STOCK TITAN

Trulieve (OTC: TCNNF) deconsolidates mixed-use Harvest arm to pursue NYSE

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trulieve Cannabis Corp. has completed a major restructuring of its U.S. operations by deconsolidating its former indirectly wholly owned subsidiary, Harvest Enterprises, LLC, into a separately controlled entity focused on mixed-use cannabis. Trulieve now holds only non-voting, non-participating units in Harvest, which are convertible into voting units only after a future “Stock Exchange Permissibility Date” when the NYSE permits consolidation of U.S. non-medical cannabis businesses. A new investor, Whitley Holding 05192026, LLC, acquired Class A voting units representing a 10% economic interest in Harvest for approximately $14.8 million and controls two of three board seats.

The transaction is designed to segregate Trulieve’s mixed-use cannabis business from its medical cannabis business so it can apply to list its subordinate voting shares on the New York Stock Exchange. Pro forma financials show Harvest removed from Trulieve’s historical results and the retained interest now accounted for under the equity method, with an estimated pre-tax loss on deconsolidation of about $688.7 million.

Positive

  • None.

Negative

  • Estimated $688.7 million deconsolidation loss: The pro forma adjustments include an estimated pre-tax loss on deconsolidation of Harvest of approximately $688.651 million, driving a much larger pro forma net loss for 2025 compared with Trulieve’s previously reported consolidated results.

Insights

Trulieve takes a large deconsolidation loss to pursue NYSE eligibility.

Trulieve Cannabis Corp. has carved out its mixed-use Harvest business into a separately controlled entity, keeping only non-voting, non-participating units accounted for under the equity method. A new investor bought Class A units for $14.8M and holds 10% economic and board control.

The pro forma statements show Harvest’s assets and liabilities derecognized, with an investment in Harvest of $188.463M recognized at fair value. This generates an estimated pre-tax loss on deconsolidation of about $688.651M, turning the year ended December 31, 2025 into a pro forma net loss of $803.175M.

Strategically, Trulieve aims to segregate mixed-use operations from medical cannabis to apply for a New York Stock Exchange listing. Actual impact will depend on future NYSE permissibility and Harvest’s performance, which will now flow through a single equity-method line item rather than full consolidation.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash consideration received $14.8M Paid by Harvest Investor for 10% economic interest in Harvest
Investment in Harvest $188.463M Fair value of retained equity-method investment at deconsolidation
Pre-tax loss on deconsolidation $688.651M Estimated loss from derecognizing Harvest’s net assets
2025 revenue (as reported) $1,181.180M Trulieve consolidated revenue before pro forma disposition adjustments
2025 pro forma revenue $903.573M Revenue excluding Harvest after disposition adjustments
2025 net loss attributable to shareholders (pro forma) $802.648M Net loss after deconsolidation and related adjustments
Q1 2026 revenue (as reported) $286.754M Quarterly consolidated revenue before Harvest disposition adjustments
Q1 2026 pro forma net income $5.875M Net income after removing Harvest and adding equity-method income
Deconsolidation Transaction financial
"entered into several agreements to facilitate the deconsolidation of the financial results of its former indirectly wholly-owned subsidiary"
Non-Voting Units financial
"Company Subsidiary holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest"
Non-voting units are ownership stakes that give the holder a share of a company’s economic benefits—like dividends and gains from price changes—without granting a say in corporate decisions such as electing directors or approving major deals. Think of it like sharing in a restaurant’s profits without having a seat at the management table: you profit if the business does well but cannot influence strategy or governance, which matters when assessing control risk and long-term value.
Stock Exchange Permissibility Date financial
"only convertible into Class B units of Harvest following the date that the NYSE permits the listing of companies that consolidate the financial statements"
equity method financial
"Investment in Harvest (equity method) | — | | | — | | | 188,463"
An equity method investment is an accounting approach used when a company owns enough of another business to influence its decisions but not control it (commonly around 20–50% ownership). Instead of counting only dividends, the investor records its share of the other company’s profits and losses on its own income statement and adjusts the investment’s value on the balance sheet—like tracking a friend’s joint project by noting your share of their gains or setbacks. For investors, this matters because it can significantly affect reported earnings, asset values, and the apparent strength of a company’s financial results.
pro forma financial statements financial
"The following unaudited pro forma condensed consolidated financial statements are based on the historical consolidated financial statements of the Company"
Pro forma financial statements are hypothetical financial reports that show what a company's income, cash flow or balance sheet would look like after a planned change—such as a merger, asset sale, or major one‑time adjustment—by applying specific assumptions. Investors use them like a “before‑and‑after” sketch to gauge the potential impact of that change on profits, cash and debt, but they depend on assumptions and should be compared with the company’s official reports.
non-controlling interest financial
"as of June 3, 2026, the Company has deconsolidated the financial results Harvest and has a non-controlling interest in Harvest"
Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.
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false0001754195June 3, 202600017541952026-06-032026-06-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 3, 2026
___________________
TRULIEVE CANNABIS CORP.
(Exact Name of Registrant as specified in its charter)
___________________
British Columbia000-5624884-2231905
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3494 Martin Hurst Road
Tallahassee, FL 32312
(Address of principal executive offices and zip code)

(850) 298-8866
(Registrant’s telephone number, including area code)
Not Applicable
(Registrant’s name or former address, if change since last report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
N/AN/AN/A



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company o
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 pursuant to Section 13(a) of the Exchange Act. o

Item 1.01   Entry into a Material Definitive Agreement.

On June 3, 2026, Trulieve Cannabis Corp. (the “Company”) and its indirect wholly-owned subsidiary, Harvest Enterprises Holdings, Inc. (“Company Subsidiary”), entered into several agreements to facilitate the deconsolidation of the financial results of its former indirectly wholly-owned subsidiary, Harvest Enterprises, LLC (“Harvest”), from the Company’s financial results in accordance with U.S. generally accepted accounting principles (the “Deconsolidation Transaction”) and segregate the Company’s mixed-use cannabis business from its medical cannabis business in order to apply to list the Company’s subordinate voting shares on the New York Stock Exchange (the “NYSE”). As further described below, as a result of the implementation of the Deconsolidation Transaction, Company Subsidiary holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest, which now holds the Company’s former mixed-use cannabis business, other than businesses the transfer of which is subject to regulatory approval, which businesses will, automatically and without any action on the part of the Company or any other party, transfer to Harvest upon the receipt of regulatory approval. The Non-Voting Units do not carry voting rights or rights to receive dividends, do not provide the Company with the ability to direct the business, operations or activities of Harvest, or provide other rights upon dissolution of Harvest, and are only convertible into Class B units of Harvest (the “Common Units”) following the date that the NYSE permits the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) for non-medical uses in the United States (the “Stock Exchange Permissibility Date”).

In connection with the Deconsolidation Transaction, among other things:

i.Harvest and its members (including Company Subsidiary), entered into a limited liability company agreement, dated June 3, 2026 (the “LLC Agreement”), which provides for, among other things, three classes of units (the “Units”): the Class A units (the “Voting Units”), the Common Units and the Non-Voting Units. The Harvest Investor (as defined below) holds all of the Voting Units, which provide for standard voting and dividend rights, including rights upon dissolution of Harvest. The Common Units also provide for standard voting and dividend rights, including rights upon dissolution of Harvest. The LLC Agreement provides that upon conversion of all of the Non-Voting Units into Common Units, the Voting Units will be equal to no less than 10% of the total issued and outstanding Units following such issuance. Accordingly, in no circumstances will Company Subsidiary, at the time of such conversions, own more than 90% of the Units. In addition, pursuant to the terms of the LLC Agreement, Company Subsidiary has the right to appoint one member to the Harvest board of managers (the “Harvest Board”) and the Harvest Investor has the right to appoint two members to the Harvest Board.

ii.Harvest and the Company entered into a Class A Unit Purchase Agreement (the “Class A Unit Purchase Agreement”) with Whitley Holding 05192026, LLC (the “Harvest Investor”), dated June 3, 2026, pursuant to which, among other things, the Harvest Investor acquired Voting Units representing a 10% economic ownership interest in Harvest for approximately $14.8 million (the “Investment”). In connection with the Investment, the Harvest Investor appointed Frank Whitley and Rudy Rowe to the Harvest Board and Company Subsidiary appointed Kim Rivers to the Harvest Board.




iii.The Company, Company Subsidiary and Harvest entered into a protection agreement, dated June 3, 2026 (the “Protection Agreement”), to provide for certain covenants in order to preserve the value of the Non-Voting Units held by Company Subsidiary until such time as the Non-Voting Units are converted into Common Units in accordance with their terms, provided that, such conversion shall only be permitted following the Stock Exchange Permissibility Date, but does not provide the Company or Company Subsidiary with the ability to direct the business, operations or activities of Harvest.

In connection with the Deconsolidation Transaction, the Company and Harvest entered into a management services agreement (the “MSA”), pursuant to which, among other things, a subsidiary of the Company agreed to provide certain consulting, advisory and administrative services to Harvest for a fee arrangement consisting of reimbursement of costs plus a 5% margin, subject to a cap. Each of the parties to the MSA has the ability to terminate the MSA at any time upon 90 days’ notice.

The foregoing descriptions of the LLC Agreement, the Class A Unit Purchase Agreement and the Protection Agreement do not purport to be complete and are qualified by reference to the full text of such agreements, which are attached to this Current Report on Form 8-K (“Current Report”) as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
The Company expects to disclose in its quarterly report for the quarter ended June 30, 2026 (the “Q2 10-Q”) that as a result of the Deconsolidation Transaction (i) the Company will consolidate the financial results of Harvest up to June 3, 2026, and (ii) as of June 3, 2026, the Company has deconsolidated the financial results Harvest and has a non-controlling interest in Harvest as of such date. The Company expects to file the Q2 10-Q by August 7, 2026.

Item 2.01    Completion of Acquisition or Disposition of Assets.

The information in Item 1.01 of this Current Report regarding the Deconsolidation Transaction is incorporated herein by reference.




Item 9.01.    Financial Statements and Exhibits.


(b) Pro Forma Financial Information

The following unaudited pro forma financial information of the Company, which reflect the Deconsolidation Transaction, are filed as Exhibit 99.1 to this Current Report. The information contained in these pro forma financial statements shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026;
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and the fiscal year ended December 31, 2025; and
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(d) Exhibits

Exhibit
No.
Description
10.1
Limited Liability Company Agreement of Harvest Enterprises, LLC
10.2
Class A Unit Purchase Agreement, dated as of June 3, 2026, by and among Harvest Enterprises, LLC, Whitley Holding 05192026, LLC and Trulieve Cannabis Corp.
10.3
Protection Agreement, dated as of June 3, 2026, by and among Trulieve Cannabis Corp., Harvest Enterprises Holdings, Inc. and Harvest Enterprises, LLC
99.1
Unaudited Pro Forma Financial Statements of Trulieve Cannabis Corp.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
Pursuant to the requirements 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 hereunto duly authorized.
 
Trulieve Cannabis Corp.
By:/s/ Eric Powers
Name:Eric Powers
Title:Chief Legal Officer
Date: June 04, 2026


Exhibit 99.1
TRULIEVE CANNABIS CORP.
(UNAUDITED) PRO FORMA FINANCIAL STATEMENTS

On June 3, 2026, Trulieve Cannabis Corp. (the “Company”) and its indirect wholly-owned subsidiary, Harvest Enterprises Holdings, Inc. (“Company Subsidiary”), entered into several agreements to facilitate the deconsolidation of the financial results of its former indirectly wholly-owned subsidiary, Harvest Enterprises, LLC (“Harvest”), from the Company’s financial results in accordance with U.S. generally accepted accounting principles (the “Deconsolidation Transaction”) and segregate the Company’s mixed-use cannabis business from its medical cannabis business in order to apply to list the Company’s subordinate voting shares on the New York Stock Exchange (the “NYSE”). As further described below, as a result of the implementation of the Deconsolidation Transaction, Company Subsidiary holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest, which now holds the Company’s former mixed-use cannabis business, other than businesses the transfer of which is subject to regulatory approval, which businesses will, automatically and without any action on the part of the Company or any other party, transfer to Harvest upon the receipt of regulatory approval. The Non-Voting Units do not carry voting rights or rights to receive dividends, do not provide the Company with the ability to direct the business, operations or activities of Harvest, or provide other rights upon dissolution of Harvest, and are only convertible into Class B units of Harvest (the “Common Units”) following the date that the NYSE permits the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) for non-medical uses in the United States (the “Stock Exchange Permissibility Date”).

The following unaudited pro forma condensed consolidated financial statements (the “pro forma financial statements”) are based on the historical consolidated financial statements of the Company, as adjusted to give effect to the Deconsolidation Transaction which closed on June 3, 2026. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 (the “pro forma balance sheet”) gives effect to the Deconsolidation Transaction as if it had occurred on March 31, 2026. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 (the “pro forma statements of operations”) give effect to the Deconsolidation Transaction as if it had occurred on January 1, 2025.


TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
AS OF MARCH 31, 2026
(in thousands)

As ReportedDisposition Adjustments (a)Pro Forma AdjustmentsPro Forma Trulieve Cannabis Corp.
ASSETS
Current Assets:
Cash and cash equivalents$352,880 $(50,101)$14,800 (b)$317,579 
Accounts receivable, net14,050 (10,000)— 4,050 
Inventories242,320 (50,353)— 191,967 
Income tax receivable6,751 (877)— 5,874 
Notes receivable - current portion, net1,327 — — 1,327 
Prepaid expenses21,120 (2,371)— 18,749 
Other current assets13,671 (10,096)— 3,575 
Assets associated with discontinued operations839 (839)— — 
Total current assets652,958 (124,637)14,800 543,121 
Property and equipment, net676,944 (89,984)— 586,960 
Right of use assets - operating, net104,677 (22,941)— 81,736 
Right of use assets - finance, net70,352 (13,702)— 56,650 
Intangible assets, net780,750 (476,257)— 304,493 
Goodwill483,905 (158,281)— 325,624 
Notes receivable, net450 — — 450 
Investment in Harvest (equity method)— — 188,463 (c)188,463 
Other assets10,004 (1,955)— 8,049 
Long-term assets associated with discontinued operations1,907 (1,907)— — 
TOTAL ASSETS$2,781,947 $(889,664)$203,263 $2,095,546 
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities$78,933 $(12,470)$3,000 (d)$69,463 
Deferred revenue9,954 (2,308)— 7,646 
Notes payable - current portion4,148 — — 4,148 
Operating lease liabilities - current portion13,094 (2,578)— 10,516 
Finance lease liabilities - current portion11,363 (1,479)— 9,884 
Construction finance liabilities - current portion2,566 (2,009)— 557 
Contingencies300 — — 300 
Liabilities associated with discontinued operations3,802 (3,802)— — 
Total current liabilities124,160 (24,646)3,000 102,514 
Long-Term Liabilities:
Notes payable, net90,104 (1)— 90,103 
Private placement notes, net195,638 — — 195,638 
Operating lease liabilities104,141 (22,333)— 81,808 
Finance lease liabilities74,426 (12,871)— 61,555 
Construction finance liabilities133,215 (12,973)— 120,242 
Deferred tax liabilities169,779 (109,623)(1,093)(e)59,063 
Uncertain tax position liabilities696,391 (158,440)327 (e)538,278 
Other long-term liabilities10,823 (173)— 10,650 
Long-term liabilities associated with discontinued operations33,941 (33,941)— — 
TOTAL LIABILITIES$1,632,618 $(375,001)$2,234 $1,259,851 
EQUITY
Common Stock$— $— $— $— 
Additional paid-in-capital2,077,495 (802,848)— 1,274,647 
Retained earnings (accumulated deficit)(909,719)271,205 201,029 (b), (c), (d), (e)(437,485)
Non-controlling interest(18,447)16,980 — (1,467)
TOTAL EQUITY1,149,329 (514,663)201,029 835,695 
TOTAL LIABILITIES AND EQUITY$2,781,947 $(889,664)$203,263 $2,095,546 

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.




TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands)
As ReportedDisposition Adjustments (f)Pro Forma AdjustmentsPro Forma Trulieve Cannabis Corp.
Revenue$286,754 $(72,709)$— $214,045 
Cost of goods sold116,673 (40,489)— 76,184 
Gross profit170,081 (32,220)— 137,861 
Expenses:
Selling, general, and administrative104,895 (13,252)— 91,643 
Depreciation and amortization29,743 (13,465)— 16,278 
Gain on disposal or impairment of assets(282)— — (282)
Total expenses134,356 (26,717)— 107,639 
Income from operations35,725 (5,503)— 30,222 
Other income (expense):
Interest expense, net(13,321)1,432 — (11,889)
Interest income2,684 (1,054)— 1,630 
Net income attributable to Harvest— — 1,732 
(i)
1,732 
Other income, net132 (31)— 101 
Total other expense, net(10,505)347 1,732 (8,426)
Income before provision for income taxes25,220 (5,156)1,732 21,796 
Provision for income taxes21,859 (6,030)92 (e)15,921 
Net income from continuing operations$3,361 $874 $1,640 $5,875 
Net loss from discontinued operations, net of tax benefit $360(1,078)1,078 — — 
Net income2,283 1,952 1,640 5,875 
Less: net loss attributable to non-controlling interest from continuing operations(123)28 — (95)
Net income attributable to common shareholders$2,406 $1,924 $1,640 $5,970 
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.




TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands)
As ReportedDisposition Adjustments (f)Pro Forma AdjustmentsPro Forma Trulieve Cannabis Corp.
Revenue$1,181,180 $(277,607)$— $903,573 
Cost of goods sold470,013 (148,549)— 321,464 
Gross profit711,167 (129,058)— 582,109 
Expenses:
Selling, general, and administrative445,212 (55,987)750 (g)389,975 
Depreciation and amortization117,633 (53,457)— 64,176 
Loss on disposal or impairment of assets4,827 (1,716)— 3,111 
Loss on Deconsolidation Transaction— — 688,651 (h)688,651 
Total expenses567,672 (111,160)689,401 1,145,913 
Income (loss) from operations143,495 (17,898)(689,401)(563,804)
Other income (expense):
Interest expense, net(63,453)5,841 — (57,612)
Interest income14,520 (3,133)— 11,387 
Loss on debt extinguishments, net(1,723)— — (1,723)
Net loss attributable to Harvest— — (20,486)(i)(20,486)
Other (expense) income, net(1,366)3,788 — 2,422 
Total other expense, net(52,022)6,496 (20,486)(66,012)
Income (loss) before provision for income taxes91,473 (11,402)(709,887)(629,816)
Provision for income taxes208,109 (33,892)(858)(e)173,359 
Net loss from continuing operations$(116,636)$22,490 $(709,029)$(803,175)
Net loss from discontinued operations, net of tax (provision) $(209)(5,612)5,612 — — 
Net loss(122,248)28,102 (709,029)(803,175)
Less: net loss attributable to non-controlling interest from continuing operations(5,867)5,340 — (527)
Net loss attributable to common shareholders$(116,381)$22,762 $(709,029)$(802,648)
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.





NOTE 1. BASIS OF PRESENTATION

The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements as adjusted to give effect to the Deconsolidation Transaction accounting adjustments in accordance with U.S. generally accepted accounting principles (“GAAP”) to reflect the disposition of Harvest and related transactions described in this Form 8-K.

The pro forma condensed consolidated financial statements do not necessarily reflect what the Company’s financial condition or results of operations would have been had the Deconsolidation Transaction occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the amounts reflected herein due to a variety of factors.

NOTE 2. Transaction Accounting Adjustments

The transaction accounting adjustments included in the unaudited pro forma condensed consolidated financial statements reflect the application of U.S. GAAP to the Deconsolidation Transaction as if it had occurred on the dates indicated. These adjustments are based on preliminary estimates and assumptions that management believes are reasonable under the circumstances and are subject to change.

The transaction accounting adjustments are as follows:

(a)     Reflects the derecognition of the assets and liabilities of Harvest that were previously included in the Company’s historical consolidated financial statements as a result of the loss of control upon completion of the Deconsolidation Transaction.
(b)    Reflects cash consideration of $14.8 million received in connection with the Deconsolidation Transaction.
(c)    Reflects the recognition of the Company’s retained investment in Harvest at its estimated fair value as of the deconsolidation date.
(d)    Reflects estimated transaction costs incurred in connection with the Deconsolidation Transaction that are directly attributable to the transaction and are expected to be recognized in the Company’s financial statements.
(e)    Reflects the estimated income tax effects associated with the Deconsolidation Transaction and the related transaction accounting adjustments.
(f)    Reflects the removal of revenues, expenses and the net loss attributable to Harvest that were historically included in the Company’s consolidated statements of operations.
(g)    Reflects estimated indirect costs incurred as a result of the Deconsolidation Transaction.
(h)    Reflects the estimated loss on deconsolidation recognized upon completion of the Deconsolidation Transaction. The loss represents the difference between (i) the carrying value of Harvest’s net assets at the date control was lost and (ii) the sum of the fair value of the retained investment and any consideration received and was calculated as follows:

Consideration received
$14,800 
Plus: Fair value of investment in Harvest188,463 
Less: Carrying value of net assets disposed
889,664 
Less: Direct transaction costs2,250 
Pre-tax loss on sale(688,651)
Estimated tax expense
— 
Estimated after-tax loss on sale$(688,651)




For purposes of the unaudited pro forma condensed consolidated balance sheet, the estimated loss recognized in accumulated deficit is based on the net carrying value of Harvest as of March 31, 2026 rather than as of the closing date of the transaction. As a result, the estimated loss reflected herein may differ materially from the actual loss on the sale of Harvest as of the closing date because of the difference in the carrying value of the assets and liabilities at the closing date.
(i)    Reflects the Company’s estimated share of net income (loss) of Harvest for the periods presented, as if the Deconsolidation Transaction had occurred on January 1, 2025. The Company’s share is based on the historical results of Harvest and the Company’s expected ownership interest following the Deconsolidation Transaction.









FAQ

What major transaction did Trulieve Cannabis Corp. (TCNNF) complete with Harvest Enterprises, LLC?

Trulieve completed a Deconsolidation Transaction, removing Harvest Enterprises, LLC from its consolidated financial statements. Harvest now holds Trulieve’s former mixed-use cannabis business, while Trulieve retains only non-voting, non-participating units accounted for under the equity method.

Why did Trulieve deconsolidate its mixed-use cannabis business from Harvest Enterprises, LLC?

Trulieve deconsolidated Harvest to segregate its mixed-use cannabis business from its medical cannabis business. This structure is intended to allow Trulieve to apply to list its subordinate voting shares on the New York Stock Exchange under U.S. GAAP requirements.

How much did the Harvest Investor pay and what stake did it receive in Harvest?

Whitley Holding 05192026, LLC, the Harvest Investor, purchased Class A voting units for approximately $14.8 million. These units represent a 10% economic ownership interest in Harvest and carry standard voting and dividend rights, including rights upon dissolution.

What is the estimated financial impact of the Harvest deconsolidation on Trulieve’s 2025 results?

The deconsolidation generates an estimated pre-tax loss of about $688.651 million. On a pro forma basis for 2025, this contributes to a net loss attributable to common shareholders of approximately $802.648 million, compared with Trulieve’s previously reported consolidated loss.

How will Trulieve account for its remaining interest in Harvest after the Deconsolidation Transaction?

After the Deconsolidation Transaction, Trulieve records an investment in Harvest of $188.463 million, measured at estimated fair value. Harvest’s results will be reflected through Trulieve’s share of net income or loss from Harvest using the equity method of accounting.

What governance rights does Trulieve retain over Harvest following the restructuring?

Trulieve’s subsidiary holds only Non-Voting Units, with no voting or dividend rights and no ability to direct Harvest’s operations. It may appoint one board manager, while the Harvest Investor appoints two, maintaining control through Class A Voting Units.

Filing Exhibits & Attachments

7 documents