of Contents
| Page | ||||||||
PART I | ||||||||
Item 1. | Business | 3 | ||||||
Item 1A. | Risk Factors | 16 | ||||||
Item 1B. | Unresolved Staff Comments | 29 | ||||||
Item 1C. | Cybersecurity | 29 | ||||||
Item 2. | Properties | 30 | ||||||
Item 3. | Legal Proceedings | 30 | ||||||
Item 4. | Mine Safety Disclosures | 31 | ||||||
PART II | ||||||||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 32 | ||||||
Item 6. | [Reserved] | 34 | ||||||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 | ||||||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 45 | ||||||
Item 8. | Financial Statements and Supplementary Data | 47 | ||||||
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 94 | ||||||
Item 9A. | Controls and Procedures | 94 | ||||||
Item 9B. | Other Information | 94 | ||||||
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 95 | ||||||
PART III | ||||||||
Item 10. | Directors, Executive Officers and Corporate Governance | 96 | ||||||
Item 11. | Executive Compensation | 96 | ||||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 96 | ||||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 96 | ||||||
Item 14. | Principal Accounting Fees and Services | 96 | ||||||
PART IV | ||||||||
Item 15. | Exhibits and Financial Statement Schedules | 97 | ||||||
Item 16 | Form 10-K Summary | 101 | ||||||
Index to Consolidated Financial Statements | 47 | |||||||
Consolidated Financial Statements and Notes | 56 | |||||||
Report of Independent Registered Public Accounting Firm | 48 | |||||||
Exhibits | 97 | |||||||
Signatures | 102 | |||||||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Any statements contained in this Annual Report on Form 10-K that are not statements of historical facts may be deemed to be forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations and future growth prospects. The forward-looking statements contained herein are based on certain key expectations and assumptions, including, but not limited to, with respect to expectations and assumptions concerning receipt and/or maintenance of required licenses and third party consents and the success of our operations, are based on estimates prepared by us using data from publicly available governmental sources, as well as from market research and industry analysis, and on assumptions based on data and knowledge of this industry that we believe to be reasonable. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Annual Report on Form 10-K may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and discussed elsewhere in this Annual Report on Form 10-K. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Annual Report on Form 10-K.
Use of Names
In this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” “Corporation” or “Trulieve” refer to Trulieve Cannabis Corp. together with its owned subsidiaries and indirectly owned subsidiaries in which we consolidate.
Currency
Unless otherwise indicated, all references to “$” or “US$” in this document refer to United States dollars, and all references to “C$” refer to Canadian dollars.
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PART I
Item 1. Business.
Overview
Trulieve Cannabis Corp. is a reporting issuer in the United States and Canada. The Company’s Subordinate Voting Shares (as hereinafter defined) are listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol “TRUL” and are also traded in the United States on the OTCQX Best Market (“OTCQX”) under the symbol “TCNNF”.
The Company qualifies as a well‑known seasoned issuer ("WKSI") under National Instrument 44‑102 ("NI 44-102") and is eligible to file a WKSI base shelf prospectus in Canada. The Company is a well‑known seasoned issuer, an eligible issuer, and is not an investment fund, as defined under NI 44‑102.
Trulieve is a vertically integrated cannabis company and multi-state operator with operations in nine states. Headquartered in Tallahassee, Florida, we are the largest cannabis retailer in the United States with market leading retail operations in Arizona, Florida, Georgia, Pennsylvania, and West Virginia. We are committed to delivering exceptional customer experiences through elevated service and high-quality branded products. We aim to be the brand of choice for medical and adult-use customers in all of the markets that we serve. The Company operates in highly regulated markets that require expertise in cultivation, manufacturing, and retail. We have developed proficiencies in each of these functional areas and are passionate about expanding access to regulated cannabis products through advocacy, education and expansion of our distribution network.
All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio, have already launched programs legalizing the sale of adult-use cannabis products. Trulieve operates its business through its owned subsidiaries which hold licenses in the states in which they operate.
As of December 31, 2025, we operated the following:
| State | Number of Dispensaries | Number of Cultivation and Processing Facilities | ||||||||||||
| Florida | 162 | 5 | ||||||||||||
| Arizona | 22 | 3 | ||||||||||||
| Pennsylvania | 21 | 3 | ||||||||||||
| West Virginia | 10 | 1 | ||||||||||||
| Ohio | 8 | — | ||||||||||||
| Georgia | 6 | 1 | ||||||||||||
| Maryland | 3 | 1 | ||||||||||||
| Connecticut | 1 | — | ||||||||||||
| Colorado | — | 1 | ||||||||||||
| Total | 233 | 15 | ||||||||||||
Regional Hub Structure
Trulieve’s production, retail, and distribution areas are organized into regional hubs whereby teams and assets are aggregated in order to effectively pair national structure and support with localized operations tailored to each market. Trulieve has established cannabis operations in three hubs: Southeast, Northeast, and Southwest. Each of our three regional hubs are anchored by market leading positions in cornerstone states of Florida, Pennsylvania, and Arizona.
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In Florida and Georgia, Trulieve cultivates, processes, and manufactures all cannabis products sold in our dispensaries. In other markets including Arizona, Maryland, Pennsylvania, and West Virginia, we have achieved varying percentages of vertical integration with cultivation and processing operations to support our retail and wholesale businesses. Our investments in vertically integrated operations in several of our markets afford us ownership of the entire supply chain, which mitigates third-party risks and allows us to completely control product quality and brand experience. Trulieve employs an in-house quality team as well as testing laboratories in select markets, both of which allow us to more tightly control product quality.
Cultivation and Manufacturing of Cannabis Products
Trulieve produces high quality cannabis flower and uses a variety of processes to transform biomass into products sold through our retail and wholesale distribution network. With a focus on replicable, scalable operations, we have developed design standards, standard operating procedures, and training protocols that are employed across cultivation sites to achieve a high level of consistency and quality. The modular nature of our standard designs enables quick and incremental additions to capacity where appropriate. In Florida, where demand is high enough to support larger scale production, our state-of-the-art 750,000 square foot automated indoor cultivation facility affords us greater flexibility on pricing, promotional cadence, and assortment by enabling production of high potency and high-quality products at lower costs.
We utilize various extraction techniques including supercritical ethanol extraction, carbon dioxide extraction, hydrocarbon extraction, and mechanical separation. We have invested in light hydrocarbon extraction, which typically offers higher yields than other extraction methods and allows for concentrates that preserve the natural ratios of cannabinoids, terpenes, and other target compounds to better replicate the flower experience. Ethanol extraction and carbon dioxide extraction techniques offer different benefits than hydrocarbon extraction and are each used for specific purposes, such as production of oil for use in manufactured goods and targeted extraction of specific compounds. In addition, we employ distillation, purification, and manufacturing technologies to further refine extracts and transform them into a wide variety of finished products.
Distribution of Branded Product through Branded Retail
Distribution of branded products through our branded retail locations is a core driver of our long-term strategy. We have developed and acquired a curated portfolio of our own branded retail products that we cultivate, manufacture and distribute in over 200 Trulieve retail locations. By providing customers with consistent high-quality products and outstanding experiences, we aim to garner a large and loyal customer base across our distribution network.
Trulieve brands include premium tier brands Avenue, Cultivar Collection, and Muse; Modern Flower, Momenta, and Sweet Talk, and value tier brands Co2lors, and Roll One. Established relationships with brand partners allow for the sale of partner-branded products in select markets and retail locations, providing our customers with access to a greater variety and specialty brands. Brand partnerships include arrangements with Alien Labs, Bellamy Brothers, Binske, Black Buddha, Black Tuna, Blue River, Connected, DeLisioso, Khalifa Kush, Love’s Oven, Miami Mango, Moxie, Redemption Cannabis, Seed Junky and Sunshine Cannabis.
Customer Experience
Since inception, Trulieve has prioritized creating exceptional customer experiences, developing the business to center around the Trulieve philosophy of “Customers First”. This customer-centric approach permeates our culture and informs strategic decision making.
Our goal is to foster brand loyalty by providing customers with industry-leading branded products and superior service in an appealing, approachable setting. We accomplish this by creating and reinforcing positive customer experiences. Customer feedback informs our approach across all aspects of the customer journey including products, service, and messaging. We track various metrics including overall satisfaction, net promoter, and customer effort scores. We employ and continuously refine numerous training programs to provide our associates with the resources they need to deliver outstanding customer experiences across the entire Trulieve platform. We offer specialized management training and incentives to reward positive outcomes so there is continuous reinforcement of customer experience best practices.
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Customer Engagement
Trulieve’s customer engagement activities are designed to foster deep connections with medical patients and adult use customers in person and online. Through educational events, local partnerships and charitable giving, Trulieve supports community activity while raising awareness for the many benefits of cannabis.
Community engagement is rooted in our commitment to four pillars of purpose: helping patients, serving veterans, assisting seniors, and promoting restorative justice. Compassionate outreach to patients and physicians includes personalized consultations, educational workshops, and resources to empower patients, physicians, and caregivers with knowledge about wellness strategies and treatment options. Trulieve is committed to serving unique patient populations including veterans and seniors. We partner with veteran organizations to raise awareness of the need for access to medical cannabis to directly address issues such as post-traumatic stress disorder, chronic pain, and mental health. Our advocacy efforts include raising awareness about veterans’ healthcare needs and supporting initiatives that expand access to medical cannabis. We provide tailored educational resources to address common concerns about cannabis use in older adults, including potential benefits for age-related conditions, helping seniors make informed decisions to enhance their overall well-being. Recognizing the need for restorative justice within the cannabis industry, Trulieve works alongside advocacy groups and partner brands to aid those disproportionately affected by cannabis prohibition.
Investments in Infrastructure and Technology
We have made significant investments in developing and deploying technology and data platforms designed to support scaled operations and growth in customers served and units sold. Marketing technology enables personalized customer communication, allows seamless product browsing and online reservation, and creates exceptional experiences throughout the customer journey. We interact with customers and physicians through a variety of methods including email, mobile app, social media, online chat, text and telephone. In all markets, Trulieve offers a customer rewards program featuring fully stackable and portable points as appropriate within existing regulatory frameworks. Through our customer data platform, we can analyze data to discern customer preferences, patterns, and trends which inform our product mix and allocation, promotional strategies, and outreach. Investments in our enterprise-grade platforms enable greater sophistication across production, retail, and wholesale operations and numerous support functions including accounting and finance, human resources, legal and compliance. We believe infrastructure and data capabilities are prerequisites for long term success in an increasingly competitive and integrated commerce environment.
History of the Company
Trulieve Cannabis Corp. (formerly Schyan Exploration Inc.) was incorporated under the Business Corporations Act (Ontario) on September 17, 1940. It changed its name from “Bandolac Mining Corporation” to “Schyan Exploration Inc. / Exploration Schyan Inc.” on October 29, 2008.
On September 19, 2018, in connection with the Transaction (as defined below), Schyan Exploration Inc. / Exploration Schyan Inc. filed Articles of Amendment under the Business Corporations Act (Ontario) to (i) effect the name change from “Schyan Exploration Inc. / Exploration Schyan Inc.” to “Trulieve Cannabis Corp.”, (ii) re-designate all of the then issued and outstanding common shares of the Company into Subordinate Voting Shares, on the basis that each one issued and outstanding common share was re-designated into one Subordinate Voting Share, and (iii) increase the authorized capital of the Company by creating two new classes of shares, an unlimited number of Super Voting Shares and an unlimited number of Multiple Voting Shares.
On September 19, 2018, in connection with the Transaction, Trulieve Cannabis Corp. continued into the Province of British Columbia as a corporation under the Business Corporations Act (British Columbia) and consolidated its issued and outstanding Subordinate Voting Shares on the basis of one post-consolidation share for every 80.94486 pre-consolidation shares.
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On September 21, 2018, Trulieve Cannabis Corp. completed the Transaction and acquired all of the securities of Trulieve US (as defined below) by way of a plan of merger. Pursuant to the Transaction, a wholly-owned subsidiary of Trulieve Cannabis Corp. created to effect the Transaction merged with and into Trulieve US and Trulieve US became a wholly-owned subsidiary of Trulieve Cannabis Corp. In addition and in connection with the Transaction, 10,927,500 issued and outstanding subscription receipts of Trulieve US were exchanged for 10,927,500 Subordinate Voting Shares (3,573,450 of which Subordinate Voting Shares were immediately converted into 35,734.50 Multiple Voting Shares), 548,446 broker warrants of Trulieve US were exchanged for 548,446 broker warrants to purchase Subordinate Voting Shares at an exercise price of C$6.00, and 8,784,872 compensation warrants of Trulieve US were exchanged for 8,784,872 compensation warrants to purchase Subordinate Voting Shares at an exercise price of C$6.00. As a result of the Transaction, Trulieve Cannabis Corp. met the CSE listing requirements and the Subordinate Voting Shares commenced trading on the CSE under the symbol “TRUL” on September 25, 2018.
The registered office of the Company is located at Suite 2700, The Stack, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5. The head office is located at 3494 Martin Hurst Road, Tallahassee, Florida, 32312.
Inter-Corporate Relationships
Trulieve has three material subsidiaries, being Trulieve US, a Florida company, Trulieve Holdings, Inc. (“Trulieve Holdings”), a Delaware company, and Harvest Health & Recreation Inc. (“HHR”), a British Columbia company, all of which are directly wholly-owned by Trulieve. The board of directors and executive officers of each of Trulieve US, Trulieve Holdings and HHR are: Kim Rivers (director and president) and Eric Powers (director and secretary/treasurer).
Competitive Conditions and Position
The markets in which we operate are highly competitive markets with relatively high barriers to entry given the limited quantity of licenses available and the highly regulated nature of the cannabis industry. See “—Regulatory Overview” below for additional information regarding the impact of regulation on our business. We compete directly with cannabis producers and retailers within single-state operating markets, as well as those that operate across several U.S. state markets.
The vast majority of both manufacturing and retail competitors in our markets are either localized businesses with operations in a single state market or regional players. Other multi-state cannabis operators compete directly in several of our operating markets. Aside from this direct competition, out-of-state operators that are sufficiently capitalized to enter those markets through acquisitions are also part of the competitive landscape. Similarly, as we execute on our regional hub strategy and expand across the U.S., operators in our future state markets will inevitably become direct competitors. Increased competition by larger and better financed competitors could materially affect our business, financial condition and results of operations.
We face additional competition from new entrants. If the number of consumers of medical and adult-use cannabis in our markets increases, the demand for products will increase and we expect that competition will become more intense as current and future competitors offer an increasing number of diversified products and engage in price competition. We expect to continue to invest in several areas, including customer experience, product innovation, scaled production, marketing and branding, and distribution network expansion. Trulieve may not have sufficient resources to maintain investments on a competitive basis, which could have a material adverse effect on our business, financial condition and operational results. The management team monitors developments in the fast-paced cannabis industry and adjacent industries to help us remain competitive.
We also compete indirectly with operators in the illicit market for cannabis and manufacturers and retailers of intoxicating hemp products.
See Item 1A—“Risk Factors” with respect to competition.
Seasonality
Our business operates year-round. Operations and sales trends in select markets do follow seasonal trends at various times of the year, providing seasonal impacts on sales in summer and winter months and increases from promotional activity around specific industry and holiday events including 4/20, 7/10, and Green Wednesday (the Wednesday before Thanksgiving).
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Recent Developments
In December 2025, the Company received conditional approval from the Texas Department of Public Safety for a Dispensing Organization license under the Texas Compassionate Use Program. The license, which remains subject to final regulatory approval, would permit the Company to cultivate, manufacture, and distribute medical cannabis products to eligible patients in Texas. The Company is engaged in the remaining steps of the licensing process and, pending final approval, intends to commence operations in the state consistent with applicable regulatory requirements.
In December 2025, the federal government announced its intention, through the Executive Order signed by President Donald Trump, to fast-track the reclassification of marijuana to Schedule III under the Controlled Substances Act. Reclassification, if implemented, would acknowledge the medical uses of cannabis and reduce barriers to scientific research in the United States. The Company continues to monitor the federal rescheduling process and evaluate potential implications for its operations, tax position, and regulatory environment.
In December 2025, the Company completed the full redemption of its outstanding 8.0% Senior Secured Notes due 2026, retiring the entire $368.0 million principal amount. Total cash used for the redemption was approximately $373.0 million, reflecting the principal repaid along with accrued and unpaid interest through the December 5, 2025 redemption date.
In December 2025, the Company fully repaid its Blue Ridge Bank mortgage note, originally due December 22, 2032. Total cash paid was approximately $15.8 million, which included $8.3 million cash from operations and $7.5 million in restricted escrow cash.
In December 2025, the Company closed a private placement of 10.5% Senior Secured Notes due 2030, issuing the notes at par for aggregate gross proceeds of approximately $140.0 million. In January 2026, the Company closed an additional private placement of 10.5% Senior Secured Notes due 2030, issuing a second tranche of notes for aggregate gross proceeds of approximately $60.0 million. The notes are senior secured obligations of the Company, bear interest at a rate of 10.5% per annum payable semi‑annually, and mature on December 17, 2030. The notes are redeemable, in whole or in part, on or after December 17, 2027 at the applicable redemption prices set forth in the governing indenture. The Company intends to use the net proceeds for capital expenditures and general corporate purposes.
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REGULATORY OVERVIEW
In accordance with the Canadian Securities Administrators Staff Notice 51-352 (Revised) dated February 8, 2018 – Issuers with U.S. Cannabis-Related Activities (“Staff Notice 51-352”), below is a discussion of the federal and state-level United States regulatory bodies in those jurisdictions where the Company is currently directly involved, through its subsidiaries, in the cannabis industry. In accordance with Staff Notice 51-352, the Company will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and the same will be supplemented and amended to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding cannabis regulation.
Federal Regulation of Cannabis in the United States
The United States federal government regulates drugs in large part through the Controlled Substances Act ("CSA"). Cannabis ("marihuana" or "marijuana" in the CSA), which refers to certain parts and derivatives of the cannabis plant, is classified as a Schedule I controlled substance. As a Schedule I controlled substance, the Drug Enforcement Administration ("DEA") considers cannabis to have a high potential for abuse, no currently accepted medical use in treatment in the United States, and a lack of accepted safety for use of the drug under medical supervision. Under federal law, cannabis and cannabis-related products having a concentration of delta-9 tetrahydrocannabinol ("THC") of more than 0.3% are considered "marihuana", a Schedule I controlled substance, while those with a THC concentration of 0.3% or less are classified as hemp, which is not scheduled under the CSA. The scheduling of cannabis as a Schedule I controlled substance is inconsistent with the US Department of Health and Human Services' ("HHS") recent recommendation to reclassify cannabis to Schedule III based on its conclusion that it has medical use in treatment in the United States and a lower potential for abuse than drugs in Schedule I and Schedule II. Moreover, as of December 31, 2025, despite the conflict with U.S. federal law, nearly all states and Puerto Rico have legalized cannabis for medical use. Cannabis is legal for adult-use in 24 states plus the District of Columbia, Guam, the Commonwealth of the Northern Mariana Islands, and the U.S. Virgin Islands.
Cannabis is primarily regulated at the state level in the United States. Although certain states and territories of the United States authorize medical or adult-use cannabis production and distribution by licensed or registered entities, under United States federal law, the possession, use, cultivation, and transfer of cannabis is illegal. Although our activities are compliant with the applicable state and local laws in those states where we maintain such licenses, strict compliance with state and local laws with respect to cannabis may neither absolve us of liability under United States federal law nor provide a defense to any federal criminal action that may be brought against us.
Beginning in 2009, the federal government attempted to provide clarity on the incongruity between federal law and these state-legal regulatory frameworks through a series of Department of Justice ("DOJ") memoranda stating it would not be a priority to prosecute cannabis activity compliant with state medical cannabis laws and that did not implicate certain federal enforcement priorities. The most notable of this guidance came in the form of a memorandum issued by former U.S. Deputy Attorney General James Cole on August 29, 2013, commonly referred to as the Cole Memorandum. The Cole Memorandum offered guidance to federal agencies on how to prioritize civil enforcement, criminal investigations, and prosecutions regarding cannabis in all states and quickly set a standard with which cannabis-related businesses would comply. In sum, the Cole Memorandum stated the DOJ’s prosecution priorities would be aimed at preventing the distribution of cannabis to minors; preventing revenue from going to criminal enterprises; preventing violence in the cultivation and distribution of cannabis; preventing drugged driving and the exacerbation of other adverse health consequences associated with cannabis; and preventing cannabis cultivation, possession, or use on federal property.
In January 2018 former United States Attorney General Sessions issued a new memorandum to all United States Attorneys (the “Sessions Memo”) that rescinded the Cole Memorandum and other DOJ memoranda providing prosecutorial guidance on state and tribally authorized medical and adult-use cannabis activities and instructed that “[i]n deciding which marijuana activities to prosecute... -with the [DOJ’s] finite resources, prosecutors should follow the well- established principles that govern all federal prosecutions.” Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other principles. Although rescinded, the tenets of the Cole Memorandum continue to be adhered to by state-legal cannabis businesses and those in compliance with adult-use and medical programs throughout the country operate without federal enforcement.
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On January 21, 2021, Joseph R. Biden, Jr. was sworn in as the 46th President of the United States. Although President Biden’s Attorney General, Merrick Garland, made comments to Senator Cory Booker (D-NJ) during his Senate confirmation indicating that he believed prosecution of state-legal cannabis businesses was not a worthy use of DOJ resources, there were no changes to federal cannabis guidance issued by the DOJ or any published change in federal enforcement policy under the Biden administration. In October 2022, the Biden Administration announced its intention to end the country’s “failed approach” to cannabis and directed the Secretary of HHS and the Attorney General to expeditiously review cannabis’s Schedule I status. Concurrently, President Biden also announced a pardon of all prior federal simple possession of cannabis offenses and urged governors to do the same at the state level.
In August 2023, the Food and Drug Administration ("FDA") within the HHS recommended to the DEA that marijuana be rescheduled from Schedule I to Schedule III under the CSA. The FDA recommendation to reclassify cannabis to Schedule III was based in part on findings that cannabis has an accepted medical use in treatment in the United States and relatively low potential for abuse. The National Institute on Drug Abuse ("NIDA"), a part of the National Institutes of Health ("NIH"), importantly concurred with FDA’s recommendation to reclassify cannabis. On May 16, 2024, the DEA issued its Notice of Proposed Rulemaking (“NPRM”) to reclassify marijuana to Schedule III. The NPRM was subject to a public comment period in which over 43,000 public comments were submitted.
The December 2024 preliminary hearing held by the Chief Administrative Law Judge (“ALJ”) of the DEA set the stage for more substantial evidentiary hearings originally set to take place in 2025. At the conclusion of the hearings, the ALJ was to issue a final ruling on the proposed rescheduling, however on January 13, 2025, ALJ John Mulrooney II cancelled the hearing set for January 21, 2025—effectively pausing the rescheduling process indefinitely while an interlocutory appeal by two pro-rescheduling participants is considered by the DEA Administrator.
On January 20, 2025, President Donald J. Trump was sworn in as the 47th President of the United States. On December 18, 2025, President Trump published an executive order titled "Increasing Medical Marijuana and Cannabidiol Research" directing the Attorney General to complete the rulemaking process related to rescheduling marijuana to Schedule III under the CSA.
As an industry best practice, in the absence of new federal guidance, we abide by the following standards, which are designed to ensure compliance with the guidance provided by the now-rescinded Cole Memorandum:
•Continuously monitor our operations for compliance with all licensing requirements as established by the applicable state, county, municipality, town, township, borough, and other political/administrative divisions;
•ensure that our cannabis-related activities adhere to the scope of the licensing obtained (for example: in the states where cannabis is permitted only for adult-use, the products are only sold to individuals who meet the requisite age requirements);
•implement policies and procedures to prevent the distribution of our cannabis products to minors;
•implement policies and procedures in place to avoid the distribution of the proceeds from our operations to criminal enterprises, gangs, or cartels;
•implement an inventory tracking system and necessary procedures to reliably track inventory and prevent the diversion of cannabis or cannabis products into those states where cannabis is not permitted by state law or across any state lines in general;
•monitor the operations at our facilities so that our state-authorized cannabis business activity is not used as a cover or pretense for trafficking of other illegal drugs or engaging in any other illegal activity; and
•implement quality controls so that our products comply with applicable regulations and contain necessary disclaimers about the contents of the products to avoid adverse public health consequences from cannabis use and discourage impaired driving.
In addition, we frequently conduct background checks to confirm that the principals and management of our operating subsidiaries are of good character and have not been involved with illegal drugs, engaged in illegal activity or activities involving violence, or the use of firearms in the cultivation, manufacturing, or distribution of cannabis. We also conduct ongoing reviews of the activities of our cannabis businesses, the premises on which they operate, and the policies and procedures related to the possession of cannabis or cannabis products outside of the licensed premises.
Moreover, medical cannabis businesses receive a measure of protection from federal prosecution by operation of temporary appropriations measures that have been enacted into law as amendments (or “riders”) to federal spending bills
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passed by Congress and signed by Presidents Obama, Trump, and Biden. Every fiscal year since 2015, Congress has passed an appropriations “rider” barring the DOJ from expending taxpayer funds to enforce any law that interferes with a state’s implementation of its own medical cannabis laws. The rider, known as the “Rohrbacher-Farr” amendment, has been included in multiple budgets passed by successive Congresses controlled by both major political parties. Most recently, the medical cannabis appropriations rider was temporarily extended through January 30, 2026 through the signing of the “Continuing Appropriations and Other Extensions Act 2026,” but its inclusion or non-inclusion in the future is subject to political change.
Notably, the Rohrbacher-Farr Amendment has applied only to medical cannabis programs and has not provided the same protections to enforcement against adult-use activities. If the rider is no longer in effect, the risk of federal enforcement and override of state cannabis laws would increase.
Anti-Money Laundering Laws and Access to Banking
The Company is subject to a variety of laws and regulations in the United States that involve anti-money laundering, financial recordkeeping, and the proceeds of crime, including the Currency and Foreign Transactions Reporting Act of 1970 (referred to herein as the “Bank Secrecy Act”), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"), and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the United States.
Additionally, under United States federal law, it may potentially be a violation of federal anti-money laundering statutes for financial institutions to provide services to the cannabis businesses, including taking any proceeds from the sale of any Schedule I controlled substance or otherwise introducing them into the United States banking system.
While there has been no change in U.S. federal banking laws to accommodate businesses in the large and increasing number of U.S. states that have legalized medical or adult-use cannabis, in 2014 the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) issued guidance to financial institutions on how to engage with state and tribally authorized cannabis entities in accordance with federal law. The FinCEN Guidance is often publicly interpreted as suggesting a way for financial institutions to provide depository services to cannabis-related entities, provided that the cannabis-related business activities are legal in their state or territory and none of the federal enforcement priorities referenced in the Cole Memorandum are violated (such as keeping cannabis out of the hands of organized crime). Importantly, the FinCEN Guidance also clarifies how financial institutions can provide depository services to cannabis-related businesses consistent with their Bank Secrecy Act obligations, including exhaustive customer due diligence and reporting requirements.
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The “Secure and Fair Enforcement Regulation ("SAFER") Banking Act,” would grant banks and other financial institutions immunity from federal criminal prosecution for servicing cannabis-related businesses if the underlying cannabis business follows state law. While several iterations of the proposed legislation have passed in the House, in September 2023 the Senate Banking Committee voted to pass the SAFER Banking Act by a bipartisan majority of 14-9. Although anticipated, a Senate floor vote did not occur in 2024, and while we believe there is strong support in the public and within Congress for the SAFER Banking Act and similar legislation, there can be no assurance that it will be passed as proposed in its most recent iteration or at all. See "Risk Factors".
As an industry best practice and consistent with its standard operating procedures, Trulieve adheres to all customer due diligence steps in the FinCEN Guidance and any additional requirements imposed by those financial institutions it utilizes.
Ability to Access Public and Private Capital
Given the current laws regarding cannabis at the federal level in the United States, traditional bank financing is typically not available to United States cannabis companies. Specifically, since financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under anti-money laundering statutes, the unlicensed money transmitter statute and the Bank Secrecy Act, businesses involved in the cannabis industry often have difficulty finding a bank willing to accept their business. Banks who do accept deposits from cannabis-related businesses in the United States must do so in compliance with the FinCEN Guidance. The Company has banking relationships in Arizona, Colorado, Connecticut, Florida, Georgia, Ohio, Maryland, Pennsylvania and West Virginia, and state-chartered banks for deposits and payroll, however the Company does not have access to traditional bank financing.
Compliance with Applicable State Law in the United States
The Company is classified as having “direct” involvement in the United States cannabis industry and we believe that we are in compliance with applicable state laws, as well as related licensing requirements and the regulatory frameworks enacted in the states we operate in. We use reasonable commercial efforts to ensure that our business remains compliant with applicable licensing requirements and the regulatory frameworks enacted by Arizona, Colorado, Connecticut, Florida, Georgia, Maryland, Ohio, Pennsylvania, and West Virginia through the advice of our Company’s legal counsel and through ongoing review of business practices and changes to applicable laws and regulations. Our legal counsel works with external regulatory counsel in the states in which we operate to ensure that we are in ongoing compliance with applicable state laws. The Company has not obtained a legal opinion from regulatory counsel regarding compliance with U.S. cannabis laws in connection with the preparation of this Annual Report on Form 10-K, but engages regulatory counsel in every jurisdiction in which it operates and obtains regulatory advice on a regular basis. The Company employs an in-house attorney that works on regulatory compliance, as well as a robust in-house Compliance Department with expertise in all of the jurisdictions in which the Company operates. The Company has not received any non-compliance, citations or notices of violation which may have a material impact on the Company’s licenses, business activities or operations.
Although each state in which the Company operates (and anticipates operating) authorizes, as applicable, medical and/or adult-use cannabis production and distribution by licensed or registered entities, and numerous other states have legalized cannabis in some form, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia remains illegal, and any such acts are criminal acts under U.S. federal law. Although we believe that our business activities are compliant with applicable state and local laws of the United States, strict compliance with state and local laws with respect to cannabis may neither absolve us of liability under U.S. federal law nor provide a defense to any federal proceeding which may be brought against us. Any such proceedings brought against us may result in a material adverse effect on our business.
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Regulation of Cannabis at State Levels
In the U.S., the regulation of cannabis varies significantly from state to state, with a key distinction being the authorization for medical use versus recreational use. These state regulations are characterized by differences in licensing regimes, allowable dosage forms, and possession limits. In states with a medical-only regulatory framework, cannabis is legal exclusively for medical purposes only. Patients typically require a recommendation from a qualified healthcare provider to access medical cannabis. The commercial distribution and sale of cannabis is strictly controlled through licensed businesses. These states often limit the types and forms of cannabis products available, with an emphasis on medicinal applications. Possession limits tend to be higher for registered patients, but recreational use is prohibited. In states that allow adult-use (recreational) cannabis, individuals who meet age requirements can purchase cannabis for both medical and recreational purposes. While dosage forms and possession limits may vary, they are generally more permissive for recreational users. Some states regulate adult-use and medical cannabis under a single set of rules and licensing structures while other states maintain separate regulatory frameworks for medical and adult-use cannabis.
See Exhibit 99.1 - Appendix A to this Annual Report on Form 10-K for a list of the licenses associated with the Company's operations.
Regulation of the Medical and Adult-Use Cannabis Markets in Arizona
Cannabis is legal for both medical and adult-use in Arizona. Arizona legalized medical cannabis in 2010 through Proposition 203, the Arizona Medical Cannabis Act, and adult-use in 2020 through Proposition 207, known as the Smart and Safe Arizona Act. The Arizona Department of Health Services is responsible for licensing and regulating medical and adult-use cannabis, cannabis retail sales, cannabis production, and testing facilities.
Arizona is a vertically integrated system so that each license permits the holder to acquire, cultivate, process, manufacture, transfer, supply, and/or dispense medical and/or adult-use cannabis. All product categories are allowed to be sold as either adult-use or medical, except edibles for adult-use consumers, which cannot be more than 10mg per serving or 100mg per package. As of November 1, 2024, adult-use home delivery is allowed.
Arizona medical and adult-use licenses are valid for two years. While our compliance controls have been developed to mitigate the risk of any material violations of a license arising, there is no assurance that our licenses will be renewed in the future in a timely manner. Any unexpected delays or costs associated with the licensing renewal process could impede our ongoing or planned operations and have a material adverse effect on our business, financial condition, results of operations, or prospects.
Regulation of the Medical and Adult-Use Cannabis Markets in Colorado
In 2000, Colorado legalized medical marijuana via Amendment 20 to the Colorado Constitution, and the state legalized adult-use cannabis via the passage of Amendment 64 in 2012. The Colorado Cannabis Enforcement Division within the Department of Revenue is the licensing and regulatory agency overseeing all recreational and medical cannabis businesses in Colorado, with the Colorado Department of Public Health and Environment overseeing the medical patient registry and overseeing some requirements for licensed cannabis laboratories.
Cannabis businesses must comply with local licensing requirements in addition to state licensing requirements in order to operate. While there are no statewide caps on the number of cannabis business licenses, localities are allowed to limit or prohibit the operation of cannabis cultivation facilities, product manufacturing facilities or retail sales facilities.
Regulation of the Medical and Adult-Use Cannabis Markets in Connecticut
Connecticut legalized medical cannabis in 2012. The Medical Marijuana Program within the Department of Consumer Protection registers qualifying patients, primary caregivers, dispensary facilities, and dispensary facility employees. Only a pharmacist licensed as a dispensary may dispense medical cannabis, and only a dispensary or dispensary technician may sell cannabis to qualifying customers, primary caregivers, or research program subjects.
Connecticut legalized adult-use cannabis in June 2021 with the passage of Public Act 21-1 (SB 1201), signed into law by Governor Ned Lamont. As with medical cannabis, the Department of Consumer Protection licenses and regulates adult-use cannabis businesses. Sales began in January 2023 after the state announced that existing medical operators licensed as hybrid retailers could open for adult-use sales.
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Regulation of the Medical Cannabis Market in Florida
Florida is currently a medical-only market. Qualifying medical conditions include cancer, epilepsy, glaucoma, HIV and AIDS, ALS, Crohn’s disease, Parkinson’s disease, PTSD, multiple sclerosis, and other debilitating medical conditions of the same kind or class or comparable to those other qualifying conditions and for which a physician believes the benefits outweigh the risks to the patient. Licenses are issued by the Florida Department of Health, Office of Medical Cannabis Use, and license holders can only own one license.
Under our license, we are permitted to sell cannabis to those customers who are entered into Florida’s electronic medical cannabis use registry by a qualified physician and possess a state-issued medical cannabis identification card and a valid certification from the qualified physician. We are authorized to sell a broad selection of products across various product categories. As of December 31, 2025, we had 162 approved dispensaries in the State of Florida. In addition, our license allows us to deliver products directly to customers.
On January 14, 2025, Smart & Safe Florida filed a new initiative petition to place a constitutional amendment to legalize cannabis for adult-use on Florida’s November 2026 ballot.
Regulation of Medical Cannabis Market in Georgia
The Georgia Hope Act created a regulatory scheme to permit the cultivation, production, manufacturing, and sale of low-THC oil that is not more than 5% by weight of THC, THCa, or a combination of THC and THCa, for provision to patients for medical purposes. Georgia law requires eligible patients to obtain physician approval to be added to the Low THC Oil Registry if they have certain qualifying conditions. The registry is administered by the Georgia Department of Public Health. At present, Georgia law prohibits the production or sale of low THC oil food products and vaporizers.
Low-THC products may only be dispensed by a dispensary licensee or a pharmacy holding a Low THC Pharmacy Dispensary license issued by the Georgia Board of Pharmacy. Georgia is the only state that allows for the sale of cannabis by traditional pharmacies, however the DEA intervened by issuing a warning letter on November 27, 2023, advising that neither cannabis nor THC can be lawfully dispensed by a DEA-registered pharmacy. At the Board of Pharmacy meeting held on December 13, 2023, the Board voted to request legal guidance from the state Attorney General’s office. While the federal appropriation riders mentioned above bar the DOJ, inclusive of the DEA, from spending taxpayer funds to enforce laws that interfere with state medical cannabis laws, making prosecution under federal law unlikely, the DEA’s interference has had a chilling effect on pharmacy distribution. However, as of September 2024, at least one pharmacy had resumed selling low-THC oil in defiance of the DEA’s warning.
Regulation of the Medical and Adult-Use Cannabis Markets in Maryland
Maryland legalized medical cannabis in 2013, and its state-regulated medical cannabis program became operational on December 1, 2017. The Maryland Medical Cannabis Commission (the “MMCC”) awarded initial cannabis business licenses in a highly competitive application process. The state medical program allows access to medical cannabis for patients with qualifying chronic or debilitating diseases or medical conditions, including but not limited to chronic pain, nausea, seizures, glaucoma, PTSD, and other conditions which are severe and for which other treatments have been ineffective.
On November 8, 2022, Maryland voters approved a statewide referendum which legalized cannabis for adults 21 years or older, effective July 2023. The Cannabis Reform Act, signed into law in May 2023, created the framework for adult-use cannabis and established the Maryland Cannabis Administration (the “MCA”), the successor agency to the MMCC. The MCA is responsible for administering and enforcing the medical and adult-use cannabis laws, including licensing, registration, testing, inspection, and enforcement, and the promulgation of regulations. Maryland awarded over 200 licenses in 2024 through its social equity lottery, although only a fraction of these licenses have commenced operations as of December 31, 2025.
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Regulation of the Medical and Adult-Use Cannabis Markets in Ohio
Ohio legalized medical cannabis in 2016 via House Bill 523. Qualifying conditions for access to medical cannabis under the program include, but are not limited to, chronic and severe pain, post-traumatic stress disorder and cancer. Ohio’s medical cannabis program allows businesses to be structured as for-profit entities and does not require residency for investment in or ownership of a commercial cannabis license. Vertical integration is permissible but not required for medical cannabis operators and no single entity or person may hold, have ownership or financial interest in, or control more than one cultivator license, one processor license, or eight dispensary licenses at any given time.
Ohio voters legalized adult-use cannabis in 2023 and the Division of Cannabis Control (“DCC”) within the Department of Commerce was established as the primary regulatory authority for both the medical and adult-use cannabis programs. On July 23, 2024, the DCC issued 10 dual-use cultivation and processing certificates of operation allowing existing medical operators to cultivate and produce products for the adult-use market. On August 6, 2024, the DCC issued dual-use certificates of operation to 98 eligible dispensaries across the state, a month ahead of the required deadline. Licensing of new adult-use operators is ongoing.
On December 19, 2025, Ohio Governor Mike DeWine signed a bill into law that limited the maximum number of operational licensed dispensaries to 400 and eliminated the cannabis social equity and jobs program, which program was originally included in the 2023 ballot initiative to legalize adult-use cannabis. This bill becomes effective on March 20, 2026.
Regulation of the Medical Cannabis Market in Pennsylvania
On April 17, 2016, Act 16, otherwise known as the Medical Cannabis Act, was signed into law, establishing the Pennsylvania medical cannabis program and providing lawful access to cannabis for state residents with one or more qualifying conditions. The Pennsylvania Department of Health (“PA DOH”) regulates medical cannabis businesses in the Commonwealth. For licensing purposes, the PA DOH split the Commonwealth into six regions. For each dispensary permit, the locations must be within the region where the permit was awarded. For medical cannabis grower/processors, the location is limited to the region where the permit was awarded, but distribution is permissible across all regions. The state initially limited the total number of medical marijuana organizations (“MMOs”) to twenty-five grower/processors and fifty dispensaries Commonwealth-wide. Each dispensary is permitted to have up to three dispensary sites for a total of 150 potential dispensary locations throughout Pennsylvania. Residency is not required to operate a MMO in Pennsylvania. Vertical integration is limited as the PA DOH may not issue more than five grower/processor businesses dispensary permits. In addition, a single entity may not hold more than one grower/processor permit, nor more than five dispensary permits.
In 2022, Pennsylvania amended their medical program to provide additional protections under Pennsylvania law for financial institutions and insurers providing services to cannabis-related businesses. In April 2024, Pennsylvania expanded the medical cannabis program to permit qualified independent MMOs to apply for either a grower/processor permit or dispensary permit. An independent grower/processor may apply for one dispensary permit and an independent dispensary may apply for one grower/processor permit.
Legislation to legalize adult-use cannabis in Pennsylvania has been introduced from time-to-time and we believe lawmakers are again poised to introduce adult-use legislation in 2026.
Regulation of the Medical Cannabis Market in West Virginia
West Virginia’s medical cannabis program, the West Virginia Medical Cannabis Act, was signed into law in 2017. The law allows cannabis to be used for certified medical use by West Virginia residents with serious medical conditions and permits medical cannabis to be cultivated, processed, and dispensed to registered patients. The program is administered by the West Virginia Department of Health and Human Resources, Bureau for Public Health, Office of Medical Cannabis (“OMC”). The OMC has authority to issue and oversee permits that authorize businesses to grow, process, or dispense medical cannabis in compliance with state law and regulations, register medical practitioners who certify patients as having a qualifying serious medical condition, and register and oversee patients with qualifying conditions. OMC has also promulgated regulations governing the activities of growers, processors, laboratories, and dispensaries, as well as establishing general requirements related to West Virginia’s medical cannabis program.
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Medical cannabis products allowed for use are pills, oils, gels, creams, ointments, tinctures, liquid, dry leaf or plant forms for administration through vaporization or nebulization, and dermal patch. Dispensaries cannot sell edibles, but medical cannabis products could be mixed into food or drinks by patients themselves.
Other
The foregoing description of laws and regulations to which we are or may be subject is not exhaustive, and the regulatory framework governing our operations is subject to continuous change. The enactment of new laws and regulations or the interpretation of existing laws and regulations in an unfavorable way may affect the operation of our business, directly or indirectly, which could result in substantial regulatory compliance costs, civil or criminal penalties, including fines, adverse publicity, loss of participating dealers, lost revenue, increased expenses, and decreased profitability. Further, investigations by government agencies, including the Federal Trade Commission ("FTC"), into allegedly anticompetitive, unfair, deceptive, or other business practices by us, could cause us to incur additional expenses and, if adversely concluded, could result in substantial civil or criminal penalties and significant legal liability. See "Risk Factors.
Employees and Human Capital Resources
As of December 31, 2025, we had over 5,000 employees. We are committed to hiring talented individuals and maximizing individual potential, while fostering growth and career advancement. Since the opening of our first store in 2016, our workforce has grown with the company's expansion, adding personnel to our cultivation, production, transportation and retail divisions, along with our executive and support services teams. The workforce is evaluated and optimized on an ongoing basis, ensuring teams are sized and structured appropriately, and that we have the right people in each position. Our goal is to be the employer of choice in the cannabis industry; accordingly we use the highest standards in attracting the best talent, offer competitive compensation, and implement best practices in evaluating, recruiting, onboarding, and developing our human capital.
Available Information
We maintain a website at http://www.trulieve.com. Through our website, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as well as proxy statements, and, from time to time, other documents as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission ("SEC"). These SEC reports can be accessed through the “Investors” section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.
In addition, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding Trulieve and other issuers that file electronically with the SEC. The SEC’s Internet website address is http://www.sec.gov.
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Item 1A. Risk Factors.
Investing in our Subordinate Voting Shares involves a high degree of risk. The following are certain factors concerning, among other things, our business, growth prospects, cash flows, results of operations and financial condition that should be considered together with the other information contained in this Annual Report on Form 10-K, including our financial statements and the related notes appearing herein. We believe the risks described below are the risks that are material to us as of the date of this Annual Report on Form 10-K, although, these risks and uncertainties are not the only ones we face. If any of the following risks actually occur, our business, growth prospects, cash flows, results of operations and financial condition would likely be materially and adversely affected. In these circumstances, the market price of our Subordinate Voting Shares could decline, and you may lose part or all of your investment. Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, growth prospects, cash flows, financial condition and results of operations. Risks that we believe are material to us as of the date of this Annual Report on Form 10-K include the following:
Risks Related to Our Business and Industry
•the illegality of cannabis under federal law;
•the uncertainty regarding the regulation of cannabis in the U.S.;
•the effect of constraints on marketing our products;
•the risk we may not be able to grow our product offerings and dispensary services;
•the effect of risks related to material acquisitions, investments, dispositions and other strategic transactions;
•the effect of risks related to growth management;
•the effect of restricted access to banking and other financial services by cannabis businesses and their clients;
•the risks related to maintaining cash deposits in excess of federally insured limits;
•the effect of restrictions under U.S. border entry laws;
•the effect of heightened scrutiny that we may face in the U.S. and Canada and the effect it could have to further limit the market of our securities for holders in the U.S.;
•our expectation that we will incur significant ongoing costs and obligations related to our infrastructure, growth, regulatory compliance and operations;
•the effect of a limited market for our securities for holders in the U.S.;
•our ability to locate and obtain the rights to operate at preferred locations;
•the effect of taxation on our business in the U.S. and Canada;
•the higher risk of IRS audit;
•the effect of the lack of bankruptcy protections for cannabis businesses;
•the effect of risks related to being a holding company;
•our ability to enforce our contracts;
•the effect of intense competition in the cannabis industry;
•our ability to obtain cannabis licenses or to maintain such licenses;
•the risks our subsidiaries may not be able to obtain their required licenses;
•our ability to accurately forecast operating results and plan our operations;
•the effect of agricultural and environmental risks;
•our ability to adequately protect our intellectual property;
•the effect of risks of civil asset forfeiture of our property;
•our dependency on key personnel;
•the effect of product liability claims;
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•the effect of risks related to our products;
•the effect of unfavorable publicity or consumer perception;
•the effect of product recalls;
•the effect of security risks related to our products and our information technology systems;
•potential criminal prosecution or civil liabilities under RICO;
•the effect of risks related to our significant indebtedness;
•the effect of risks related to key utility services on which we rely;
Risks Related to Owning Subordinate Voting Shares
•the possibility of no positive return on our securities;
•the effect of additional issuances of our securities in the future;
•the effect of sales of substantial amounts of our shares in the public market;
•volatility of the market price and liquidity risks on our shares;
•the lack of sufficient liquidity in the markets for our shares;
Risks Related to Being a Public Company
•the increased costs as a result of being a U.S. reporting company.
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Risks Related to Our Business and Industry
Cannabis is illegal under United States federal law.
In the United States, or the U.S., cannabis is largely regulated at the state level. Each state in which we operate (or are currently proposing to operate) authorizes, as applicable, medical and/or adult-use cannabis production and distribution by licensed or registered entities, and numerous other states have legalized cannabis in some form. However, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminalized under the Controlled Substances Act, as amended, which we refer to as the CSA. Cannabis is a Schedule I controlled substance under the CSA, and is thereby deemed to have a high potential for abuse, no accepted medical use in the United States, and a lack of safety for use under medical supervision. The concepts of “medical cannabis,” “retail cannabis” and “adult-use cannabis” do not exist under U.S. federal law. However, on December 18, 2025, President Trump issued an Executive Order titled “Increasing Medical Marijuana and Cannabidiol Research.” This Executive Order directed the Attorney General to “take all necessary steps to complete the rulemaking process related to rescheduling marijuana to Schedule III of the CSA in the most expeditious manner in accordance with Federal law.” Although we believe that our business activities are compliant with applicable state and local laws in the United States, strict compliance with state and local cannabis laws would not provide a defense to any federal proceeding which may be brought against us. Any such proceedings may result in a material adverse effect on us. We derive substantially all of our revenues from the cannabis industry. The enforcement of applicable U.S. federal laws poses a significant risk to us.
The regulation of cannabis in the United States is uncertain.
Our activities are subject to regulation by various state and local governmental authorities. Our business objectives are contingent upon, in part, compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals necessary for the sale of our products in the jurisdictions in which we operate. Any delays in obtaining or failure to obtain necessary regulatory approvals would significantly delay our development of markets and products, which could have a material adverse effect on our business, results of operations and financial condition. Furthermore, although we believe that our operations are currently carried out in accordance with all applicable state and local rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail our ability to distribute or produce marijuana. Amendments to current laws and regulations governing the importation, distribution, transportation and/or production of marijuana, or more stringent implementation thereof could have a substantial adverse impact on us.
We may be subject to constraints on and differences in marketing our products under varying state laws.
Certain of the states in which we operate have enacted strict regulations regarding marketing and sales activities on cannabis products. There may be restrictions on sales and marketing activities imposed by government regulatory bodies that could hinder the development of our business and operating results. Restrictions may include regulations that specify what, where and to whom product information and descriptions may appear and/or be advertised. Marketing, advertising, packaging and labeling regulations also vary from state to state, potentially limiting the consistency and scale of consumer branding communication and product education efforts. The regulatory environment in the U.S. limits our ability to compete for market share in a manner similar to other industries. If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and operating results could be adversely affected.
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Our ability to grow our medical and adult-use cannabis product offerings and dispensary services may be limited.
As we introduce or expand our medical and adult-use cannabis product offerings and dispensary services, we may incur losses or otherwise fail to enter certain markets successfully. Our expansion into new markets may place us in competitive and regulatory environments with which we are unfamiliar and involve various risks, including the need to invest significant resources and the possibility that returns on those investments will not be achieved for several years, if at all. In attempting to establish new product offerings or dispensary services, we may incur significant expenses and face various other challenges, such as expanding our work force and management personnel to cover these markets and complying with complicated cannabis regulations that apply to these markets. In addition, we may not successfully demonstrate the value of these product offerings and dispensary services to consumers, and failure to do so would compromise our ability to successfully expand these additional revenue streams.
We may acquire other companies or technologies.
Our success will depend, in part, on our ability to grow our business in response to the demands of consumers and other constituents within the cannabis industry as well as competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified acquisitions. In addition, we may not realize the expected benefits from completed acquisitions. The risks we face in connection with acquisitions include:
•Diversion of management time and focus from operating our business to addressing acquisition integration challenges;
•Coordination of research and development and sales and marketing functions;
•Retention of employees from the acquired company;
•Cultural challenges associated with integrating employees from the acquired company into our organization;
•Integration of the acquired company's accounting, management information, human resources, and other administrative systems;
•The need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked effective controls, procedures, and policies;
•Potential write-offs of intangible assets or other assets acquired in transactions that may have an adverse effect on our operating results in a given period;
•Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities; and
•Litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former shareholders, or other third parties.
Our failure to address these risks or other problems encountered in connection with any future acquisitions or investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally. Future acquisitions could also result in the incurrence of debt, contingent liabilities, amortization expenses, or the impairment of goodwill, any of which could harm our financial condition.
We may issue additional Subordinate Voting Shares in connection with such transactions, which would dilute our other shareholders’ interests in us. The presence of one or more material liabilities of an acquired company that are unknown to us at the time of acquisition could have a material adverse effect on our business, results of operations, prospects and financial condition. A strategic transaction may result in a significant change in the nature of our business, operations and strategy. In addition, we may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into our operations.
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If we cannot manage our growth, it could have a material adverse effect on our business, financial condition and results of operations.
We may be subject to growth-related risks, including capacity constraints and pressure on our internal systems and controls. Our ability to manage growth effectively will require us to continue to implement and improve our operational and financial systems and to expand, train and manage our employee base. Our inability to successfully manage our growth may have a material adverse effect on our business, financial condition, results of operations or prospects.
Anti-Money Laundering Laws in the United States may limit access to funds from banks and other financial institutions.
In February 2014, the Financial Crimes Enforcement Network, or FinCEN, bureau of the United States Treasury Department issued guidance (which is not law) with respect to financial institutions providing banking services to cannabis businesses, including burdensome due diligence expectations and reporting requirements. While the guidance advised prosecutors not to focus their enforcement efforts on banks and other financial institutions that serve marijuana-related businesses, so long as they meet certain conditions, this guidance does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the United States Department of Justice, or DOJ, FinCEN or other federal regulators. Because of this and the fact that the guidance may be amended or revoked at any time, most banks and other financial institutions have not been willing to provide banking services to cannabis-related businesses. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses. As a result, we may have limited or no access to banking or other financial services in the United States and may have to operate our United States business on an all-cash basis. If we are unable or limited in our ability to open or maintain bank accounts, obtain other banking services or accept credit card and debit card payments, it may be difficult for us to operate and conduct our business as planned. Although, we are actively pursuing alternatives that ensure our operations will continue to be compliant with the FinCEN guidance (including requirements related to disclosures about cash management and U.S. federal tax reporting), we may not be able to meet all applicable requirements.
We are also subject to a variety of laws and regulations in the U.S. that involve money laundering, financial recordkeeping and proceeds of crime, including the Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the Bank Secrecy Act), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the U.S.
In the event that any of our operations or related activities in the United States were found to be in violation of money laundering legislation or otherwise, those transactions could be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize our ability to declare or pay dividends or effect other distributions.
We maintain cash deposits in excess of federally insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and financial performance.
We maintain domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks that exceed the FDIC insurance limits. Bank failures, events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead to liquidity constraints. There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the United States government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions, or by acquisition in the event of a failure or liquidity crisis.
We may be negatively impacted by disruptions to the United States banking system due to the fact that most banks and other financial institutions have not been willing to provide banking services to cannabis-related businesses. Where available, we tend to rely upon smaller, regional banks and the failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance.
We could be materially adversely impacted due to restrictions under U.S. border entry laws.
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Because cannabis remains illegal under U.S. federal law, those investing in Canadian companies with operations in the U.S. cannabis industry could face detention, denial of entry or lifetime bans from the United States as a result of their business associations with U.S. cannabis businesses. Entry into the United States happens at the sole discretion of United States Customs and Border Patrol, or CBP, officers on duty, and these officers have wide latitude to ask questions to determine the admissibility of a non-U.S. citizen or foreign national. The government of Canada has started warning travelers on its website that previous use of cannabis, or any substance prohibited by U.S. federal law, could mean denial of entry to the United States. Business or financial involvement in the cannabis industry in the United States could also be reason enough for denial of entry into the United States. On September 21, 2018, the CBP released a statement outlining its current position with respect to enforcement of the laws of the United States. It stated that Canada’s legalization of cannabis will not change CBP enforcement of U.S. laws regarding controlled substances. According to the statement, because cannabis continues to be a controlled substance under U.S. law, working in or facilitating the proliferation of the marijuana industry in U.S. states where it is legal under state law may affect admissibility to the United States. On October 9, 2018, the CBP released an additional statement regarding the admissibility of Canadian citizens working in the legal cannabis industry in Canada. CBP stated that a Canadian citizen working in or facilitating the proliferation of the legal cannabis industry in Canada who seeks to come into the United States for reasons unrelated to the cannabis industry will generally be admissible to the United States; however, if such person is found to be coming into the United States for reasons related to the cannabis industry, such person may be deemed inadmissible. As a result, the CBP has affirmed that employees, directors, officers, and managers of and investors in companies involved in business activities related to cannabis in the United States (such as Trulieve), who are not U.S. citizens face the risk of being barred from entry into the United States for life.
As a cannabis company, we may be subject to heightened scrutiny in Canada and the United States that could materially adversely impact the liquidity of the Subordinate Voting Shares.
As a cannabis company, we may be subject to heightened scrutiny in Canada and the United States that could materially adversely impact the liquidity of the Subordinate Voting Shares.
Our existing operations in the United States, and any future operations, may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in the United States and Canada.
Given the heightened risk profile associated with cannabis in the United States, the Canadian Depository for Securities, or CDS, may implement procedures or protocols that would prohibit or significantly impair the ability of CDS to settle trades for companies that have cannabis businesses or assets in the United States.
On February 8, 2018, following discussions with the Canadian Securities Administrators and recognized Canadian securities exchanges, the TMX Group, the parent company of CDS, announced the signing of a Memorandum of Understanding, which we refer to as the TMX MOU, with Aequitas NEO Exchange Inc., the CSE, the Toronto Stock Exchange, and the TSX Venture Exchange. The TMX MOU outlines the parties’ understanding of Canada’s regulatory framework applicable to the rules, procedures, and regulatory oversight of the exchanges and CDS as it relates to issuers with cannabis-related activities in the U.S. The TMX MOU confirms, with respect to the clearing of listed securities, that CDS relies on the exchanges to review the conduct of listed issuers. As a result, there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the U.S. However, there can be no assurances given that this approach to regulation will continue in the future. If such a ban were to be implemented, it would have a material adverse effect on the ability of holders of the Subordinate Voting Shares to settle trades. In particular, the Subordinate Voting Shares would become highly illiquid until an alternative was implemented, and investors would have no ability to effect a trade of the Subordinate Voting Shares through the facilities of a stock exchange.
We expect to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations.
We expect to incur significant ongoing costs and obligations related to our investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on our results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase our compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial condition. Our efforts to grow our business may be more costly than expected, and we may not be able to increase our revenue enough to offset these higher operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays, and other unknown events. If we are unable to achieve and sustain profitability, the market price of our securities may significantly decrease.
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The market for the Subordinate Voting Shares may be limited for holders of our securities who live in the United States.
Given the heightened risk profile associated with cannabis in the United States, capital markets participants may be unwilling to assist with the settlement of trades for U.S. resident securityholders of companies with operations in the U.S. cannabis industry, which may prohibit or significantly impair the ability of securityholders in the United States to trade our securities. In the event residents of the United States are unable to settle trades of our securities, this may affect the pricing of such securities in the secondary market, the transparency and availability of trading prices and the liquidity of these securities.
We may not be able to locate and obtain the rights to operate at preferred locations.
In certain markets the local municipality has authority to choose where any cannabis establishment will be located. These authorized areas are frequently removed from other retail operations. Because the cannabis industry remains illegal under U.S. federal law, the disadvantaged tax status of businesses deriving their income from cannabis, and the reluctance of the banking industry to support cannabis businesses, it may be difficult for us to locate and obtain the rights to operate at various preferred locations. Property owners may violate their mortgages by leasing to us, and those property owners that are willing to allow use of their facilities may require payment of above fair market value rents to reflect the scarcity of such locations and the risks and costs of providing such facilities.
We expect to be subject to taxation in both Canada and the United States, which could have a material adverse effect on our financial condition and results of operations.
We are a Canadian corporation, and as a result generally would be classified as a non-United States corporation under the general rules of U.S. federal income taxation. IRC Section 7874, however, contains rules that can cause a non-United States corporation to be taxed as a United States corporation for U.S. federal income tax purposes. Under IRC Section 7874, a corporation created or organized outside of the United States will nevertheless be treated as a United States corporation for U.S. federal income tax purposes, which is referred to as an inversion, if each of the following three conditions are met: (i) the non-United States corporation acquires, directly or indirectly, or is treated as acquiring under applicable U.S. Treasury regulations, substantially all of the assets held, directly or indirectly, by a United States corporation, (ii) after the acquisition, the former shareholders of the acquired United States corporation hold at least 80% (by vote or value) of the shares of the non-United States corporation by reason of holding shares of the acquired United States corporation, and (iii) after the acquisition, the non-United States corporation’s expanded affiliated group does not have substantial business activities in the non-United States corporation’s country of organization or incorporation when compared to the expanded affiliated group’s total business activities.
Pursuant to IRC Section 7874, we are classified as a U.S. corporation for U.S. federal income tax purposes and are subject to U.S. federal income tax on our worldwide income. Regardless of any application of IRC Section 7874, however, we expect to be treated as a Canadian resident company for purposes of the Canadian Income Tax Act, as amended. As a result, we are subject to taxation both in Canada and the U.S., which could have a material adverse effect on our financial condition and results of operations.
We may be at a higher risk of IRS audit.
We believe there is a greater likelihood that the IRS will audit the tax returns of cannabis-related businesses. Any such audit of our tax returns could result in us being required to pay additional tax, interest and penalties, as well as incremental accounting and legal expenses, which could be material.
We may not have access to United States bankruptcy protections available to non-cannabis businesses.
Because cannabis is a Schedule I controlled substance under the CSA, many courts have denied cannabis businesses federal bankruptcy protections, making it difficult for lenders to be made whole on their investments in the cannabis industry in the event of a bankruptcy. If we were to experience a bankruptcy, there is no guarantee that United States federal bankruptcy protections would be available to us, which would have a material adverse effect on us and may make it more difficult for us to obtain debt financing.
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We are a holding company and our ability to pay dividends or make other distributions to shareholders may be limited.
Trulieve Cannabis Corp. is a holding company and essentially all of its assets are the capital stock of its subsidiaries. We currently conduct substantially all of our business through Trulieve US, which currently generates substantially all of our revenues. Consequently, our cash flows and ability to complete current or desirable future growth opportunities are dependent on the earnings of Trulieve US and our other subsidiaries and the distribution of those earnings to Trulieve Cannabis Corp. The ability of our subsidiaries to pay dividends and other distributions will depend on those subsidiaries’ operating results and will be subject to applicable laws and regulations that require that solvency and capital standards be maintained by a subsidiary company and contractual restrictions contained in the instruments governing any current or future indebtedness of our subsidiaries. In the event of a bankruptcy, liquidation or reorganization of Trulieve US or another of our subsidiaries, holders of indebtedness and trade creditors of that subsidiary may be entitled to payment of their claims from that subsidiary’s assets before we or our shareholders would be entitled to any payment or residual assets.
There is doubt regarding our ability to enforce contracts.
It is a fundamental principle of law that a contract will not be enforced if it involves a violation of law or public policy. Because cannabis remains illegal at a federal level in the United States, judges in multiple states have on a number of occasions refused to enforce contracts for the repayment of money when the loan was used in connection with activities that violate U.S. federal law, even if there is no violation of state law. There remains doubt and uncertainty that we will be able to legally enforce our contracts. If we are unable to realize the benefits of or otherwise enforce the contracts into which we enter, it could have a material adverse effect on our business, financial condition and results of operations.
We face increasing competition that may materially and adversely affect our business, financial condition and results of operations.
The vast majority of both manufacturing and retail competitors in the cannabis market consists of localized businesses (those doing business in a single state), although there are a few multistate operators with which we compete directly. Aside from this direct competition, out-of-state operators that are capitalized well enough to enter markets through acquisitive growth are also part of the competitive landscape. Similarly, as we execute our growth strategy, operators in our future state markets will inevitably become direct competitors. We are likely to continue to face increasing and intense competition from these companies, which could materially and adversely affect our business, financial condition and results of operations.
If the number of users of adult-use and medical marijuana in the United States increases, the demand for products will increase. Consequently, we expect that competition will become more intense as current and future competitors begin to offer an increasing number of diversified products to respond to such increased demand. To remain competitive, we will require a continued investment in research and development, marketing, sales and client support. We may not have sufficient resources to maintain sufficient levels of investment in research and development, marketing, sales and client support efforts to remain competitive, which could materially and adversely affect our business, financial condition and results of operations.
The cannabis industry is undergoing rapid growth and substantial change, which has resulted in an increase in competitors, consolidation and the formation of strategic relationships. Acquisitions or other consolidating transactions could harm us in a number of ways, including losing customers, revenue and market share, or forcing us to expend greater resources to meet new or additional competitive threats, all of which could harm our operating results. As competitors enter the market and become increasingly sophisticated, competition in our industry may intensify and place downward pressure on retail prices for our products and services, which could negatively impact our profitability.
We are subject to limits on our ability to own the licenses necessary to operate our business, which will adversely affect our ability to grow our business and market share in certain states.
In certain states, the cannabis laws and regulations limit not only the number of cannabis licenses issued, but also the number of cannabis licenses that one person or entity may own in that state. Such limitations on the acquisition of ownership of additional licenses within certain states may limit our ability to grow organically or to increase our market share in affected states.
Our subsidiaries may not be able to obtain or maintain necessary permits and authorizations.
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Our subsidiaries may not be able to obtain or maintain the necessary licenses, permits, certificates, authorizations or accreditations to operate their respective businesses, or may only be able to do so at great cost. In addition, our subsidiaries may not be able to comply fully with the wide variety of laws and regulations applicable to the cannabis industry. Such laws and regulations include requirements to use state mandated information technology reporting systems that may not fully integrate with our information technology systems. Failure to comply with or to obtain the necessary licenses, permits, certificates, authorizations or accreditations could result in restrictions on a subsidiary’s ability to operate in the cannabis industry, which could have a material adverse effect on our business, financial condition or results of operations.
We may not be able to accurately forecast our operating results and plan our operations due to uncertainties in the cannabis industry.
Because U.S. federal and state laws prevent widespread participation in and otherwise hinder market research in the medical and adult-use cannabis industry, the third-party market data available to us is limited and unreliable. Accordingly, we must rely largely on our own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the cannabis industry. Our market research and projections of estimated total retail sales, demographics, demand, and similar consumer research are based on assumptions from limited and unreliable market data, and generally represent the personal opinions of our management team. A failure in the demand for our products to materialize as a result of competition, technological change or other factors could have a material adverse effect on our business, results of operations, financial condition or prospects.
We are subject to risks related to growing an agricultural product.
Our business involves the growing of cannabis, an agricultural product. Such business is subject to the risks inherent in the agricultural business, such as losses due to infestation by insects or plant diseases and similar agricultural risks. Although much of our growing is expected to be completed indoors, there can be no assurance that natural elements will not have a material adverse effect on our future production.
We may encounter unknown environmental risks.
There can be no assurance that we will not encounter hazardous conditions, such as asbestos or lead, at the sites of the real estate used to operate our businesses, which may delay the development of our businesses. Upon encountering a hazardous condition, work at our facilities may be suspended. If we receive notice of a hazardous condition, we may be required to correct the condition prior to continuing construction. If additional hazardous conditions were present, it would likely delay construction and may require significant expenditure of our resources to correct the conditions. Such conditions could have a material impact on our investment returns.
We may not be able to adequately protect our intellectual property.
As long as cannabis remains illegal under U.S. federal law as a Schedule I controlled substance under the CSA, the benefit of certain federal laws and protections that may be available to most businesses, such as federal trademark and patent protection, may not be available to us. As a result, our intellectual property may never be adequately or sufficiently protected against the use or misappropriation by third parties. In addition, since the regulatory framework of the cannabis industry is in a constant state of flux, we can provide no assurance that we will ever obtain any protection for our intellectual property, whether on a federal, state or local level.
Our property is subject to risk of civil asset forfeiture.
Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry that is either used in the course of conducting or comprises the proceeds of a cannabis business could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property were never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal process, it could become subject to forfeiture.
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We are highly dependent on certain key personnel.
We depend on key managerial personnel, including Kim Rivers, our Chief Executive Officer, and Kyle Landrum, our Chief Production Officer, for our continued success, and our anticipated growth may require additional expertise and the addition of new qualified personnel. Qualified individuals within the cannabis industry are in high demand and we may incur significant costs to attract and retain qualified management personnel, or be unable to attract or retain personnel necessary to operate or expand our business. The loss of the services of existing personnel or our failure to recruit additional key managerial personnel in a timely manner, or at all, could harm our business development programs and our ability to manage day-to-day operations, attract collaboration partners, attract and retain other employees, and generate revenues, and could have a material adverse effect on our business, financial condition and results of operations.
We face inherent risks of liability claims related to the use of our products.
As a distributor of products designed to be ingested by humans, we face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products cause or are alleged to have caused significant loss or injury. We may be subject to various product liability claims, including, among others, that our products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against us, whether or not successful, could result in materially increased costs, adversely affect our reputation with our clients and consumers generally, and have a material adverse effect on our results of operations and financial condition.
We may become party to litigation from time to time in the ordinary course of business which could adversely affect our business. Should any litigation in which we become involved be determined against us, such a decision could adversely affect our ability to continue operating and the market price for the Subordinate Voting Shares. Even if we achieve a successful result in any litigation in which we are involved, the costs of litigation and redirection of our management’s time and attention could have an adverse effect on our results of operations and financial condition.
We face risks related to our products.
We have committed and expect to continue committing significant resources and capital to develop and market existing products and new products and services. These products are relatively untested in the marketplace, and we cannot assure shareholders and investors that we will achieve market acceptance for these products, or other new products and services that we may offer in the future. Moreover, these and other new products and services may be subject to significant competition with offerings by new and existing competitors in the industry. In addition, new products and services may pose a variety of challenges and require us to attract additional qualified employees. The failure to successfully develop, manage and market these new products and services could seriously harm our business, prospects, revenue, results of operation and financial condition.
Our medical marijuana business may be impacted by consumer perception of the cannabis industry, which we cannot control or predict.
We believe that the medical marijuana industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of medical marijuana distributed to those consumers. Consumer perception of our products may be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medical marijuana products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medical marijuana market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows.
Product recalls could result in a material and adverse impact on our business, financial condition and results of operations.
Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labelling disclosure. The list includes specified vape products produced in our Pennsylvania operations. If any of our products are recalled due to an alleged product defect or
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for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although we have detailed procedures in place for testing our products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of our significant brands were subject to recall, the image of that brand and our company generally could be harmed. Any recall could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition. Additionally, product recalls may lead to increased scrutiny of our operations by regulatory agencies, requiring further management attention and potential legal fees and other expenses.
We are subject to security risks related to our products as well as our information and technology systems.
Given the nature of our product and its limited legal availability, we are at significant risk of theft at our facilities. A security breach at one of our facilities could expose us to additional liability and to potentially costly litigation, increase expenses relating to the resolution and future prevention of these breaches and may deter potential customers from choosing our products.
In addition, we collect and store personal information about our customers and we are responsible for protecting that
information from privacy breaches. We store certain personally identifiable information and other confidential information of our customers on our systems and applications. Though we maintain robust, proprietary security protocols, we may experience attempts by third parties to obtain unauthorized access to the personally identifiable information and other confidential information of our customers. This information could also be otherwise exposed through human error or malfeasance. The unauthorized access or compromise of this personally identifiable information and other confidential information could have a material adverse impact on our business, financial condition and results of operations.
A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly customer lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach would have a material adverse effect on our business, financial condition and results of operations.
Our operations depend and will depend, in part, on how well we protect our networks, equipment, information technology, or IT, systems and software against damage from a number of threats, including, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations also depend and will continue to depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.
We face exposure to fraudulent or illegal activity by employees, contractors, consultants and agents, which may subject us to investigations and actions.
We are exposed to the risk that any of the employees, independent contractors and consultants of our company and our subsidiaries may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates, (i) government regulations, (ii) manufacturing standards, (iii) federal and local healthcare fraud and abuse laws and regulations, or (iv) laws that require the true, complete and accurate reporting of financial information or data. It may not always be possible for us to identify and deter misconduct by our employees and other third parties, and the precautions taken by us to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. We cannot provide assurance that our internal controls and compliance systems will protect us from acts committed by our employees, agents or business partners in violation of U.S. federal or state or local laws. If any such actions are instituted against us, and we are not successful in defending or asserting our rights, those actions could have a material impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects.
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We could be subject to criminal prosecution or civil liabilities under RICO.
The Racketeer Influenced Corrupt Organizations Act (“RICO”) criminalizes the use of any profits from certain defined “racketeering” activities in interstate commerce. While intended to provide an additional cause of action against organized crime, due to the fact that cannabis is illegal under U.S. federal law, the production and sale of cannabis qualifies cannabis related businesses as “racketeering” as defined by RICO. As such, all officers, managers and owners in a cannabis related business could be subject to criminal prosecution under RICO, which carries substantial criminal penalties.
RICO can create civil liability as well: persons harmed in their business or property by actions which would constitute racketeering under RICO often have a civil cause of action against such “racketeers,” and can claim triple their amount of estimated damages in attendant court proceedings. Trulieve or its subsidiaries, as well as its officers, managers and owners could all be subject to civil claims under RICO.
Our indebtedness may adversely affect our business, financial condition and financial results.
Our ability to make certain payments or advances will be subject to applicable laws and contractual restrictions in the instruments governing our indebtedness. The contractual restrictions in the instruments governing such indebtedness include restrictive covenants that could limit our discretion with respect to certain business matters. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, may materially and adversely affect our business, results of operations, and financial condition.
We rely on key utility services.
Our business is dependent on a number of key inputs and their related costs, including raw materials and supplies related to our growing operations, as well as electricity, water and other local utilities. Our cannabis growing operations consume and will continue to consume considerable energy, which makes us vulnerable to rising energy costs. Accordingly, rising or volatile energy costs may, in the future, adversely impact our business and our ability to operate profitably. Additionally, any significant interruption or negative change in the availability or economics of the supply chain for our key inputs could materially impact our business, financial condition and operating results. If we are unable to secure required supplies and services on satisfactory terms, it could have a materially adverse impact on our business, financial condition and operating results.
Risks Related to Owning Subordinate Voting Shares
A return on our securities is not guaranteed.
There is no guarantee that our Subordinate Voting Shares will earn any positive return in the short term or long term. A holding of Subordinate Voting Shares is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of Subordinate Voting Shares is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.
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Additional issuances of Multiple Voting Shares or Subordinate Voting Shares may result in further dilution and could have anti-takeover effects.
We may issue additional equity or convertible debt securities in the future, which may dilute an existing shareholder’s holdings. Our articles permit the issuance of an unlimited number of Multiple Voting Shares and Subordinate Voting Shares, and existing shareholders will have no preemptive rights in connection with such further issuances. Our board of directors has discretion to determine the price and the terms of further issuances. The ability of our board of directors to issue additional Multiple Voting Shares and/or Subordinate Voting Shares could also have anti-takeover effects. Moreover, we will issue additional Subordinate Voting Shares on the conversion of the Multiple Voting Shares in accordance with their terms. To the extent holders of our options, warrants or other convertible securities convert or exercise their securities and sell Subordinate Voting Shares they receive, the trading price of the Subordinate Voting Shares may decrease due to the additional amount of Subordinate Voting Shares available in the market. We cannot predict the size or nature of future issuances or the effect that future issuances and sales of Subordinate Voting Shares will have on the market price of the Subordinate Voting Shares. Issuances of a substantial number of additional Subordinate Voting Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Subordinate Voting Shares. With any additional issuance of Subordinate Voting Shares, our investors will suffer dilution to their voting power and economic interest.
Sales of substantial amounts of Subordinate Voting Shares by our existing shareholders in the public market may have an adverse effect on the market price of the Subordinate Voting Shares.
Sales of a substantial number of Subordinate Voting Shares in the public market could occur at any time. These sales, or the perception in the market that holders of a large number of shares intend to sell shares, or the availability of such securities for sale, could adversely affect the prevailing market prices for the Subordinate Voting Shares. If all or a substantial portion of our Multiple Voting Shares are converted into Subordinate Voting Shares, the potential for sales of substantial numbers of Subordinate Voting Shares may increase. A decline in the market prices of the Subordinate Voting Shares could impair our ability to raise additional capital through the sale of securities should we desire to do so.
The market price for the Subordinate Voting Shares has been and is likely to continue to be volatile.
The market price for the Subordinate Voting Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which will be beyond our control, including, but not limited to, the following: (i) actual or anticipated fluctuations in our quarterly results of operations; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of companies in the cannabis industry; (iv) additions or departures of our executive officers and other key personnel; (v) release or expiration of transfer restrictions on our issued and outstanding shares; (vi) regulatory changes affecting the cannabis industry generally and our business and operations; (vii) announcements by us and our competitors of developments and other material events; (viii) fluctuations in the costs of vital production materials and services; (ix) changes in global financial markets and global economies and general market conditions, such as interest rates and pharmaceutical product price volatility, as well as disruptions to health crisis (such as the COVID-19 pandemic), severe weather events, or armed conflicts (such as the conflict between Ukraine and Russia or Israel and Hamas); significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; (xi) operating and share price performance of other companies that investors deem comparable to us or from a lack of market comparable companies; (xii) false or negative reports issued by individuals or companies who have taken aggressive short sale positions; and (xiii) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in our industry or target markets.
Financial markets have experienced significant price and volume fluctuations that have affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of those companies. Accordingly, the market price of the Subordinate Voting Shares may decline even if our operating results, underlying asset values or prospects have not changed.
These factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted, and the trading price of the Subordinate Voting Shares could be materially adversely affected.
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There may not be sufficient liquidity in the markets for our Subordinate Voting Shares.
Our Subordinate Voting Shares are listed for trading on the CSE under the trading symbol “TRUL” and on the OTCQX Best Market under the symbol “TCNNF.” The liquidity of any market for the shares of our Subordinate Voting Shares will depend on a number of factors, including:
•The number of shareholders;
•our operating performance and financial condition;
•the market for similar securities;
•the extent of coverage by securities or industry analysts; and
•the interest of securities dealers in making a market in the shares.
Risks Related to Being a Public Company
We are subject to increased costs as a result of being a U.S. reporting company.
As a public issuer, we are subject to the reporting requirements and rules and regulations under the applicable Canadian securities laws and rules of any stock exchange on which our securities may be listed from time to time. In addition, we became subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder on February 4, 2021. Additional or new regulatory requirements may be adopted in the future. The requirements of existing and potential future rules and regulations will increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming or costly and may also place undue strain on our personnel, systems and resources, which could adversely affect our business, financial condition, and results of operations.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity
Trulieve recognizes the critical importance of developing, implementing, and maintaining cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of the data we produce and collect.
Managing Material Risks & Overall Risk Management
We have a cross-departmental approach to addressing cybersecurity risk, including input from our employees, senior management, and the Audit Committee of our Board of Directors (the “Board”). We devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats promptly and effectively.
We have a set of Company-wide cybersecurity policies and procedures and continue building these important document libraries. Management approves initial policies and reviews them periodically for updates and changes. Our cybersecurity program follows the internationally recognized risk framework, ISO 27001. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a multi-faceted cybersecurity strategy based on prevention, detection, and mitigation. The Company continues to work to ensure that our cybersecurity risks fully integrate into the Company’s overall risk management approach.
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The use of these third-party providers is regularly reviewed and monitored by the appropriate members of management. We conduct thorough assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards.
Risks from Cybersecurity Threats
Governance
Item 2. Properties.
As of December 31, 2025, the Company operated 233 dispensaries in eight U.S. states and operated 15 cultivation and processing facilities in seven U.S. states. Substantially all of our dispensaries are leased. The cultivation, processing and related facilities provide us with approximately 4 million square feet of production space. Certain owned properties are subject to commercial mortgages. Refer to Note 10. Long-Term Borrowings to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on our mortgages. The Company believes its facilities are suitable and adequate to meet its current needs. The Company's corporate headquarters is located in Tallahassee, Florida.
Item 3. Legal Proceedings.
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There are no actual or, to our knowledge, contemplated legal proceedings material to Trulieve or in which any of our property is the subject matter.
In September 2025, the IRS issued Revenue Agent Reports proposing assessment of taxes, interest, and penalties for some of the Company's subsidiaries that were under audit. Trulieve has submitted protests to dispute those proposed liabilities before the IRS Independent Office of Appeals. Based on an analysis of the facts, information and circumstances available as of December 31, 2025, Trulieve believes that it is more likely than not that the Company will prevail in its position. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of December 31, 2025. The proposed tax and interest amounts were previously included in the Company's uncertain tax position liabilities; however, the total penalty amount proposed, approximately $38.1 million, is not included in the Company's uncertain tax position. The Company believes the proposed penalties are without merit and will contest them vigorously.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Trading Price and Volume
The Subordinate Voting Shares are traded on the CSE under the symbol “TRUL.” The following table sets forth trading information pulled from Bloomberg for the Subordinate Voting Shares for the periods indicated.
| Period | Low Trading Price (C$) | High Trading Price (C$) | Volume (#) | |||||||||||||||||
Year Ended December 31, 2025 | ||||||||||||||||||||
Fourth Quarter (December 31, 2025) | $ | 6.65 | $ | 15.32 | 32,395,434 | |||||||||||||||
Third Quarter (September 30, 2025) | 5.20 | 12.45 | 35,409,714 | |||||||||||||||||
Second Quarter (June 30, 2025) | 4.55 | 6.80 | 19,091,683 | |||||||||||||||||
First Quarter (March 31, 2025) | 5.39 | 8.58 | 21,155,087 | |||||||||||||||||
Year Ended December 31, 2024 | ||||||||||||||||||||
Fourth Quarter (December 31, 2024) | $ | 6.36 | $ | 18.76 | 40,815,079 | |||||||||||||||
Third Quarter (September 30, 2024) | 11.45 | 16.50 | 14,098,433 | |||||||||||||||||
Second Quarter (June 30, 2024) | 11.68 | 19.75 | 24,724,882 | |||||||||||||||||
First Quarter (March 31, 2024) | 6.87 | 16.78 | 35,357,296 | |||||||||||||||||
Source: Bloomberg.
The Subordinate Voting Shares are also traded on the OTCQX under the symbol “TCNNF.” The following table sets forth trading information pulled from Bloomberg for the Subordinate Voting Shares for the periods indicated.
| Period | Low Trading Price ($) | High Trading Price ($) | Volume (#) | |||||||||||||||||
Year Ended December 31, 2025 | ||||||||||||||||||||
Fourth Quarter (December 31, 2025) | $ | 4.76 | $ | 11.12 | 55,143,942 | |||||||||||||||
Third Quarter (September 30, 2025) | 3.84 | 9.07 | 42,599,853 | |||||||||||||||||
Second Quarter (June 30, 2025) | 3.23 | 4.94 | 20,580,175 | |||||||||||||||||
First Quarter (March 31, 2025) | 3.79 | 5.99 | 30,108,338 | |||||||||||||||||
Year Ended December 31, 2024 | ||||||||||||||||||||
Fourth Quarter (December 31, 2024) | $ | 4.49 | $ | 13.60 | 40,082,954 | |||||||||||||||
Third Quarter (September 30, 2024) | 8.50 | 12.20 | 20,574,200 | |||||||||||||||||
Second Quarter (June 30, 2024) | 8.50 | 14.37 | 34,447,639 | |||||||||||||||||
First Quarter (March 31, 2024) | 5.16 | 12.40 | 35,994,864 | |||||||||||||||||
Source: Bloomberg.
The OTCQX market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Holders of Record
As of December 31, 2025, there were approximately 342 shareholders of record of our Subordinate Voting Shares and 14 holders of record of our Multiple Voting Shares.
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Dividends
We have not declared dividends or distributions on Subordinate Voting Shares in the past. We currently intend to reinvest all future earnings to finance the development and growth of our business. As a result, we do not intend to pay dividends on Subordinate Voting Shares in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on the financial condition, business environment, operating results, capital requirements, any contractual restriction on the payment of dividends and any other factors the board deems relevant.
Stock Performance Graph
The following performance graph and related information is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such a filing: the SEC requires the Company to include a line graph presentation comparing cumulative five year stock returns with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company. The Company has chosen to use the Russell 2000 Index as the broad-based index.
The graph compares the cumulative total shareholder return on our Subordinate Voting Shares (Ticker: TCNNF) with the comparative cumulative total return of the Russell 2000 Index and our selected peer group, assuming an initial investment of $100 in cash, with reinvestment of any dividends, from December 31, 2020 through December 31, 2025. The returns of each company in the peer group have been weighted to reflect their market capitalization. The returns shown are based on historical results and are not intended to suggest future performance. The total return on our Subordinate Voting Shares was (73)% during the performance period, as compared with a total return during the same period of (80)% for the market-cap weighted average return of our selected peer group, and 34% for the Russell 2000 Index.
Our selected peer group is comprised of:
•Cresco Labs Inc. (Ticker: CRLBF)
•Curaleaf Holdings Inc. (Ticker: CURLF)
•Green Thumb Industries Inc. (Ticker: GTBIF)
•Verano Holdings Corp. (Ticker: VRNOF) - first publicly traded in 2022 and reweighed to the peer group
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Recent Sales of Unregistered Securities
None.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this Annual Report on Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. You should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” contained in this Annual Report on Form 10-K.
Overview
Trulieve is a vertically integrated cannabis company and multi-state operator with operations in nine states. Headquartered in Tallahassee, Florida, we are the largest cannabis retailer in the United States with market leading retail operations in Arizona, Florida, Georgia, Pennsylvania, and West Virginia. We are committed to delivering exceptional customer experiences through elevated service and high-quality branded products. We aim to be the brand of choice for medical and adult-use customers in all of the markets that we serve. The Company operates in highly regulated markets that require expertise in cultivation, manufacturing, and retail. We have developed proficiencies in each of these functional areas and are passionate about expanding access to regulated cannabis products through advocacy, education and expansion of our distribution network.
All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio, have already launched programs legalizing the sale of adult-use cannabis products. Trulieve operates its business through its owned subsidiaries which hold licenses in the states in which they operate. In Texas, Trulieve was granted conditional approval for a dispensing organization license under the Texas Compassionate Use Program.
As of December 31, 2025, we operated the following:
| State | Number of Dispensaries | Number of Cultivation and Processing Facilities | ||||||||||||
| Florida | 162 | 5 | ||||||||||||
| Arizona | 22 | 3 | ||||||||||||
| Pennsylvania | 21 | 3 | ||||||||||||
| West Virginia | 10 | 1 | ||||||||||||
| Ohio | 8 | — | ||||||||||||
| Georgia | 6 | 1 | ||||||||||||
| Maryland | 3 | 1 | ||||||||||||
| Connecticut | 1 | — | ||||||||||||
| Colorado | — | 1 | ||||||||||||
| Total | 233 | 15 | ||||||||||||
Components of Results of Continuing Operations
Revenue
Revenue is primarily derived from cannabis and cannabis related products we cultivate, process, distribute, and sell to our customers and through our wholesale distribution channels.
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Cost of Goods Sold and Gross Profit
Gross profit includes revenue less the costs directly attributable to the cultivation and production of cannabis and from wholesale purchases made from other licensed producers within the markets in which the Company operates. Costs of goods sold include the costs directly attributable to the production of inventory and amounts incurred in the cultivation and manufacturing process of finished goods, such as flower, concentrates, and edibles, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes depreciation and amortization of property and equipment associated with cultivation and production, allocations of rent, administrative salaries, utilities, and related costs. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in margins over comparative periods as the regulatory environment changes.
Selling, General, and Administrative
Selling, general, and administrative expenses primarily consist of personnel costs to manage and staff our dispensaries, other operating dispensary costs such as facility expenses, advertising, and marketing programs for our products. These expenses also include salaries, incentive compensation and benefits for administrative personnel, professional service costs such as legal, accounting, and acquisition-related fees, campaign and political contributions, and other general corporate expenses including travel, office supplies, monthly services, facilities and occupancy, insurance, and director fees. As we continue to expand and open additional dispensaries, gain additional customers, and support our growth initiatives, we expect these expenses to continue to increase.
Depreciation and Amortization
Depreciation and amortization consists of depreciation of property and equipment, right-of-use assets, and amortization of intangible assets, including cannabis licenses and internally developed software.
Total Other Expense, Net
Total other expense, net consists primarily of interest expense, interest income on money market accounts, time deposits, and notes receivable, the interest rate swap, the provision for credit losses recorded on non-operating notes receivable, the loss or gain recognized on sales of non-operating assets, and loss or gain on debt extinguishments.
Provision for Income Taxes
Provision for income taxes is calculated using the asset and liability method. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The IRS has taken the position that Section 280E of the IRC precludes cannabis companies from deducting any business expenses other than amounts properly categorized as costs of goods sold. The Company has taken a position that Section 280E of the IRC does not preclude it from deducting ordinary and necessary business expenditures on its tax returns.
Results of Continuing Operations
This section of this Annual Report on Form 10-K generally discusses fiscal year 2025 and 2024 items and year-to-year comparisons between the years ended 2025 and 2024 for continuing operations, except as noted. Refer to Note 22. Discontinued Operations to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional financial information related to our discontinued operations.
For the comparison of fiscal years 2024 and 2023, refer to Part II, Item 7 "Management's discussion and analysis of financial condition and results of operations" on Form 10-K for our fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025, under the subheadings "Year Ended December 31, 2024 Compared to Year Ended December 31, 2023," "Management's Use of Non-GAAP Measures" and "Liquidity and Capital Resources".
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Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
| 2025 | 2024 | 2025 vs. 2024 | ||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Consolidated Statements of Operations Data | Amount | Amount | Amount Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 1,181,180 | $ | 1,186,490 | $ | (5,310) | (0.4) | % | ||||||||||||||||||
| Cost of goods sold | 470,013 | 470,745 | (732) | (0.2) | % | |||||||||||||||||||||
| Gross profit | 711,167 | 715,745 | (4,578) | (0.6) | % | |||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Selling, general, and administrative | 445,212 | 510,451 | (65,239) | (12.8) | % | |||||||||||||||||||||
| Depreciation and amortization | 117,633 | 112,806 | 4,827 | 4.3 | % | |||||||||||||||||||||
| Impairments and other charges, net of (recoveries) | 4,827 | (5,292) | 10,119 | 191.2 | % | |||||||||||||||||||||
| Total expenses | 567,672 | 617,965 | (50,293) | (8.1) | % | |||||||||||||||||||||
Income from operations | 143,495 | 97,780 | 45,715 | 46.8 | % | |||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||
| Interest expense, net | (63,453) | (62,193) | (1,260) | (2.0) | % | |||||||||||||||||||||
Interest income | 14,520 | 14,678 | (158) | (1.1) | % | |||||||||||||||||||||
| Loss on debt extinguishments, net | (1,723) | — | (1,723) | — | % | |||||||||||||||||||||
Other expense, net | (1,366) | (7,551) | 6,185 | 81.9 | % | |||||||||||||||||||||
Total other expense, net | (52,022) | (55,066) | 3,044 | 5.5 | % | |||||||||||||||||||||
Income before provision for income taxes | 91,473 | 42,714 | 48,759 | 114.2 | % | |||||||||||||||||||||
Provision for income taxes | 208,109 | 197,589 | 10,520 | 5.3 | % | |||||||||||||||||||||
Net loss from continuing operations | (116,636) | (154,875) | 38,239 | 24.7 | % | |||||||||||||||||||||
Net loss from discontinued operations, net of tax (provision) benefit of $(209) and $0, respectively | (5,612) | (5,702) | 90 | 1.6 | % | |||||||||||||||||||||
Net loss | $ | (122,248) | $ | (160,577) | $ | 38,329 | 23.9 | % | ||||||||||||||||||
| Percentage of Revenue | 2025 | 2024 | ||||||||||||||||||||||||
Cost of goods sold | 39.8 | % | 39.7 | % | ||||||||||||||||||||||
| Gross profit | 60.2 | % | 60.3 | % | ||||||||||||||||||||||
| Selling, general, and administrative | 37.7 | % | 43.0 | % | ||||||||||||||||||||||
Revenue
Revenue for the year ended December 31, 2025 was $1.18 billion, a decrease of $5.3 million, or 0.4%, from $1.19 billion for the year ended December 31, 2024. The decrease was primarily driven by a $18.4 million decrease in retail revenue offset by a $13.1 million increase in wholesale and other revenue.
The increase in wholesale and other revenue was driven primarily by new and expanded relationships with wholesale partners, resulting in higher wholesale revenue in Maryland, Ohio, and Pennsylvania.
The decrease in retail revenue was driven by price compression, partially offset by higher traffic and units sold in the current period. The increase in traffic and units sold was partially driven by higher retail sales in the current period in Ohio due to Ohio being a medical-only market in the prior year comparative period and an adult-use and medical market in the current period.
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Cost of Goods Sold and Gross Profit
Cost of goods sold for the year ended December 31, 2025 was $470.0 million, a decrease of $0.7 million, or 0.2%, from $470.7 million for the year ended December 31, 2024. Cost of goods sold as a percentage of revenue was 39.8% for the year ended December 31, 2025 as compared to 39.7% for the year ended December 31, 2024. Gross profit for the year ended December 31, 2025 was $711.2 million, a decrease of $4.6 million, or 0.6%, from $715.7 million for the year ended December 31, 2024. Gross profit as a percentage of revenue was 60.2% for the year ended December 31, 2025 as compared to 60.3% for the year ended December 31, 2024. Gross margin will continue to fluctuate period to period depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.
Selling, General, and Administrative Expense
Selling, general, and administrative expense for the year ended December 31, 2025 was $445.2 million, a decrease of $65.2 million, or 12.8%, from $510.5 million for the year ended December 31, 2024. The decrease in current‑period expenditures compared to the prior period primarily reflects a reduction in campaign and political contributions, totaling $66.1 million in 2025 versus $117.5 million in 2024, in addition to general operating expense reductions.
Depreciation and Amortization Expense
Depreciation and amortization expense for the year ended December 31, 2025 was $117.6 million, an increase of $4.8 million, or 4.3%, from $112.8 million for the year ended December 31, 2024. The increase was primarily attributable to higher amortization expense driven by continued investments in internal-use software.
Impairment and Other Charges, Net of (Recoveries)
Impairment and other charges, net of recoveries for the year ended December 31, 2025 was a loss of $4.8 million compared to a gain of $5.3 million for the year ended December 31, 2024. In 2025, results reflected a loss due to asset disposal activities of underperforming assets offset by insurance recoveries. In 2024, we recognized insurance recoveries, which were partially offset by asset disposal activity.
Interest Expense, Net
Interest expense, net for the year ended December 31, 2025 was $63.5 million, an increase of $1.3 million, or 2.0%, from $62.2 million for the year ended December 31, 2024.
Interest Income
Interest income for the year ended December 31, 2025 was $14.5 million, a decrease of $0.2 million, or 1.1%, from $14.7 million for the year ended December 31, 2024.
Loss on debt extinguishments, net
Loss on debt extinguishments, net for the year ended December 31, 2025 was $1.7 million, compared to zero for the year ended December 31, 2024.
Other Expense, Net
Other expense, net was $1.4 million for the year ended December 31, 2025, a decrease of $6.2 million from other expense, net of $7.6 million for the year ended December 31, 2024. The change was primarily a result of the provision for credit losses recorded on non-operating notes receivable in 2024.
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Provision for Income Taxes
The provision for income taxes for the year ended December 31, 2025 was $208.1 million, an increase of $10.5 million, or 5.3%, from $197.6 million for the year ended December 31, 2024. The provision for income taxes as a percentage of gross profit was 29.3% for the year ended December 31, 2025, compared to 27.6% for the year ended December 31, 2024. The increase in tax expense for 2025 was driven by an increase in interest expense on uncertain tax positions and the one-time impact in 2024 of changing certain state tax filing methods which required a revaluation of deferred taxes in those states.
Management’s Use of Non-GAAP Measures
Our management uses a financial measure that is not in accordance with generally accepted accounting principles in the U.S., or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. This non-GAAP financial measure should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. EBITDA is calculated as net loss before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net loss before net interest expense, interest income, provision for income taxes and depreciation and amortization, which is then adjusted for certain contributions, such as campaign and political initiatives, items that we do not believe represent the operations of the core business such as acquisition, transaction and other non-recurring costs including major system changes, impairments and disposals of long-lived assets including goodwill, discontinued operations, share-based compensation, other income and expense items, and loss on debt extinguishments.
We report Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measure noted above is a metric that has been adjusted from the GAAP net loss measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net loss measure.
As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. A reconciliation of net loss, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA, has been included herein immediately following our discussion of “Adjusted EBITDA”.
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Adjusted EBITDA
Adjusted EBITDA was $427.3 million for the year ended December 31, 2025, an increase of $7.1 million, or 1.7%, from $420.2 million for the year ended December 31, 2024. Adjusted EBITDA as a percentage of revenue was 36.2% for the year ended December 31, 2025 as compared to 35.4% for the year ended December 31, 2024. The increase primarily resulted from expense control in our core business.
The following table presents a reconciliation of net loss attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:
Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
(in thousands) | |||||||||||
Net loss attributable to common shareholders | $ | (116,381) | $ | (155,105) | |||||||
| Add (deduct) impact of: | |||||||||||
Interest expense, net | 63,453 | 62,193 | |||||||||
| Interest income | (14,520) | (14,678) | |||||||||
| Provision for income taxes | 208,109 | 197,589 | |||||||||
| Depreciation and amortization | 117,633 | 112,806 | |||||||||
| Depreciation included in cost of goods sold | 55,770 | 53,564 | |||||||||
EBITDA (Non-GAAP) | 314,064 | 256,369 | |||||||||
| Impairment and other charges, net of (recoveries) | 4,827 | (5,292) | |||||||||
| Campaign and political contributions | 66,074 | 117,470 | |||||||||
| Acquisition, transaction, and other non-recurring costs | 13,167 | 18,228 | |||||||||
Share-based compensation | 20,466 | 20,202 | |||||||||
Loss on debt extinguishments, net | 1,723 | — | |||||||||
| Other expense, net | 1,366 | 7,551 | |||||||||
Discontinued operations, net of tax, attributable to common shareholders | 5,612 | 5,702 | |||||||||
| Total adjustments | 113,235 | 163,861 | |||||||||
Adjusted EBITDA (Non-GAAP) | $ | 427,299 | $ | 420,230 | |||||||
| Adjusted EBITDA (Non-GAAP) % of Revenue | 36.2 | % | 35.4 | % | |||||||
Liquidity and Capital Resources
Sources of Liquidity
Since our inception, we have funded our operations and capital spending through cash flows from product sales, third-party debt, proceeds from the sale of our capital stock and loans from affiliates and entities controlled by our affiliates. We are generating cash from operations and are deploying our capital reserves to acquire and develop assets capable of producing additional revenues to support our business growth when advisable. Our current principal sources of liquidity are our cash and cash equivalents provided by our operations as well as debt and equity offerings. The Company has generated, and expects to continue to generate, additional cash from operations. Cash and cash equivalents consist primarily of cash on deposit with banks and money market funds.
Our primary uses of cash are for working capital requirements, capital expenditures, debt service payments, and income tax payments. Additionally, we may use cash to support cannabis market expansion related initiatives, such as Smart & Safe Florida, which we contributed to in both 2024 and 2025. Working capital is used principally for personnel expenses as well as costs related to the cultivation, processing and distribution of our products. Our capital expenditures consist primarily of additional cultivation and processing facilities and retail dispensaries, and improvements to existing facilities to support the long-term growth in markets with adult-use catalysts as well as investments in technology infrastructure.
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As of December 31, 2025, cash and cash equivalents were $255.5 million. We believe our existing cash balances and short-term investments will be sufficient to meet our anticipated cash requirements from the date of filing of this Annual Report on Form 10-K through at least the next 12 months. Any additional future requirements would likely be funded through the following sources of capital:
•Cash from ongoing operations,
•Debt or equity financings.
Cash Flows
The consolidated statements of cash flows include continuing operations and discontinued operations. The table below highlights our cash flows for the years ended December 31:
| 2025 | 2024 | ||||||||||
(in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 272,821 | $ | 271,484 | |||||||
Net cash provided by (used in) investing activities | 13,501 | (206,615) | |||||||||
| Net cash used in financing activities | (270,497) | (33,439) | |||||||||
Net increase in cash and cash equivalents | $ | 15,825 | $ | 31,430 | |||||||
Cash Flows - Operating Activities
Net cash provided by operating activities was $272.8 million for the year ended December 31, 2025, an increase of $1.3 million, compared to $271.5 million in net cash provided by operating activities during the year ended December 31, 2024.
Cash Flows - Investing Activities
Net cash provided by investing activities was $13.5 million for the year ended December 31, 2025, a change of $220.1 million, compared to $206.6 million in net cash used in investing activities for the year ended December 31, 2024. The change was primarily driven by certificates of deposit entered into in the third quarter of 2024 which matured in the first quarter of 2025. Additionally, higher proceeds from asset sales and a reduction in capital expenditures in the current period contributed to the change in net cash provided by investing activities.
Cash Flows - Financing Activities
Net cash used in financing activities was $270.5 million for the year ended December 31, 2025, an increase of $237.1 million, compared to $33.4 million in net cash used in financing activities for the year ended December 31, 2024. The change is primarily attributable to $383.9 million of debt retirement partially offset by $140.0 million debt issuance in 2025. This was partially offset by a $12.2 million tax payment made in 2024 related to a one‑time net share settlement of RSUs for two executive officers, as well as costs associated with a consolidated VIE settlement transaction.
Balance Sheet Exposure
As of December 31, 2025 and 2024, substantially all of our consolidated balance sheets are exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. We believe our operations are in material compliance with all applicable state and local laws, regulations, and licensing requirements in the states in which we operate. However, cannabis remains illegal under U.S. federal law. For information about risks related to U.S. cannabis operations, please refer to the “Risk Factors” section of this Annual Report on Form 10-K.
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Contractual Obligations
As of December 31, 2025, we had the following contractual obligations to make future payments, representing material contracts and other commitments that are known and committed:
| <1 Year | 1 to 3 Years | 3 to 5 Years | >5 Years | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Private placement notes | $ | — | $ | — | $ | 140,000 | $ | — | $ | 140,000 | |||||||||||||||||||
| Notes payable | 4,077 | 92,038 | — | — | 96,115 | ||||||||||||||||||||||||
| Operating lease liabilities | 26,849 | 52,751 | 47,445 | 80,237 | 207,282 | ||||||||||||||||||||||||
| Finance lease liabilities | 17,316 | 32,012 | 25,510 | 27,129 | 101,967 | ||||||||||||||||||||||||
| Construction finance liabilities | 23,801 | 49,659 | 51,985 | 243,687 | 369,132 | ||||||||||||||||||||||||
| Other | 1,716 | 3,547 | 3,692 | 5,971 | 14,926 | ||||||||||||||||||||||||
Total (1) | $ | 73,759 | $ | 230,007 | $ | 268,632 | $ | 357,024 | $ | 929,422 | |||||||||||||||||||
(1)Includes liabilities due in relation to our discontinued operations and excludes $668.4 million of uncertain tax position liabilities as we cannot make a reasonably reliable estimate of the period of potential cash settlement with the respective taxing authorities. | |||||
For additional information on our commitments for financing arrangements, future lease payments, lease guarantees, uncertain tax position, and other obligations, see Item 8, Note 10. Long-Term Borrowings, Note 11. Leases, Note 12. Construction Finance Liabilities, Note 16. Income Taxes, Note 22. Discontinued Operations, and Note 20. Commitments And Contingencies.
As of the date of this Annual Report on Form 10-K, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of, including, and without limitation, such considerations as liquidity and capital resources.
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Critical Accounting Estimates
Our consolidated financial statements have been prepared in conformity with GAAP. In preparation of these consolidated financial statements, our management is required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Management considers an accounting judgment, estimate, or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates, and assumptions could have a material impact on the consolidated financial statements. Our significant accounting policies are described in Note 3. Summary Of Significant Accounting Policies to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.
In preparation of these consolidated financial statements, management applied critical estimates and assumptions while determining the valuation of inventory, estimating uncertain tax provisions, and performing impairment assessments on long-lived assets and goodwill.
Inventory Valuation
In accordance with GAAP, we value inventory at the lower of cost or net realizable value. Our assessment of net realizable value is a critical accounting estimate due to the emerging and evolving cannabis industry, which makes it subject to significant fluctuations and uncertainty. These estimates rely on historical harvest data, expected plant survival, moisture‑loss assumptions, and production conversion metrics. Changes in these inputs can materially impact inventory valuation and cost of goods sold. Inventory valuation adjustments are reflected in cost of goods sold on the consolidated statements of operations.
Management uses available information at a point in time to determine net realizable value. The actual amount received on a sale could differ from the estimated value of inventory. In determining net realizable value, we consider several factors that require judgment, including expected future demand, future market conditions, and future selling prices.
Uncertain Tax Positions
Tax authorities have the ability to review and challenge matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of tax attributes. The ultimate resolution of such uncertainties could last several years. The Company utilizes internal and external expertise in interpreting tax laws to support the Company's tax positions and records uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. If management believes the likelihood of a tax position being sustained by a taxing authority is 50% or less, the position is not recognized.
The IRS has taken the position Section 280E of the IRC prevents cannabis companies from deducting any business expenses other than those properly included in cost of goods sold (e.g., costs associated with producing the products or costs of production). The Company has taken a position that Section 280E of the IRC does not preclude it from deducting ordinary and necessary business expenditures on its tax returns. As outlined in Item 3. Legal Proceedings, the Company believes its tax position is supportable and that it has substantive legal arguments. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of December 31, 2025. As a result, as of December 31, 2025, $630.3 million in uncertain tax positions were recorded for the Company's tax positions while $38.1 million related to other matters.
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Impairment Assessments
The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends. In accordance with Accounting Standards Codification ("ASC") 360-10, when evaluating long-lived assets with impairment indicators for potential impairment, we first compare the carrying value of the asset to its estimated undiscounted cash flows. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value.
Goodwill is allocated at the date the goodwill is initially recorded. We have one operating segment and reporting unit, and evaluate goodwill for impairment as one singular reporting unit. We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of a triggering event, such as substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization. The Company applies the guidance in ASC 350 Intangibles - Goodwill and Other which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. In performing Step Zero for the Company’s goodwill impairment test, the Company is required to make assumptions and judgments including but not limited to the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, trending of the Company's share price and the resulting market capitalization of the Company, and the overall future financial performance of its reporting unit and future opportunities in the markets in which we operate. If impairment indicators are present after performing Step Zero, the Company would perform a quantitative impairment analysis to estimate the fair value of goodwill.
The quantitative impairment test requires judgment, including the identification of reporting units, the assignment of assets, liabilities, and goodwill to reporting units, and the determination of fair value of each reporting unit. The impairment test requires the comparison of the fair value of a reporting unit with the carrying amount, including goodwill. If the Company concludes a quantitative impairment test is required, the Company would review fair value techniques for the most appropriate technique, generally applying the market approach as the Company is publicly traded and has a single reporting unit. Application of the market approach requires the Company to estimate fair value based upon multiples of comparable public companies. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, as well as assessing comparable market multiples in estimating the fair value of the reporting unit. In addition, the Company may utilize control premiums which are obtained from transactions of comparable publicly traded companies to calculate a reasonable control premium. The reporting unit may be at risk of failing the quantitative impairment test if it has a fair value that is not substantially in excess of the carrying amount at the assessment date.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Banking Risk
Notwithstanding that a majority of states have legalized medical cannabis, there has been no change in U.S. Federal banking laws related to the deposit and holding of funds derived from activities related to the cannabis industry. Given that U.S. Federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the cannabis industry. Consequently, businesses involved in the cannabis industry often have difficulty accessing the U.S. banking system and traditional financing sources. The inability to open bank accounts with certain institutions may make it difficult to operate our Company, its subsidiaries and investee companies, and leaves their cash holdings vulnerable. We have banking relationships in all jurisdictions in which we operate. Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions in excess of federally insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and financial position.
Market Risk
Strategic and operational risks arise if we fail to carry out business operations and/or to raise sufficient equity and/or debt financing. These strategic opportunities or threats arise from a range of factors that might include changing economic and political circumstances and regulatory approvals and competitor actions. The risk is mitigated by consideration of other potential development opportunities and challenges which management may undertake.
Credit Risk
Management does not believe that the Company has significant credit risk related to its customers, as the Company’s revenue is generated primarily through cash transactions. The Company deals almost entirely with on demand sales and does not have any material wholesale agreements as of December 31, 2025. The Company reviews its trade receivable accounts and notes receivable regularly and reduces amounts to their expected realizable values by adjusting the allowance for credit losses when management determines that the account may not be fully collectable. The Company applies ASC 326 Financial Instruments – Credit Losses for the measurement of expected credit losses, which uses an expected loss allowance model for all trade and notes receivables. The Company has adopted standardized credit policies and performs assessments in an effort to minimize those risks.
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet our financial obligations associated with financial liabilities. We manage liquidity risk through the management of our capital structure. Our approach to managing liquidity is to ensure that we will have sufficient liquidity to settle obligations and liabilities when due.
Asset Forfeiture Risk
Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property were never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.
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Interest Rate Risk
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. Our debt exposes us to risk of fluctuations in interest rates. Fixed rate debt, where the interest rate is fixed over the life of the instrument, exposes us to changes in market interest rates reflected in the fair value of the debt and to the risk that we may need to refinance maturing debt with new debt at higher rates. Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates. We manage our debt portfolio to achieve an overall desired proportion of fixed and floating rate debts and may employ interest rate swaps ("Swaps") as a tool from time to time to achieve that position. To manage our interest rate risk exposure, we entered into one Swap contract during the year ended December 31, 2022, to hedge the floating rate term loans. Changes in market interest rates impact the fair value of our Swap contract, which was a liability totaling $1.6 million as of December 31, 2025. In addition to our private placement notes payable and long-term debt, we also have lease obligations and construction finance liabilities that bare interest. Interest rates on existing leases and construction finance liabilities typically do not change unless there is a modification to an underlying agreement. See Item 7, Liquidity and Capital Resources, and Item 8 of this Annual Report on Form 10-K for additional information.
Concentration Risk
Our operations are substantially located in Florida and to a lesser extent Arizona and Pennsylvania. Should economic conditions deteriorate, or competitive pressure intensify within that region, our results of operations and financial position would be negatively impacted. In addition, extreme weather events and natural disasters in areas where operations are concentrated would similarly negatively impact the business.
General Economic Risk
Our operations could be affected by the economic context should the unemployment level, interest rates or inflation reach levels that influence consumer trends and spending and, consequently, impact our sales and profitability.
Inflation Risk
Rising inflation could have an adverse impact on expenses, as these costs could increase at a higher rate than revenues. Our costs are subject to fluctuations, particularly due to changes in the prices of raw product and packaging materials and the costs of labor, transportation and energy. Inflation pressures could also result in increases in these input costs. Therefore, our business results depend, in part, on our continued ability to manage these fluctuations through pricing actions, cost saving projects and sourcing decisions, while maintaining and improving margins and market share. Failure to manage these fluctuations could adversely impact our results of operations or cash flows. In addition, unfavorable macroeconomic conditions, such as a recession or continued slowed economic growth, could negatively affect consumer demand for cannabis products, which consequently, may negatively affect the results of operations. Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of cannabis products, negatively impacting our net sales and margins. Softer consumer demand for cannabis products could reduce our profitability and could negatively affect our overall financial performance.
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Item 8. Consolidated Financial Statements and Supplementary Data
TRULIEVE CANNABIS CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Audited Financial Statements | Page | ||||
Report of Independent Registered Public Accounting Firm (PCAOB ID No. | 48 | ||||
Report of Independent Registered Public Accounting Firm (PCAOB ID No. | 51 | ||||
Consolidated Balance Sheets | 52 | ||||
Consolidated Statements of Operations | 53 | ||||
Consolidated Statements of Changes in Equity | 54 | ||||
Consolidated Statements of Cash Flows | 55 | ||||
Notes to Consolidated Financial Statements | 56 | ||||
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Trulieve Cannabis Corp.
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Trulieve Cannabis Corp. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in equity, and cash flows for the fiscal years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the entity’s consolidated financial statements and an opinion on the entity’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that responds to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Valuation of Inventory
Description of the Matter
As described in Notes 3 and 6 to the consolidated financial statements, as of December 31, 2025, the Company had an inventory balance of $242.3 million that was comprised of raw materials (including cannabis plants, packaging and supplies), work in process, and finished goods. Inventory is valued at the lower of cost or net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal, and transportation for inventories in process. Costs of internally produced inventory are determined using the weighted-average cost method. The Company periodically reviews its inventory and identifies that which is excess, slow moving, and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand. Any identified excess, slow moving, and obsolete inventory is written down to its net realizable value through a charge to cost of goods sold.
We identified the valuation of inventory as a critical audit matter because of the significance of this balance sheet account, the significant assumptions management makes with regards to its valuation of inventory, and the increased extent of effort required in performing our audit procedures to evaluate the reasonableness of management’s assumptions and estimates.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the inventory valuation process. For example, we tested controls over management’s review of the inventory valuation calculations, as well as management’s assumptions and the underlying data used in the calculations.
To test inventory valuation, our procedures included, among others, the following:
•Evaluating the appropriateness of the Company’s methodologies, significant assumptions, and underlying data and inputs used in valuing inventory by comparing significant assumptions used by management to historical information, independent calculations, and evidence obtained in other areas of the audit,
•Evaluating the appropriateness of the Company’s methodologies, significant assumptions, and underlying data and inputs used by management in their assessment of net realizable value and their estimated reserve for excess, slow moving, and obsolete inventory by comparing significant assumptions used by management to historical information, independent calculations, current selling prices and costs, and evidence obtained in other areas of the audit,
•Performing observations of the Company’s physical inventory counts, including independent test counts thereon, and
•Testing the accuracy of the Company’s calculations and assessing the completeness and accuracy of the underlying data used in the calculations.
Evaluation of Uncertain Tax Position Liabilities
Description of the Matter
As described in Notes 3 and 16 to the consolidated financial statements, as of December 31, 2025, the Company had uncertain tax position liabilities of $668.4 million, which consisted primarily of $630.3 million related to the Company’s tax position that Section 280E of the Internal Revenue Code (“IRC”) does not preclude it from deducting ordinary and necessary business expenditures related to its production of inventory with the remaining $38.1 million related to other matters. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has a 50% or less likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are recorded in the provision for income taxes on the consolidated statements of operations.
We identified the evaluation of uncertain tax positions as a critical audit matter because the evaluation of whether a tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions can be complex and involves significant auditor judgment. Management’s evaluation of uncertain tax positions is based on interpretations of tax laws and legal rulings, and may be impacted by regulatory changes and judicial and examination activity, including judgments about re-measuring liabilities for positions taken in prior years’ tax returns in light of new information.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the process to determine uncertain tax positions. For example, we tested controls over management’s process to assess the technical merits of its uncertain tax positions, including controls over: the assessment as to whether a tax position is more likely than not to be sustained; the measurement of the uncertain tax position, both initially and on an ongoing basis; and the development of the related disclosures.
To test the uncertain tax position liabilities account, our procedures included, among others, the following:
•Involving tax professionals in assessing the technical merits of certain of the Company’s tax positions,
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•Obtaining and examining the Company’s analysis related to tax positions and evaluating the underlying facts upon which the tax positions are based,
•Evaluating developments in the applicable regulatory environments to assess potential effects on the Company’s positions, including recent developments in case law, changes in tax law and regulations, and rulings by the tax authority,
•Analyzing the appropriateness of the Company’s assumptions and the accuracy of the Company’s calculations and assessing the completeness and accuracy of the underlying data used to determine the amount of uncertain tax position liabilities to recognize, and
•Evaluating the Company’s income tax disclosures in relation to these matters.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2024.
February 26, 2026
PCAOB ID Number 100
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Trulieve Cannabis Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Trulieve Cannabis Corp. (the “Company”) as of December 31, 2023, the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum LLP
We served as the Company’s auditor from 2021 to March 2024
February 29, 2024, except for Segment Reporting & Reporting Units in Note 3, as to which date is February 27, 2025
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TRULIEVE CANNABIS CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Income tax receivable | |||||||||||
Prepaid expenses | |||||||||||
Other current assets | |||||||||||
| Notes receivable - current portion, net | |||||||||||
| Assets associated with discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Right of use assets - operating, net | |||||||||||
| Right of use assets - finance, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Notes receivable, net | |||||||||||
| Other assets | |||||||||||
| Long-term assets associated with discontinued operations | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Notes payable - current portion | |||||||||||
| Operating lease liabilities - current portion | |||||||||||
| Finance lease liabilities - current portion | |||||||||||
| Construction finance liabilities - current portion | |||||||||||
| Contingencies | |||||||||||
| Liabilities associated with discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-Term Liabilities: | |||||||||||
| Private placement notes, net | |||||||||||
| Notes payable, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Finance lease liabilities | |||||||||||
| Construction finance liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Uncertain tax position liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Long-term liabilities associated with discontinued operations | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
Commitments and contingencies (see Note 20) | |||||||||||
| EQUITY | |||||||||||
Common stock, | $ | $ | |||||||||
| Additional paid-in-capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Non-controlling interest | ( | ( | |||||||||
| TOTAL EQUITY | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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TRULIEVE CANNABIS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share data)
The accompanying notes are an integral part of these consolidated financial statements.
| For the Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Expenses: | |||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Impairment and other charges, net of (recoveries) | ( | ||||||||||||||||
| Impairment of goodwill | |||||||||||||||||
| Total expenses | |||||||||||||||||
| Income (loss) from operations | ( | ||||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense, net | ( | ( | ( | ||||||||||||||
Interest income | |||||||||||||||||
(Loss) gain on debt extinguishments, net | ( | ||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||
| Total other expense, net | ( | ( | ( | ||||||||||||||
Income (loss) before provision for income taxes | ( | ||||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ||||||||||||||
Net loss from discontinued operations, net of tax (provision) benefit of $( | ( | ( | ( | ||||||||||||||
| Net loss | ( | ( | ( | ||||||||||||||
| Less: net loss attributable to non-controlling interest from continuing operations | ( | ( | ( | ||||||||||||||
Less: net loss attributable to non-controlling interest from discontinued operations | ( | ||||||||||||||||
| Net loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | |||||||||||
Earnings Per Share | |||||||||||||||||
| Net loss per share - Continuing operations: | |||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | |||||||||||
| Net loss per share - Discontinued operations: | |||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | |||||||||||
| Weighted average number of common shares used in computing net loss per share: | |||||||||||||||||
| Basic and diluted | |||||||||||||||||
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TRULIEVE CANNABIS CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except for share data)
| Multiple Voting Shares | Subordinate Voting Shares | Total Common Shares | Additional Paid-in- Capital | Accumulated Deficit | Non- Controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares issued under share compensation plans | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of equity awards | — | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to subsidiary non-controlling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Consideration for purchase of variable interest entity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Deconsolidation of variable interest entity | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Divestment of variable interest entity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares issued under share compensation plans | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of equity awards | — | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to subsidiary non-controlling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Conversion of Multiple Voting to Subordinate Voting Shares | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Redeemed non-controlling interest, former mezzanine equity | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares issued pursuant to full redemption of non-controlling interests | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Consolidated VIE settlement transaction | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares issued under share compensation plans | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of equity awards | — | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to subsidiary non-controlling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Consolidated VIE settlement transaction | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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TRULIEVE CANNABIS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For the Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash flows from operating activities | |||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Depreciation included in cost of goods sold | |||||||||||||||||
| Loss (gain) on debt extinguishments, net | ( | ||||||||||||||||
| Impairment and other charges, net of (recoveries) | ( | ||||||||||||||||
| Impairment of goodwill | |||||||||||||||||
| Share-based compensation | |||||||||||||||||
| Deferred income taxes | ( | ( | ( | ||||||||||||||
| (Gain) loss from disposal of discontinued operations | ( | ||||||||||||||||
| Other non-cash changes | |||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Accounts receivable | ( | ( | |||||||||||||||
| Other assets | ( | ||||||||||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||||||||
| Income tax receivable / payable | ( | ( | |||||||||||||||
| Other liabilities | ( | ( | ( | ||||||||||||||
| Uncertain tax position liabilities | |||||||||||||||||
| Proceeds received from insurance for operating expenses | |||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash flows from investing activities | |||||||||||||||||
| Purchases of property and equipment | ( | ( | ( | ||||||||||||||
| Purchases of internal use software | ( | ( | ( | ||||||||||||||
| Purchases of short-term investments | ( | ||||||||||||||||
| Maturities of short-term investments | |||||||||||||||||
| Other purchase and payments | ( | ( | ( | ||||||||||||||
| Other proceeds | |||||||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||||||||
| Cash flows from financing activities | |||||||||||||||||
| Proceeds from private placement notes | |||||||||||||||||
| Payments on long-term borrowings | ( | ( | ( | ||||||||||||||
| Payments for debt issuance costs | ( | ||||||||||||||||
| Payments for taxes related to net share settlement of equity awards | ( | ( | ( | ||||||||||||||
| Other payments and distributions | ( | ( | ( | ||||||||||||||
| Other proceeds | |||||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||||||||
| Cash and cash equivalents of discontinued operations, beginning of period | |||||||||||||||||
| Less: cash and cash equivalents of discontinued operations, end of period | ( | ||||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | $ | ||||||||||||||
The consolidated statements of cash flows include continuing operations and discontinued operations for the periods presented.
TRULIEVE CANNABIS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
For the Years Ended December 31, | |||||||||||||||||
| Supplemental disclosure of cash flow information | 2025 | 2024 | 2023 | ||||||||||||||
| Cash paid during the period for | |||||||||||||||||
| Interest | $ | $ | $ | ||||||||||||||
| Income taxes paid, net of (refunds) | ( | ||||||||||||||||
| Noncash investing and financing activities | |||||||||||||||||
| ASC 842 lease additions - operating and finance leases | $ | $ | $ | ||||||||||||||
| Purchases of property and equipment in accounts payable and accrued liabilities | |||||||||||||||||
| Reclassification of assets to held for sale | |||||||||||||||||
| Operating license intangible placed into service, transfer from other assets | |||||||||||||||||
| Redeemed non-controlling interest, former mezzanine equity | |||||||||||||||||
| Redemptions of non-controlling interest | |||||||||||||||||
| Noncash partial extinguishment of construction finance liability | |||||||||||||||||
The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the totals shown in the consolidated statements of cash flows for the periods presented:
For the Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Beginning of year: | |||||||||||||||||
Cash and cash equivalents (1) | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | $ | ||||||||||||||
| End of year: | |||||||||||||||||
Cash and cash equivalents (2) | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | $ | ||||||||||||||
(1)Excludes cash associated with discontinued operations totaling $ | |||||
(2)Excludes cash associated with discontinued operations totaling $ | |||||
The accompanying notes are an integral part of these consolidated financial statements.
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TRULIEVE CANNABIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS
Trulieve Cannabis Corp. together with its subsidiaries (“Trulieve", the “Company”) was incorporated in British Columbia, Canada. Trulieve is a vertically integrated cannabis company which, as of December 31, 2025, held and operated under licenses in Arizona, Colorado, Connecticut, Florida, Georgia, Maryland, Ohio, Pennsylvania, and West Virginia, to cultivate, produce, distribute, and sell medicinal-use cannabis products, and with respect to Arizona, Colorado, Connecticut, Maryland, and Ohio, adult-use cannabis products. The Company's operations are substantially located in Florida and to a lesser extent Arizona and Pennsylvania.
In addition to the states listed above, the Company also conducts activities in other markets. In these markets, the Company has either applied for licenses, plans on applying for licenses, or partners with other entities, but does not currently directly own any cultivation, production, or retail licenses. Further, the Company also holds licenses in states in which it is no longer currently operating due to discontinuing operations and other strategic reasons.
The Company’s principal address is located in Tallahassee, Florida. The Company’s registered office is located in British Columbia.
The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 25, 2018, under the ticker symbol “TRUL” and trades on the OTCQX market under the symbol “TCNNF”.
Regulatory compliance
The Company’s compliance with state and other rules and regulations may be reviewed by state and federal agencies. If the Company fails to comply with these regulations, the Company could be subject to loss of licenses, substantial fines or penalties, and other sanctions.
NOTE 2. BASIS OF PRESENTATION
Principles of consolidation
The accompanying consolidated financial statements for the years ended December 31, 2025, 2024, and 2023 include the financial position and operations of Trulieve Cannabis Corp. and its subsidiaries. The consolidated financial statements were prepared in accordance with GAAP and include the assets, liabilities, revenue, and expenses of all consolidated subsidiaries and variable interest entities for which the Company has determined it is the primary beneficiary. Outside shareholders' interests in subsidiaries are shown on the consolidated financial statements as non-controlling interests. Intercompany balances and transactions are eliminated in consolidation.
A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for in accordance with the relevant accounting guidance.
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Accounting Estimates and Judgments
Discontinued Operations
Basis of Measurement
These consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.
Functional Currency
The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars.
Reclassifications
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash, Cash Equivalents, and Short-Term Investments
The Company’s cash and cash equivalents, primarily consists of bank deposits, cash on hand, and money market funds. The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are recorded at fair value. Cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value.
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Investments not considered cash equivalents and with maturities of one year or less are classified as short-term investments. Short-term investments consist of certificates of deposit with original maturity dates greater than three months and less than twelve months. The classification is determined at the time of purchase. The short-term investments are classified as held-to-maturity and recorded at amortized cost. If the cost of an individual investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company's intent and ability to hold the investment. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established.
Restricted Cash
Accounts Receivable and Notes Receivable
The Company has adopted standardized credit policies and performs assessments in an effort to minimize credit losses. Accounts receivable and notes receivable are recorded at their net realizable value, which is management’s best estimate of the cash that will ultimately be received from customers and third parties, respectively. The Company reviews the balances regularly and when management determines they may not be fully collectible, the balances are reduced to their expected net realizable value using an expected credit loss allowance model in accordance with ASC 326 Financial Instruments – Credit Losses.
Inventories
Inventories are comprised of raw materials (including cannabis plants, packaging and supplies), work in process, and finished goods. Inventory is valued at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal, and transportation for inventories in process. Costs of internally produced inventory are determined using the weighted-average cost method.
Costs incurred during the growing and production process are capitalized as incurred to the extent that accumulated cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Fixed costs associated with abnormal production volume are expensed as incurred.
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Property and Equipment
Property and equipment are measured at cost less accumulated depreciation. Depreciation is recognized on a straight-line basis over the following estimated useful lives:
| Asset Type | Estimated Useful Life | |||||||
| Land | Not depreciated | |||||||
| Land improvements | ||||||||
| Buildings & improvements | ||||||||
| Furniture & equipment | ||||||||
| Vehicles | ||||||||
| Construction in progress | Not depreciated | |||||||
| Leasehold improvements | The lesser of the remaining life of the lease or the estimated useful life of the asset | |||||||
Intangible Assets
Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in business combinations are measured at fair value at the acquisition date. The estimated useful lives, residual values, and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively. Intangible assets are amortized using the straight-line method over their estimated useful lives with no estimated residual values. Any renewal costs for licenses are expensed as incurred.
Internal-Use Software
The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Further, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality or extend the assets useful life. Amortization of such costs commences when the project is substantially completed and ready for its intended use. Capitalized software development costs are classified as intangible assets, net on the consolidated balance sheets. Intangible assets are amortized using the straight-line method over their estimated useful lives.
Held for Sale Assets
The Company classifies long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally the Company's Board of Directors ("the Board") or certain Executive Officers, commit to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs with the gain or loss on disposal recognized in the consolidated statements of operations. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses, and interest expense continues to be recognized until the date of disposal.
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Leases
The Company enters into leases in the normal course of business, primarily for retail space, production facilities, corporate offices, and equipment used in the production and sale of its products. Lease terms for real estate generally range from to ten years . Most leases include options to renew for varying terms at the Company’s sole discretion. Other leased assets include passenger vehicles, trucks, and equipment. Lease terms for these assets generally range from to five years . At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company's accounting policy is to not recognize right-of-use assets and lease liabilities for leases with a lease term of 12 months or less. Instead lease payments for these leases are recognized as lease expense on a straight-line basis over the lease term.
The Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right-of-use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents. The right-of-use asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company has lease agreements that contain both lease and non-lease components. For lease agreements entered into or reassessed after the adoption of ASC 842, Leases, the Company elected to combine lease and non-lease components for all classes of assets.
For finance leases, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, the right-of-use asset is amortized on a straight-line basis and the interest expense is recognized on the lease liability using the effective interest method. For operating leases, lease expense is recognized on a straight-line basis over the term of the lease and presented as a single charge in the consolidated statements of operations.
The lease term at the lease commencement date is determined based on the noncancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considers a number of factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before an option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to the Company's operations, costs to negotiate a new lease, any contractual or economic penalties, and the economic value of leasehold improvements.
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Failed Sales-Leasebacks (Construction Finance Liabilities)
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following as of December 31:
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Trade accounts payable | $ | $ | |||||||||
Nontrade accrued liabilities (1) | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Non income taxes payable | |||||||||||
| Other | |||||||||||
| Total accounts payable and accrued liabilities | $ | $ | |||||||||
(1)Nontrade accrued liabilities includes recurring accruals for items including but not limited to: interest, utilities, and insurance. | |||||
Financial Instruments
The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.
Derivative Financial Instruments
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Earnings Per Share
Basic earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and the incremental shares issuable upon conversion of similar instruments.
Revenue Recognition
The Company generates revenue from the sale of cannabis and cannabis related products. Revenue is recognized in accordance with ASC 606 Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those goods or services. Our revenue excludes sales, use, and excise-based taxes collected and is reported net of sale discounts. Revenue associated with any unsatisfied performance obligation is deferred until the obligation is satisfied (i.e., when control of a product is transferred to the customer).
Revenues are primarily derived from retail and wholesale sales, which are recognized when control of the goods has transferred to the customer and collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligation has been fulfilled under the terms of the related sales contract.
Deferred Revenue
Cost of Goods Sold
Income Taxes
The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
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Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has a 50% or less likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are recorded in provision for income taxes on the consolidated statements of operations.
The IRS has taken the position that IRC section 280E prevents cannabis companies from deducting any business expenses other than those included in the cost of goods sold. The Company has taken a position that Section 280E of the IRC does not preclude it from deducting ordinary and necessary business expenses on its tax returns. As outlined in Item 3. Legal Proceedings, the Company believes its tax position is supportable and that it has substantive legal arguments. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of December 31, 2025.
Advertising Costs
Share Based Compensation
The company awards stock options and restricted stock units ("RSUs") to board members, officers, and certain management employees of the Company. All share-based payments are measured using a fair-value based method. The Company accounts for forfeitures as they occur. Share based compensation costs are recognized in the consolidated statements of operations using the graded-vesting method over the award term.
Stock Options
The fair value of stock options is estimated using the Black-Scholes option pricing model. Assumptions used in the model include:
•Expected term - the expected term represents the period of time in years that options granted are expected to be outstanding and is computed using the simplified method as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate.
•Expected volatility - the Company estimates expected volatility using the historical volatility of the Company. In cases where there is insufficient trading history, the expected volatility is estimated using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public.
•Expected annual rate of dividends - is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
•Risk free annual interest rate - based on the United States bond yield rate at the time of grant using the expected term of the award.
Restricted Stock Units
Business Combinations and Goodwill
The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.
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Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations.
Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received.
Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans and, therefore, no corresponding allowance for loan losses is recorded for such loans at acquisition.
Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.
Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Non-controlling Interest
Long-Lived Asset Impairment Assessment
The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends.
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In accordance with ASC 360, when evaluating long-lived assets with impairment indicators for potential impairment, the Company first compares the carrying value of the asset to its estimated undiscounted cash flows. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset, an impairment loss is calculated. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. The Company recognizes an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value.
Segment Reporting & Reporting Units
Management has determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. Specifically, performance is continuously monitored at the consolidated level as the Company is engaged in essentially the same business, which consists of cultivation, production, and sale of cannabis products, either for medicinal-use and/or adult-use, depending on applicable state laws and regulations. The CODM evaluates the financial performance of the Company primarily by evaluating revenue (as disclosed on the consolidated statements of operations), adjusted EBITDA (a non-GAAP measure), and cash provided by operating activities (as disclosed on the consolidated statements of cash flows) to assess the Company's results and in the determination of allocating resources. The CODM may use disaggregated revenue metrics to evaluate product pricing, store count, and customer retention, among other things. Adjusted EBITDA and cash provided by operating activities are reviewed to assess allocation of resources. The significant expenses reviewed by the CODM are cost of goods sold, selling, general, and administrative expenses as presented on the consolidated statements of operations.
Goodwill & Goodwill Impairment Assessment
Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired. Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. Examples of such events and circumstances that the company considers include the following:
•Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;
•Industry and market considerations such as a deterioration in the environment in which the company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the company's products or services, or a regulatory or political development;
•Cost factors such as increases in inventory, labor, or other costs that have a negative effect on earnings and cash flows;
•Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;
•Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation;
•Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and
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•A sustained decrease in share price (considered in both absolute terms and relative to peers).
In order to determine that the value of goodwill may have been impaired, the Company applies the guidance in ASC 350 Intangibles - Goodwill and Other, which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. The Company performs the Step Zero assessment to determine that it was more-likely-than-not if the reporting unit’s carrying value is less than the fair value, indicating the potential for goodwill impairment. A number of factors, including historical results, business plans, forecasts, market data, and a reasonable control premium are used to determine the fair value of the reporting unit. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.
The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable.
When the Company employs the market approach in its goodwill impairment testing, the Company estimates the fair value based upon multiples of comparable public companies. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, as well as assessing comparable market multiples in estimating the fair value of the reporting unit.
For the Company's 2025 annual impairment test, the Company performed a Step Zero assessment reviewing the factors listed above, including but not limited to historical results, business plans, forecasts, market data, and a reasonable control premium.
Discontinued Operations
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Recently Adopted Accounting Pronouncements
ASU 2023-09 In December 2023, FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) ("ASU 2023-09"). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. Refer to the "Income Taxes" section below in this Note 16. Income Taxes.
Recently Issued Accounting Pronouncements
Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board ("FASB") did not or are not expected by management to have a material effect on the Company’s present or future financial statements or disclosures.
ASU 2024-03 In November 2024, FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.
ASU 2025-05 - In July 2025, the FASB issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides a practical expedient for estimating credit losses on current accounts receivable and contract assets arising from revenue transactions under Accounting Standards Codification ("ASC") 606, including those acquired in business combinations. Entities may assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. The guidance is effective for interim and annual periods beginning after December 15, 2025, and is to be adopted prospectively. We are currently evaluating the impact of this guidance, but do not expect it to have a material effect on our consolidated financial statements.
ASU 2025-06 - In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendment modernizes the accounting for internal-use software by removing references to prescriptive development stages and introducing a principles-based capitalization framework. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. We are currently evaluating the impact of this guidance, but do not expect it to have a material effect on our consolidated financial statements.
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NOTE 4. ACCOUNTS RECEIVABLE
Accounts receivable, net consisted of the following as of December 31:
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Trade receivables | $ | $ | |||||||||
| Less: allowance for credit losses | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
The following table presents the changes in allowance for credit losses on accounts receivable for the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Balance, beginning of year | $ | ( | $ | ( | $ | ( | ||||||||||||||
Charged to costs and expenses | ( | ( | ||||||||||||||||||
Write-offs | ||||||||||||||||||||
Balance, end of year | $ | ( | $ | ( | $ | ( | ||||||||||||||
NOTE 5. NOTES RECEIVABLE
The Company's notes receivable are secured by certain assets with maturities through September 2032 and consisted of the following as of December 31:
| 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Total notes receivable | $ | $ | ||||||||||||
| Less: allowance for credit losses | ( | ( | ||||||||||||
| Less: current portion of notes receivable | ( | ( | ||||||||||||
| Notes receivable, net | $ | $ | ||||||||||||
| Weighted-average effective interest rate | % | % | ||||||||||||
During the years ended December 31, 2025, 2024, and 2023, the Company recorded interest income on its notes receivable of $0.7 million, $1.2 million, and $1.2 million, respectively, to interest income on the consolidated statements of operations.
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NOTE 6. INVENTORIES
Inventories are comprised of the following as of December 31:
| 2025 | 2024 | ||||||||||
(in thousands) | |||||||||||
| Raw materials | |||||||||||
| Cannabis plants | $ | $ | |||||||||
| Packaging and supplies | |||||||||||
| Total raw materials | |||||||||||
| Work in process | |||||||||||
Finished goods - unmedicated | |||||||||||
Finished goods - medicated | |||||||||||
| Total inventories | $ | $ | |||||||||
NOTE 7. PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following as of December 31:
| 2025 | 2024 | ||||||||||
(in thousands) | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Furniture and equipment | |||||||||||
| Vehicles | |||||||||||
| Construction in progress | |||||||||||
| Total property and equipment, gross | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Total property and equipment, net | $ | $ | |||||||||
The Company incurred the following related to property and equipment for the years ended December 31:
| Location on the consolidated statements of operations | 2025 | 2024 | 2023 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
| Capitalized interest | Interest expense | $ | $ | $ | ( | |||||||||||||||||||||
| Depreciation expense | Cost of goods sold | |||||||||||||||||||||||||
| Depreciation expense | Depreciation and amortization | |||||||||||||||||||||||||
| Loss on impairment and disposals, net | Impairment and other charges, net of (recoveries) | |||||||||||||||||||||||||
NOTE 8. INTANGIBLE ASSETS
Intangible Assets
The Company's definite-lived intangible assets consisted of the following as of December 31:
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| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| Weighted Average Useful Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Licenses | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||||||||||||||||||||
| Internal use software | |||||||||||||||||||||||||||||||||||||||||
| Tradenames | |||||||||||||||||||||||||||||||||||||||||
| Total Intangible Assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Amortization expense for intangible assets totaled $83.3 million, $82.2 million, and $80.4 million for the years ended December 31, 2025, 2024, and 2023, respectively, and recorded in depreciation and amortization on the consolidated statements of operations.
The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2025:
| Estimated Amortization | ||||||||
| Year | (in thousands) | |||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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NOTE 9. HELD FOR SALE ASSETS
Held for sale assets primarily consists of property and are recorded in other current assets on the consolidated balance sheets. The following table outlines the changes in held for sales assets, December 31:
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
Balance, beginning of year | $ | $ | |||||||||
| Assets moved to held for sale | |||||||||||
| Impairments | ( | ( | |||||||||
| Assets sold | ( | ( | |||||||||
Balance, end of year | $ | $ | |||||||||
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NOTE 10. LONG-TERM BORROWINGS
Private Placement Notes
On December 17, 2025, the Company closed its private placement of 10.5 % Senior Secured Notes (the "2030 Notes") for aggregate gross proceeds of $140.0 million and net proceeds of $136.7 million. The Company intends to use the net proceeds of the offering for capital expenditures and other general corporate purposes. The 2030 Notes may be redeemed in whole or in part, at any time and from time to time, on or after December 17, 2027 at the applicable redemption price set forth in the second supplemental indenture governing the 2030 Notes.
Private placement notes payable consisted of the following as of December 31:
| 2025 | 2024 | Stated Interest Rate | Effective Interest Rate | Maturity Date | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| 2030 Notes | $ | $ | 12/17/2030 | ||||||||||||||||||||||||||
| 2026 Notes - Tranche One | 10/6/2026 | ||||||||||||||||||||||||||||
| 2026 Notes - Tranche Two | 10/6/2026 | ||||||||||||||||||||||||||||
| Total private placement notes | |||||||||||||||||||||||||||||
| Less: unamortized debt discount and issuance costs | ( | ( | |||||||||||||||||||||||||||
| Less: current portion of private placement notes | |||||||||||||||||||||||||||||
| Private placement notes, net | $ | $ | |||||||||||||||||||||||||||
The private placement note contains customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge certain assets, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements and a fixed charge ratio coverage, measured from time to time when certain conditions are met.
Interest expense incurred on private placement notes is recorded to interest expense, net on the consolidated statements of operations and was $29.4 million, $31.1 million, and $49.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
In January 2026, subsequent to year-end, the Company closed an additional private placement of the 2030 Notes. Additional information regarding this transaction is provided in Note 23. Subsequent Events.
Debt Extinguishments
On December 8, 2025, the Company completed the redemption of all $368.0 million principal amount of its outstanding 2026 Notes. Cash used for the redemption was approximately $372.8 million, which included the aggregate principal amount of the 2026 Notes being redeemed, plus accrued and unpaid interest to, but not excluding the redemption date of December 5, 2025. The Company recorded a loss on debt extinguishment of $1.6 million representing the difference between the reacquisition price and the net carrying amount of the debt as of extinguishment.
In 2023, the Company made an open market repurchase of certain of its 2026 Notes, that resulted in the extinguishment of $57.0 million in principal at a discount of 16.5 %. Cash consideration paid to repurchase the principal amount outstanding, excluding accrued interest, totaled $47.6 million, and the Company recognized a gain of $8.2 million on the extinguishment of debt.
In 2023, the Company completed two full early redemptions of its 2026 Notes with a cash payment of $130.0 million, excluding accrued interest, which represented a redemption price of 100 % of the principal amounts outstanding. The
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Company recorded a loss on debt extinguishment of $2.4 million representing the difference between the reacquisition price and the net carrying amount of the debt as of extinguishment.
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Notes Payable
Notes payable consisted of the following as of December 31:
| 2025 | 2024 | Stated Interest Rate | Effective Interest Rate | Maturity Date | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Mortgage Notes Payable | |||||||||||||||||||||||||||||
Notes dated December 21, 2022 (2) | $ | $ | (2) | 1/1/2028 | |||||||||||||||||||||||||
Notes dated December 22, 2023 (3) | 12/22/2028 | ||||||||||||||||||||||||||||
Notes dated December 22, 2022 (4) | 12/22/2032 | ||||||||||||||||||||||||||||
Notes dated October 1, 2021 (5) | 11/1/2027 | ||||||||||||||||||||||||||||
| Total mortgage notes payable | |||||||||||||||||||||||||||||
Promissory Notes Payable | |||||||||||||||||||||||||||||
Notes acquired in Harvest Acquisition in October 2021 (6) | (6) | (6) | (6) | ||||||||||||||||||||||||||
| Total promissory notes payable | |||||||||||||||||||||||||||||
Total notes payable (1) | |||||||||||||||||||||||||||||
| Less: debt discount | ( | ( | |||||||||||||||||||||||||||
| Less: current portion of notes payable | ( | ( | |||||||||||||||||||||||||||
| Notes payable, net | $ | $ | |||||||||||||||||||||||||||
(1) Notes payable are subordinated to the private placement notes. | |||||
(2) The mortgage note payable interest rate is a variable rate equal to the CME Term Secured Overnight Financing Rate ("SOFR") plus | |||||
(3) This mortgage note payable is pledged by all of the assets at this location and contains customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commenced on June 30, 2024 with quarterly or semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2023. | |||||
(4) The stated interest rate on the mortgage note payable was in effect until extinguishment. The promissory note was pledged by the real estate asset at this location. | |||||
(5) On November 15, 2022, the Company closed on the refinancing of the mortgage notes payable dated October 1, 2021 to extend the maturity date by | |||||
(6) | |||||
Interest expense incurred on notes payable is recorded to interest expense, net on the consolidated statements of operations and was $9.3 million, $9.7 million, and $8.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.
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Debt Extinguishments
On December 30, 2025, the Company fully repaid its Blue Ridge Bank mortgage note, originally due December 22, 2032, using $8.3 million from operations and $7.5 million in restricted escrow cash. The early payoff resulted in a $0.1 million loss on debt extinguishment, which is represented by deferred issuance costs that were written off through the debt extinguishment accounting.
Financial and Other Covenants
As noted above, certain long-term borrowing agreements contain various operating and financial covenants and as of December 31, 2025, the Company was in compliance with all such operating and financial covenants.
Maturities
Stated maturities of the principal portion of private placement notes and notes payable outstanding as of December 31, 2025 are as follows:
| Private Placement Notes | Notes Payable | Total Maturities | ||||||||||||||||||
| Year | (in thousands) | |||||||||||||||||||
| 2026 | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
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NOTE 11. LEASES
The following table presents the components of lease costs for the years ended December 31:
| Location on the consolidated statements of operations | 2025 | 2024 | 2023 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Operating lease cost | Cost of goods sold, selling, general, and administrative | $ | $ | $ | |||||||||||||||||||
| Finance lease cost: | |||||||||||||||||||||||
| Amortization of right-of-use assets | Cost of goods sold, depreciation and amortization | ||||||||||||||||||||||
| Interest on lease obligations | Interest expense | ||||||||||||||||||||||
| Variable lease cost | Cost of goods sold, selling, general, and administrative | ||||||||||||||||||||||
| Short-term lease expense | Cost of goods sold, selling, general, and administrative | ||||||||||||||||||||||
Total lease cost (1) | $ | $ | $ | ||||||||||||||||||||
(1) Total lease cost recorded in cost of goods sold on the consolidated statements of operations was $ | |||||
The following table presents supplemental cash flow information related to operating and finance leases for the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
(in thousands) | |||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | ||||||||||||||
| Operating cash flows from finance leases | |||||||||||||||||
| Financing cash flows from finance leases | |||||||||||||||||
| Non-cash activity related to lease liabilities | |||||||||||||||||
| Operating leases | $ | $ | $ | ||||||||||||||
| Finance leases | |||||||||||||||||
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The following table presents supplemental balance sheet information related to operating and finance leases as of December 31:
| 2025 | 2024 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted average discount rate | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
Future minimum lease payments under the Company's non-cancellable leases as of December 31, 2025 are as follows:
| Operating Leases | Finance Leases | Total Leases | ||||||||||||||||||
| Year | (in thousands) | |||||||||||||||||||
| 2026 | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total undiscounted lease liabilities | ||||||||||||||||||||
| Less: Interest | ( | ( | ( | |||||||||||||||||
| Total present value of minimum lease payments | ||||||||||||||||||||
| Lease liabilities - current portion | ( | ( | ( | |||||||||||||||||
| Lease liabilities | $ | $ | $ | |||||||||||||||||
The Company recorded a loss on disposal of right of use assets of $8.9 million, $0.5 million, and $5.7 million, for the years ended December 31, 2025, 2024 and 2023, respectively, resulting from the repositioning of assets, which were recorded in Impairment and other charges, net of (recoveries) on the consolidated statements of operations.
NOTE 12. CONSTRUCTION FINANCE LIABILITIES
Total construction finance liabilities were $136.2 million and $137.4 million as of December 31, 2025 and 2024, respectively. The contractual terms range from 10.0 years to 25.0 years with a weighted average remaining lease term of 15.0 years.
The Company recorded interest and accretion expense of $16.3 million, $16.4 million, and $16.4 million for the years ended December 31, 2025, 2024, and 2023, respectively, to interest expense, net on the consolidated statements of operations.
Future minimum lease payments for the construction finance liabilities as of December 31, 2025 are as follows:
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| Construction Finance Liabilities | ||||||||
| Year | (in thousands) | |||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future payments | ||||||||
| Less: Interest | ( | |||||||
| Total present value of minimum payments | ||||||||
| Construction finance liabilities - current portion | ( | |||||||
| Construction finance liabilities | $ | |||||||
NOTE 13. SHARE CAPITAL
The authorized share capital of the Company is comprised of the following:
(i)Unlimited number of Subordinate Voting Shares
Holders of the Subordinate Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares and Super Voting Shares.
(ii)Unlimited number of Multiple Voting Shares
Holders of Multiple Voting shares are entitled to notice of and to attend any meetings of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting shares for each Multiple Voting Share, subject to adjustment in certain events. Holders of Multiple Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares.
The Company's subordinate voting shares and multiple voting shares, as converted, are collectively referred to herein as common stock.
(iii)Unlimited number of Super Voting Shares
Holders of Super Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to
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vote. At each such meeting, holders of Super Voting Shares are entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). Holders of Super Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted to Subordinate Voting Share basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend is to be declared or paid on the Super Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Multiple Voting Shares. The initial “Conversion Ratio” for the Super Voting Shares is one Multiple Voting Share for each Super Voting Share, subject to adjustment in certain events. There were no
NOTE 14. SHARE BASED COMPENSATION
Equity Incentive Plans
The Company’s Third Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan, (the “Amended 2021 Plan”) was approved at the Company's annual meeting of shareholders on June 12, 2025. The Amended 2021 Plan reserves 29,500,000 Subordinate Voting Shares for issuance thereunder. The Amended 2021 Plan is administered by the Compensation Committee of the Board of Directors.
Stock Options
Stock options granted to board members immediately vest. Stock options granted to officers and certain management employees vest ratably over a three-year period, subject to continued employment through each anniversary, with a maximum contractual term of seven years .
The fair value of each option award at grant date was estimated using the Black-Scholes option-pricing model with the following assumptions made and resulting grant-date fair values during the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
Weighted-average grant-date fair value | $ | $ | $ | ||||||||||||||
Expected term (in years) | |||||||||||||||||
Expected volatility | |||||||||||||||||
Expected dividend yield | |||||||||||||||||
Risk-free annual interest rate | |||||||||||||||||
The following table summarizes the Company's stock option activity for the year ended December 31, 2025:
| Number of options | Weighted average exercise price | ||||||||||
Outstanding options, beginning of year | $ | ||||||||||
| Granted | |||||||||||
Exercised (1) | ( | ||||||||||
| Forfeited | ( | ||||||||||
Expired | ( | ||||||||||
Outstanding options, end of year (2) | $ | ||||||||||
Vested and exercisable options, end of year (3) | $ | ||||||||||
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(1) The total aggregate intrinsic value of options exercised was $ | |||||
(2) Outstanding options at the end of the year had a weighted average remaining contractual life of | |||||
(3) Vested and exercisable options at the end of the year had a weighted average remaining contractual life of | |||||
Restricted Stock Units
RSUs awarded to board members vest over a 30-day period. RSUs awarded to officers and certain management employees vest ratably over a two-year period subject to continued employment through each anniversary.
The following table summarizes the Company's RSU activity for the year ended December 31, 2025:
Restricted Stock Unit Activity | Number of restricted stock units | Weighted-average grant-date fair value | ||||||||||||
Unvested balance, beginning of year | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
Unvested balance, end of year | $ | |||||||||||||
The weighted-average grant date fair value of RSUs granted was $10.00 and $3.99 for the years ended December 31, 2024 and 2023, respectively. The fair value of RSUs vested totaled $14.1 million, $10.1 million and $2.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Share-Based Compensation Expense
The following table presents total share-based compensation expense for the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Statements of operations | (in thousands) | |||||||||||||||||||
| Cost of goods sold | $ | $ | $ | |||||||||||||||||
| Selling, general, and administrative | ||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | |||||||||||||||||
The total recognized income tax benefit was $0.7 million, $0.7 million, and nominal , for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, there was approximately $1.9 million and $15.5 million of total unrecognized compensation cost related to unvested stock options and unvested restricted stock units, respectively, both of which are expected to be recognized over a weighted-average service period of 1.3 years.
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NOTE 15. EARNINGS PER SHARE
The following is a reconciliation for the calculation of basic and diluted earnings per share for the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Numerator | (in thousands, except for per share data) | ||||||||||||||||
| Continuing operations | |||||||||||||||||
Net loss from continuing operations | $ | ( | $ | ( | $ | ( | |||||||||||
Less: net loss attributable to non-controlling interest from continuing operations | ( | ( | ( | ||||||||||||||
| Net loss from continuing operations available to common shareholders | $ | ( | $ | ( | $ | ( | |||||||||||
| Discontinued operations | |||||||||||||||||
| Net loss from discontinued operations, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||
| Less: net loss attributable to non-controlling interest | ( | ||||||||||||||||
| Net loss from discontinued operations, net of tax, attributable to common shareholders | $ | ( | $ | ( | $ | ( | |||||||||||
| Denominator | |||||||||||||||||
| Weighted average number of common shares outstanding - Basic and diluted | |||||||||||||||||
| Loss per share - Continuing operations | |||||||||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | $ | ( | |||||||||||
| Loss per share - Discontinued operations | |||||||||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | $ | ( | |||||||||||
Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Stock options | |||||||||||||||||
| Restricted share units | |||||||||||||||||
| Warrants | |||||||||||||||||
| Total shares excluded | |||||||||||||||||
As of December 31, 2025, there were approximately 192.3 0.2 million fully vested RSUs that are not contractually issuable until the earlier of a defined triggering event or the award anniversary date, either December 1, 2030, December 1, 2031 or December 1, 2032 .
On December 30, 2025 all of the Company's 9,496 warrants expired, and were unexercised.
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NOTE 16. INCOME TAXES
The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada) (the “ITA”) for Canadian income tax purposes. As a result, the Company is subject to taxation both in Canada and the United States.
Income before provision for income taxes after the adoption of ASU 2023-09 is as follows for the year ended December 31:
| 2025 | |||||
| (in thousands) | |||||
| Domestic | $ | ||||
| Foreign (income subject to taxation in Canada and U.S.) | ( | ||||
| Income (loss) before provision for income taxes | $ | ||||
Income Tax Provision
The components of the income tax provision include the following for the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| State | |||||||||||||||||
| Total current tax expense | $ | $ | $ | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | $ | ( | $ | ( | $ | ( | |||||||||||
| State | ( | ( | |||||||||||||||
| Total deferred tax expense | $ | ( | $ | ( | $ | ( | |||||||||||
| Total income tax expense | $ | $ | $ | ||||||||||||||
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A reconciliation of the Federal statutory income tax rate percentage to the effective tax rate after the adoption of ASU 2023-09 is as follows for the year ended December 31:
| 2025 | |||||||||||
| (in thousands) | |||||||||||
Amount | Percent | ||||||||||
| U.S. federal statutory tax rate | $ | % | |||||||||
State and local income taxes, net of federal income tax effect (1) | % | ||||||||||
| Nontaxable or nondeductible items | |||||||||||
| Political contributions | % | ||||||||||
| Stock compensation | % | ||||||||||
| Excess compensation | % | ||||||||||
| Other | ( | % | |||||||||
| Changes in unrecognized tax benefits, inclusive of interest and penalties | % | ||||||||||
| Other adjustments | ( | ( | % | ||||||||
| Effective tax rate | $ | % | |||||||||
(1) State taxes in Florida and Maryland made up the majority (greater than 50 percent) of the tax effect in this category for the year ended December 31, 2025. | |||||
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A reconciliation of the Federal statutory income tax rate percentage to the effective tax rate prior to the adoption of ASU 2023-09 was as follows for the years ended December 31:
| 2024 | 2023 | ||||||||||
| (in thousands) | |||||||||||
Income (loss) before income taxes | $ | $ | ( | ||||||||
| Federal statutory rate | % | % | |||||||||
Theoretical tax provision (benefit) | $ | $ | ( | ||||||||
| Effects of tax rates in foreign jurisdictions | $ | ( | $ | ||||||||
| State taxes | ( | ||||||||||
| Changes in state tax rates | |||||||||||
| Change in state tax filing methods | ( | ||||||||||
Uncertain tax position, inclusive of interest and penalties | |||||||||||
| Change in valuation allowance | |||||||||||
| Other | |||||||||||
| Tax effect of non-deductible expenses: | |||||||||||
| Goodwill impairment | |||||||||||
| Excess compensation | |||||||||||
| Stock compensation | ( | ||||||||||
| Campaign and political contributions | |||||||||||
| Non-controlling interest | |||||||||||
| Total non-deductible expenses | $ | $ | |||||||||
| Total income tax provision | $ | $ | |||||||||
Effective tax rates | % | ( | % | ||||||||
Deferred Income Taxes
Deferred income taxes consist of the following as of December 31:
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Deferred tax assets: | |||||||||||
| Lease liabilities | $ | $ | |||||||||
| Finance liabilities | |||||||||||
| Net operating losses | |||||||||||
Inventory reserves | |||||||||||
| Other deferred tax assets | |||||||||||
| Total deferred tax assets: | $ | $ | |||||||||
| Deferred tax liabilities: | |||||||||||
| Right of use assets | $ | ( | $ | ( | |||||||
| Intangible assets | ( | ( | |||||||||
Property and equipment | ( | ( | |||||||||
| Total deferred tax liabilities: | $ | ( | $ | ( | |||||||
| Valuation allowance | ( | ( | |||||||||
| Net deferred tax liability | $ | ( | $ | ( | |||||||
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Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the net operating loss carryforwards that may expire prior to their utilization has been recorded as of December 31, 2025. The following table outlines the changes in the valuation allowance for the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Balance, beginning of year | $ | ( | $ | ( | $ | ( | ||||||||||||||
Charged to costs and expenses | ( | ( | ( | |||||||||||||||||
Charged to other accounts | ( | |||||||||||||||||||
Balance, end of year | $ | ( | $ | ( | $ | ( | ||||||||||||||
As of December 31, 2025, the Company had $11.7 million of non-capital Canadian losses which expire from 2031 to 2045, $801.1 million of state net operating losses which expire from 2038 to 2045, $57.6 million of state net operating losses which have an indefinite carryforward period, and $118.9 million of U.S. federal net operating losses which have an indefinite carryforward period. The Company determined a valuation allowance was applicable to $11.7 million of non-capital Canadian losses, $2.0 million of US federal net operating losses, and $285.7 million of state net operating losses. The Company also determined that it is more likely than not that the benefit from $116.8 million of U.S. federal net operating losses and $569.9 million of state net operating losses will not be realized and therefore this amount has not been recorded.
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of unrecognized tax benefits:
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Balance, January 1 | $ | $ | |||||||||
| Reductions based on lapse of statute of limitations | ( | ||||||||||
| Reductions based on tax positions related to the prior years | ( | ||||||||||
Reductions based on refunds still outstanding | ( | ||||||||||
| Additions based on tax positions related to the current year | |||||||||||
| Additions based on refunds received related to prior years | |||||||||||
| Additions based on tax positions related to the prior years | |||||||||||
| Balance, December 31 | $ | $ | |||||||||
The Company and certain of its subsidiaries are currently under examination by the relevant taxing authorities for various tax years. Certain of these examinations include a review of the Company's tax positions based on legal interpretations that challenge the Company's tax liability under IRC 280E. With few exceptions, as of December 31, 2025, the Company is no longer subject to examination by tax authorities for years before 2020.
Uncertain Tax Positions
The IRS has taken the position that cannabis companies are subject to the limits of Internal Revenue Code ("IRC") Section 280E for U.S. federal income tax purposes. Under the IRS's interpretation of IRC Section 280E, cannabis companies are only allowed to deduct expenses directly and indirectly related to the production of inventory. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.
The Company has taken a position that Section 280E does not preclude it from deducting ordinary and necessary business expenditures on its tax returns. As outlined in Item 3. Legal Proceedings, the Company believes its tax position is supportable and that it has substantive legal arguments. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740. As a result, no reduction or elimination of the related uncertain tax
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position liability has been recognized as of December 31, 2025. As of December 31, 2025 and December 31, 2024, the Company recorded an uncertain tax liability in the consolidated balance sheets that reflects this tax position.
A reconciliation of the beginning and ending amount of uncertain tax position liabilities:
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
Balance, January 1 | $ | $ | |||||||||
| Reductions based on lapse of statute of limitations | ( | ||||||||||
| Additions based on tax positions related to the current year | |||||||||||
Additions based on tax positions related to the prior years | |||||||||||
Additions based on refunds received related to prior years | |||||||||||
| Reclass tax payment on account | |||||||||||
Interest recorded in income tax expense, net of reversals (1) | |||||||||||
Balance, December 31 (2) (3) | $ | $ | |||||||||
(1)Amounts represent the interest recorded on uncertain tax positions during the respective years which are recorded in the provision for income taxes on the consolidated statements of operations. | |||||
(2)The Company has taken a position that IRC Section 280E does not preclude it from deducting ordinary and necessary business expenditures on its tax returns. As outlined in Item 3. Legal Proceedings, the Company believes its tax position is supportable and that it has substantive legal arguments. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of December 31, 2025. As of December 31, 2025, $ | |||||
(3) The ending balance includes accrued interest of $ | |||||
In September 2025, the IRS issued Revenue Agent Reports proposing assessment of taxes, interest, and penalties for some of the Company's subsidiaries that were under audit. Trulieve has submitted protests to dispute those proposed liabilities before the IRS Independent Office of Appeals. As outlined in Item 3. Legal Proceedings, the Company believes its tax position is supportable and that it has substantive legal arguments. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of December 31, 2025. The proposed tax and interest amounts were previously included in the Company's uncertain tax position liabilities; however, the total penalty amount proposed, approximately $38.1 million, is not included in the Company's uncertain tax position. The Company believes the proposed penalties are without merit and will contest them vigorously.
Income Taxes Paid
The amounts of cash income taxes paid by the Company after the adoption of ASU 2023-09 were as follows:
| 2025 | ||||||||
| (in thousands) | ||||||||
| Federal | $ | ( | ||||||
| Columbus, Ohio | ||||||||
| Florida | ( | |||||||
| Maryland | ||||||||
| Pennsylvania | ||||||||
| Other | ||||||||
| Total income taxes paid, net of refunds | $ | |||||||
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NOTE 17. VARIABLE INTEREST ENTITIES
The Company has entered into certain agreements in several states with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, and has determined these to be variable interest entities for which it is the primary beneficiary and/or holds a controlling voting equity position. The Company holds an ownership interest in these entities ranging from 0 % to 95 % either directly or through a proxy as of December 31, 2025.
The Company consolidates these entities due to the other holder’s equity investment being insufficient to finance its activities without additional subordinated financial support and the Company meeting the power and economics criteria. In particular, the Company controls the management decisions and activities most significant to certain VIEs, has provided a significant portion of the subordinated financial support provided to date, and holds membership interests exposing the Company to the risk of reward and/or loss. The Company allocates income and cash flows of the VIEs based on the outstanding ownership percentage in accordance with the underlying operating agreements, as amended. The Company has consolidated all identified variable interest entities for which the Company is the primary beneficiary in the accompanying consolidated financial statements.
The summarized assets and liabilities of the Company's consolidated VIEs in which the Company does not hold a majority interest are presented in the table below as of December 31 and include third-party assets and liabilities of the Company's VIEs only and exclude intercompany balances that were eliminated in consolidation.
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Current assets: | |||||||||||
| Cash | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Total current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
Consolidated VIE Settlement Transaction
In 2024, the Company entered into a settlement agreement with the non-controlling interest holders of consolidated VIEs in Ohio in which the Company acquired the remaining ownership interest in dispensary businesses and agreed to provide funding and operational support for a cultivation and production business with new unrelated third parties.
The Company re-evaluated the VIEs after settlement and concluded that the Company continues to be the primary beneficiary of the cultivation and production business and there are no longer variable interests in the dispensary businesses as the Company increased its ownership to 100%. As a result, the Company accounted for this settlement as an equity transaction in accordance with ASC 810-10.
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Redeemed Non-Controlling Interests
In 2024, the Company fully redeemed non-controlling interests and issued 1,787,372 Subordinate Voting Shares in a series of redemptions of non-controlling interests which increased the Company's ownership in the VIE from 46 % as of December 31, 2023 to 100 % as of December 31, 2024. The transactions were recorded as equity transactions as the Company increased its ownership in an already consolidated VIE without loss of control. The redemptions included a $3.0 million subscription fee and a net $1.9 million impact recorded to additional paid-in-capital on the consolidated balance sheets.
NOTE 18. RELATED PARTIES
The Company rents an asset from an entity that is directly owned in part by the Company’s Chief Executive Officer and Chair of the board of directors. The expense related to the use of this asset was $0.3 million and $0.3 million for the years ended December 31, 2025 and 2024, respectively, and recorded to selling, general, and administrative expenses on the consolidated statements of operations.
The Company leases a cultivation facility and corporate office facility from an entity that is indirectly owned by the Company's Chief Executive Officer and Chair of the board of directors, a former member of the Company's board of directors, and a member of the Company's board of directors.
The Company had the following related parties operating leases on the consolidated balance sheets, under ASC 842, as of December 31:
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Right-of-use assets, net | $ | $ | |||||||||
| Lease liabilities: | |||||||||||
| Lease liabilities - current portion | $ | $ | |||||||||
| Lease liabilities | |||||||||||
| Total related parties lease liabilities | $ | $ | |||||||||
Lease expense recognized on leases with related parties was $0.2 million, $0.2 million, and $0.2 million for the years ended December 31, 2025, 2024, and 2023, respectively and recorded to cost of goods sold and general and administrative expenses on the consolidated statements of operations.
NOTE 19. REVENUE DISAGGREGATION
Revenue is comprised of the following for the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Retail | $ | $ | $ | ||||||||||||||
Wholesale and other | |||||||||||||||||
| Total revenue | $ | $ | $ | ||||||||||||||
NOTE 20. COMMITMENTS AND CONTINGENCIES
Operating Licenses
Although the possession, cultivation, and distribution of cannabis is permitted for medical and/or adult use in the states in which the Company operates, cannabis is a Schedule-I controlled substance and its use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal
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law regarding cannabis would likely result in the Company’s inability to proceed with the Company's business plans. In addition, the Company’s assets, including cash and cash equivalents, real property, equipment, and other goods, could be subject to asset forfeiture because cannabis is still federally illegal.
Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of December 31, 2025, and 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated statements of operations. There are also no proceedings in which any of the Company’s directors, officers, or affiliates has a material interest adverse to the Company’s interest.
Contingencies
The Company records contingent liabilities with respect to litigation on various claims in which it believes a loss is probable and can be estimated. As of December 31, 2025, and 2024, $0.8 million and $6.3 million, respectively, was included in contingent liabilities on the consolidated balance sheets related to pending litigation.
An acquisition in 2021 included a contingency providing for an additional $5.0 million in consideration which is contingent on the enactment, adoption or approval of laws allowing for adult-use cannabis in Pennsylvania. No
Financial Instruments
The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions in excess of federally insured limits.
Money Market Funds
Money market funds are included within cash and cash equivalents on the Company’s consolidated balance sheets. Interest income from money market funds was $13.7 million, $11.5 million, and $4.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, which was recorded in interest income on the consolidated statements of operations.
Certificates of Deposit
The Company's certificates of deposit are included within short-term investments on the Company's consolidated balance sheets and are classified as held-to-maturity securities as the Company intends to hold until their maturity dates. The certificates of deposit matured in January 2025. Interest income from certificates of deposit was $0.1 million, and $1.9 million for the year ended December 31, 2025, and 2024, which was recorded in interest income on the consolidated statements of operations.
Interest Rate Swap
In 2022, the Company entered into an interest rate swap contract ("VNB Swap") for the purpose of hedging the variability of interest expense and interest payments on the Company's long-term variable rate debt. The VNB Swap was entered into in conjunction with four promissory term notes of a total corresponding amount. The four promissory term notes were priced at the SOFR, as defined in the agreement plus 3.00 %, per annum. The VNB Swap effectively fixes the floating SOFR-based interest of the SOFR-based debt to 7.53 % per annum until maturity on January 1, 2028.
The fair value of the interest rate swap liability is recorded in other long-term liabilities on the consolidated balance sheets. As of December 31, 2025 and 2024, the notional value was $66.5 million and $68.4 million, respectively.
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Fair Value Measurements
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
| Level 1 – | Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; | ||||
| Level 2 – | Inputs other than quoted prices in active markets, which are observable for the asset or liability, either directly or indirectly; and | ||||
| Level 3 – | Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. | ||||
Recurring Fair Value Measurements
The fair values of financial instruments measured on a recurring basis by class are as follows as of December 31:
Fair Value Hierarchy Level (1) | 2025 | 2024 | |||||||||||||||
| Financial Assets: | |||||||||||||||||
Money market funds (2) | Level 1 | $ | $ | ||||||||||||||
Certificates of deposit (3) | Level 1 | ||||||||||||||||
| Total financial assets | $ | $ | |||||||||||||||
| Financial Liabilities: | |||||||||||||||||
Interest rate swap (4) | Level 2 | $ | $ | ||||||||||||||
(1)There were no transfers between hierarchy levels. | |||||
(2)As short-term, highly liquid investments readily convertible to known amounts of cash, their carrying values approximate fair value. | |||||
(3)They are valued using inputs based on industry standard data and due to their short maturities, their amortized cost approximates fair value. | |||||
(4)The fair value is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. | |||||
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company's assets and liabilities are subject to nonrecurring fair value measurements, such as property, goodwill, and intangible assets. If events or indicators occur that require an impairment assessment, impairment charges may be recorded to reduce the assets to fair value.
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company's assets and liabilities are subject to nonrecurring fair value measurements, such as property, goodwill, and intangible assets. If events or indicators occur that require an impairment assessment, impairment charges may be recorded to reduce the assets to fair value.
The Company recorded impairment charges related to assets moved to held for sale during the years December 31, 2025, 2024, and 2023 totaling $2.5 million, $1.2 million, $3.8 million, respectively, which was recorded to impairment and other charges, net of (recoveries) on the consolidated statements of operations. The impairment charges were derived from the difference between the carrying value and the estimated fair value of the relevant asset, minus estimated selling costs. The fair value was estimated using an income capitalization approach with estimates and assumptions regarding the asset's future cash flows and return on investment (Level 3).
Estimated Fair Values of Financial Instruments
The following table presents the carrying values and estimated fair values of the Company’s financial instruments that are not accounted for at fair value in the consolidated balance sheets as of December 31. The table excludes cash and cash equivalents, restricted cash, accounts receivable, other receivables, accounts payable, and other payables as their carrying values approximate fair value due to their short maturities of less than one year (Level 1). The table also excludes notes
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payable with variable interest rates as their carrying value approximates fair value. This determination is based on the variable interest rates applied to the debt, which reflect current market conditions, or other observable inputs (Level 2). The Company's notes receivable are also excluded from the table below as the majority of the balance is due within one year; therefore, the carrying value approximates fair value due to the short maturity.
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| Fair Value Hierarchy Level | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||
Private placement notes (1) | Level 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
Notes payable, fixed rate (1) (2) | Level 3 | |||||||||||||||||||||||||||||||
(1) Excludes any discount or issuance costs. | |||||
(2)The fair value was determined using the discounted cash flow method. | |||||
NOTE 22. DISCONTINUED OPERATIONS
Discontinued operations consists of our exited operations in Massachusetts and Nevada. The assets and liabilities associated with discontinued operations consisted of the following as of December 31:
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Assets associated with discontinued operations | |||||||||||
Prepaid expenses | $ | $ | |||||||||
| Other assets | |||||||||||
| Total assets associated with discontinued operations | $ | $ | |||||||||
| Liabilities associated with discontinued operations | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Operating lease liabilities - current portion | |||||||||||
| Finance lease liabilities - current portion | |||||||||||
| Construction finance liability - current portion | |||||||||||
| Operating lease liabilities | |||||||||||
| Finance lease liabilities | |||||||||||
| Construction finance liability | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities associated with discontinued operations | $ | $ | |||||||||
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The following table summarizes the Company's net loss from discontinued operations for the years ended December 31. The gain and loss resulting from the forgiveness of intercompany payables was eliminated in consolidation.
| 2025 | 2024 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Gross margin | ( | ||||||||||||||||
| Expenses: | |||||||||||||||||
| Operating expenses | |||||||||||||||||
| Impairment and other charges, net of (recoveries) | ( | ||||||||||||||||
| Total expenses | |||||||||||||||||
| Loss from operations | ( | ( | ( | ||||||||||||||
| Other (expense) income: | |||||||||||||||||
Other expense, net (1) | ( | ( | ( | ||||||||||||||
| Total other expense, net | ( | ( | ( | ||||||||||||||
| Loss before provision for income taxes | ( | ( | ( | ||||||||||||||
(Provision) benefit for income taxes | ( | ||||||||||||||||
| Net loss from discontinued operations, net of taxes | ( | ( | ( | ||||||||||||||
Less: net loss attributable to non-controlling interest from discontinued operations | ( | ||||||||||||||||
| Net loss from discontinued operations excluding non-controlling interest | $ | ( | $ | ( | $ | ( | |||||||||||
(1)Other expense, net primarily consists of interest expense on the construction finance liability and operating lease liabilities associated with our discontinued operations. | |||||
The consolidated statements of cash flows includes continuing operations and discontinued operations. Depreciation of long-lived assets, amortization of long-lived assets, and loss (gain) on impairment of long-lived assets for was nominal for 2025 and 2024, respectively.
As a result of the Company's exit from the Massachusetts market in the second quarter of 2023, the Company performed a lease term reassessment for the Massachusetts related failed sale-leaseback financing arrangement due to lease renewals previously included in the lease term being excluded as of the Massachusetts exit. The Company concluded the failed sale-leaseback accounting conclusion is maintained. The Company recognized a non-cash gain on partial extinguishment of $18.5 million as a result of the lease term reassessment, which was recorded to net loss from discontinued operations, net of taxes.
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Future minimum lease payments for the construction finance liability associated with discontinued operations as of December 31, 2025, are as follows:
| Year | (in thousands) | |||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future payments | ||||||||
| Less: Interest | ( | |||||||
| Total present value of minimum payments | ||||||||
| Construction finance liabilities - current portion | ( | |||||||
| Construction finance liabilities | $ | |||||||
Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2025 are as follows:
| Operating Leases | Finance Leases | Total Leases | ||||||||||||||||||
| Year | (in thousands) | |||||||||||||||||||
| 2026 | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total undiscounted lease liabilities | ||||||||||||||||||||
| Less: Interest | ( | ( | ( | |||||||||||||||||
| Total present value of minimum lease payments | ||||||||||||||||||||
| Lease liabilities - current portion | ( | ( | ( | |||||||||||||||||
| Lease liabilities | $ | $ | $ | |||||||||||||||||
NOTE 23. SUBSEQUENT EVENTS
On January 29, 2026, the Company closed an additional private placement of 2030 Notes for aggregate gross proceeds of approximately $60 million (the “Additional Notes”). The Additional Notes were issued at a price of $1,000 plus accrued but unpaid interest from December 17, 2025 to January 29, 2026 in the amount of $12.37 per $1,000 principal of Notes. Other than the issue price, the 2030 Notes have identical terms as the $140 million aggregate principal amount of the 2030 Notes issued on December 17, 2025, as described in Note 10. Long-Term Borrowings. The outstanding aggregate principal amount of 2030 Notes, after the issuance of the 2030 Notes in January 2026, is $200 million. The Company intends to use the net proceeds for capital expenditures and general corporate purposes.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(b) and 15d-15(b) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Our management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on the results of this evaluation, management concluded that our internal control over financial reporting is effective as of December 31, 2025.
Our independent registered public accounting firm, WithumSmith+Brown, PC has audited our internal control over financial reporting. Their opinion on the effectiveness of our internal control over financial reporting as of December 31, 2025 appears in Part II, Item 8 of this Annual Report on Form 10-K.
Limitations on Effectiveness of Controls and Procedures
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
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During the three months ended December 31, 2025, no director or officer of the Company adopted terminated
On February 24, 2026, the Compensation and Human Resources Committee of the Company approved a discretionary bonus for 2025 for Kim Rivers in the amount of $4,000,000.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees. The insider trading policy was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and is incorporated herein by reference.
The remaining information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as a part of this Annual Report on Form 10-K:
(1)Financial Statements — See Index to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K.
(2)Financial Statement Schedules — See Index to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K. All other schedules are omitted because they are not applicable or not required.
(3)Index to Exhibits.
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 2.1 | Merger Agreement, dated September 11, 2018, by and between Schyan Exploration Inc./Exploration Schyan Inc., Schyan Sub, Inc., and Trulieve, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 2.2 | Arrangement Agreement, dated May 10, 2021, between Trulieve Cannabis Corp. and Harvest Health & Recreation Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2021 (File No. 000-56248)) | |||||||
| 3.1 | Articles of Trulieve Cannabis Corp., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 4.1 | Subordinate Voting Shares Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 4.7 | Trust Indenture, dated June 18, 2019, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 4.8 | Warrant Indenture, dated June 18, 2019, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 4.9 | Supplemental Warrant Indenture, dated November 7, 2019, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 4.10 | Supplemental Warrant Indenture, dated December 10, 2020, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 4.11 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2023 (File No. 000-56248)) | |||||||
| 4.12 | Supplemental Trust Indenture, dated as of October 6, 2021, between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021 (File No. 000-56248)) | |||||||
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| 4.13 | Supplemental Warrant Indenture, dated as of October 1, 2021, between Trulieve Cannabis Corp., Harvest Health & Recreation, Inc. and Odyssey Trust Company (assumed by Trulieve Cannabis Corp. in connection with Harvest acquisition) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052)) | |||||||
| 4.14 | Form of Warrant to Purchase Subordinate Voting Shares of Harvest Health & Recreation Inc., dated May 10, 2019, issued to Purchasers of 7% Unsecured Convertible Debentures (assumed by Trulieve Cannabis Corp. in connection with Harvest acquisition) (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052)) | |||||||
| 4.15 | Warrant dated April 23, 2020 issued by Harvest Health & Recreation, Inc. to Cumberland Property Leasing, LLC (assumed by Trulieve Cannabis Corp. in connection with Harvest acquisition) (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052)) | |||||||
4.16‡ | Restricted Share Unit Award Agreement dated as of September 15, 2021 by and between Trulieve Cannabis Corp. and Jason B. Pernell Family Trust, as the assignee of Jason Pernell (replaced the Amended and Restated Warrant to Purchase Subordinate Voting Shares of Trulieve Cannabis Corp., dated as of September 21, 2018, by and between Trulieve, Inc. and the Jason B. Pernell Family Trust dated July 31, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021 (File No. 000-56248)) | |||||||
4.17‡ | Restricted Share Unit Award Agreement dated as of September 15, 2021 by and between Trulieve Cannabis Corp. and Kim Rivers (replaced the Warrant to Purchase Subordinate Voting Shares of Trulieve Cannabis Corp., dated September 21, 2018, by and between Trulieve, Inc. and Kim Rivers) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021 (File No. 000-56248)) | |||||||
| 4.18 | Form of Indenture (incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form S-3ASR filed with the SEC on December 17, 2025 (File No. 333-288432) | |||||||
| 4.19 | Second Supplemental Indenture dated December 17, 2025 by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2025 (File No. 000-56248) | |||||||
| 10.1‡ | Schyan Exploration Inc. Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 10.2‡ | Form of Director and Officer Indemnity Agreement, dated September 21, 2018, by and between Trulieve Cannabis Corp. and each of Kim Rivers, Thad Beshears, George Hackney, Richard S. May, Michael J. O’Donnell and Jason Pernell (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 10.3‡ | Form of Share Distribution Agreement (Organized Trade), dated July 2020, by and between Trulieve Cannabis Corp. and F. Ashley May, Frederick B. May Family Irrevocable Trust – 2018, John B. May Family Irrevocable Trust 2018, Elizabeth Bailey May, Elizabeth S May, Frederick B. May, Peter T. Healy, John B. May Sr., Richard S. May, Susan E Thronson, Jason Pernell, Kim Rivers, Thomas L Millner and Shade Leaf Holdings, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 10.4‡ | Share Distribution Agreement (Trading Plan), dated July 2020, by and between Trulieve Cannabis Corp. and Thad Beshears (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 10.5 | Lease Agreement between One More Wish, LLC and Trulieve, Inc., dated April 29, 2020 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 10.6 | Lease Agreement between One More Wish II, LLC and Trulieve, Inc., dated August 2018 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
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| 10.7 | Coattail Agreement, dated September 21, 2018, by and among Trulieve Cannabis Corp., Odyssey Trust Company and holders of the Super Voting Shares (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 10.8 | Share Conversion Agreement by and between Trulieve Cannabis Corp. and Kim Rivers (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052)) | |||||||
| 10.9 | Registration Rights Agreement, dated July 7, 2021, by and among Trulieve Cannabis Corp., each of the shareholders set forth therein, and Michael J. Badey, as the representative of each of the shareholders set forth therein (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052)) | |||||||
10.10‡ | Executive Employment Agreement, dated August 1, 2024, by and between Trulieve Cannabis Corp. and Kimberly Rivers (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No. 000-56248)). | |||||||
10.11‡ | Executive Employment Agreement, dated August 1, 2024, by and between Trulieve Cannabis Corp. and Eric Powers (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No. 000-56248)). | |||||||
10.12‡ | Executive Employment Agreement, dated August 1, 2024, by and between Trulieve Cannabis Corp. and Kyle Landrum (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No. 000-56248)). | |||||||
10.13‡ | Executive Employment Agreement, dated August 1, 2024, by and between Trulieve Cannabis Corp. and Tim Morey (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No. 000-56248)). | |||||||
10.14‡ | Executive Employment Agreement, dated January 3, 2023, by and between Trulieve Cannabis Corp. and Joy Malivuk (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, as filed with the SEC on May 10, 2023 (File No. 000-56248)). | |||||||
10.15‡ | Executive Employment Agreement, dated January 1, 2024, by and between Trulieve Cannabis Corp. and Wes Getman (incorporated by reference to Exhibit 10.21 of the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2024 (File No. 000-56248)). | |||||||
10.16‡ | Executive Employment Agreement, dated January 29, 2024, by and between Trulieve Cannabis Corp. and Marie Zhang (incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2024 (File No. 000-56248)). | |||||||
10.17‡+ | Executive Employment Agreement, dated February 26, 2025, by and between Trulieve Cannabis Corp. and Jason Pernell (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025 (File No. 000-56248)) | |||||||
| 10.18 | Executive Employment Agreement, dated September 8, 2025, by and between Trulieve Cannabis Corp. and Jan Reese (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 27, 2025 (File No. 000-56248)) | |||||||
| 10.19 | Form of Voting Support and Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2021 (File No. 000-56248)) | |||||||
| 10.20 | Form of Voting Support Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2021 (File No. 000-56248)) | |||||||
10.21‡ | Harvest Health and Recreation Inc. 2018 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on October 6, 2021 (File No. 333-260098)) | |||||||
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10.22‡ | Harvest Health and Recreation Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on October 6, 2021 (File No. 333-260098)) | |||||||
10.23‡ | Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2021 (File No. 000-56248)) | |||||||
10.24‡ | Third Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 13, 2025) | |||||||
| 10.25 | Loan Agreement dated December 21, 2022 between Trulieve Capps Highway LLC and Valley National Bank, as agent, and the lenders named therein (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2023 (File No. 000-56248)). | |||||||
| 10.26 | First Amendment to Loan Agreement, dated as of May 9, 2023 and effective as of December 21, 2022 (incorporated by reference to Exhibit 10.2 on the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, as filed with the SEC on May 10, 2023 (File No. 000-56248)). | |||||||
| 10.27 | Second Amendment to Loan Agreement, dated as of May 9, 2023 (incorporated by reference to Exhibit 10.3 on the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, as filed with the SEC on May 10, 2023 (File No. 000-56248)). | |||||||
| 10.28 | Loan Agreement dated December 22, 2023 between Trulieve Centaury Way, LLC and First Federal Bank (incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2024 (File No. 000-56248)). | |||||||
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025 (File No. 000-56248)) | |||||||
| 21.1+ | Subsidiaries of the Registrant as of December 31, 2025 | |||||||
| 23.1+ | Consent, WithumSmith+Brown, PC | |||||||
| 23.2+ | Consent, Marcum LLP | |||||||
| 31.1+ | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2+ | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 99.1+ | Appendix A (Licenses and Permits) | |||||||
| 101.INS+ | Inline XBRL Instance Document | |||||||
| 101.SCH+ | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL+ | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF+ | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB+ | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE+ | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
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| 104+ | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
___________________________________________________
+ Filed herewith.
* Furnished herewith.
‡ Management contract or compensatory plan or arrangement.
* Furnished herewith.
‡ Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRULIEVE CANNABIS CORP. | ||||||||
Date: February 26, 2026 | By: | /s/ Kim Rivers | ||||||
Kim Rivers | ||||||||
| Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Kim Rivers, Jan Reese and Joy Malivuk as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other and all documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Name | Title | Date | ||||||||||||
/s/ Kim Rivers | Director, Chief Executive Officer | February 26, 2026 | ||||||||||||
Kim Rivers | (Principal Executive Officer) | |||||||||||||
/s/ Jan Reese | Chief Financial Officer | February 26, 2026 | ||||||||||||
Jan Reese | (Principal Financial Officer) | |||||||||||||
| /s/ Joy Malivuk | Chief Accounting Officer | February 26, 2026 | ||||||||||||
| Joy Malivuk | (Principal Accounting Officer) | |||||||||||||
| /s/ Thad Beshears | Director | February 26, 2026 | ||||||||||||
| Thad Beshears | ||||||||||||||
| /s/ Peter Healy | Director | February 26, 2026 | ||||||||||||
| Peter Healy | ||||||||||||||
| /s/ Richard May | Director | February 26, 2026 | ||||||||||||
| Richard May | ||||||||||||||
| /s/ Thomas Millner | Director | February 26, 2026 | ||||||||||||
| Thomas Millner | ||||||||||||||
| /s/ Jane Morreau | Director | February 26, 2026 | ||||||||||||
| Jane Morreau | ||||||||||||||
| /s/ Susan Thronson | Director | February 26, 2026 | ||||||||||||
| Susan Thronson | ||||||||||||||
| /s/ Matthew Foulston | Director | February 26, 2026 | ||||||||||||
| Matthew Foulston | ||||||||||||||
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FAQ
What is Trulieve Cannabis Corp. (TCNNF) and where does it operate?
Trulieve Cannabis Corp. is a vertically integrated, multi‑state cannabis operator. It runs 233 dispensaries and 15 cultivation and processing facilities across nine U.S. states, including major positions in Florida, Pennsylvania, and Arizona, focusing on branded products and retail.
How large is Trulieve’s retail and cultivation footprint as of December 31, 2025?
As of December 31, 2025, Trulieve operated 233 dispensaries and 15 cultivation and processing facilities. Florida was its largest market with 162 dispensaries and five cultivation/processing sites, supported by additional locations across Arizona, Pennsylvania, West Virginia, Ohio, Georgia, Maryland, Connecticut, and Colorado.
What recent financing and debt transactions did Trulieve complete?
In December 2025, Trulieve fully redeemed
What new market entry did Trulieve secure through conditional licensing?
In December 2025, Trulieve received conditional approval for a Dispensing Organization license under the Texas Compassionate Use Program. Subject to final regulatory approval, this license would allow cultivation, manufacturing, and distribution of medical cannabis products to eligible patients across Texas.
How does U.S. federal law affect Trulieve’s cannabis business?
Trulieve operates in state‑legal cannabis markets, but marijuana remains a Schedule I controlled substance under U.S. federal law. The company highlights enforcement, banking, tax, and bankruptcy risks, noting that strict state compliance does not eliminate potential federal liabilities or proceedings.
What is Trulieve’s view on potential federal rescheduling of marijuana?
The report outlines the federal process to reclassify marijuana to Schedule III, including an Executive Order directing completion of rulemaking. Trulieve notes rescheduling could recognize medical use and ease research barriers, and states it is monitoring implications for operations, taxes, and regulation.
How many Trulieve shares were outstanding for each class as of February 19, 2026?
As of February 19, 2026, Trulieve had 169,080,759 Subordinate Voting Shares outstanding, 23,226,386 Multiple Voting Shares on an as‑converted basis, and no Super Voting Shares outstanding on an as‑converted basis, reflecting its multi‑class share structure.
Trulieve Cannabis Corp
OTC:TCNNF
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TCNNF Latest News
Feb 26, 2026
Trulieve Reports Fourth Quarter and Full Year 2025 Results with 60% Gross Margin and Record Cash Flow Generation
Feb 10, 2026
Trulieve Cannabis Corp. to Hold Fourth Quarter and Full Year 2025 Results Conference Call on February 26, 2026
TCNNF Latest SEC Filings
Feb 26, 2026
[8-K] Trulieve Cannabis Corp. Reports Material Event
Feb 18, 2026
[8-K] Trulieve Cannabis Corp. Reports Material Event
Jan 29, 2026
[8-K] Trulieve Cannabis Corp. Reports Material Event
Dec 18, 2025
[SCHEDULE 13G] Trulieve Cannabis Corp. SEC Filing