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Trulieve Cannabis Corp. (TRLV) submitted a post-effective amendment to its Form S-3 automatic shelf registration to designate Trulieve Cannabis Corp., a Delaware corporation, as successor issuer under Rule 414(d) following its corporate domestication from British Columbia to Delaware.
Effective August 11, 2026, each outstanding Subordinate Voting Share of the former British Columbia entity automatically became one Subordinate Voting Share of the Delaware entity with a par value of $0.0001 per share, with no holder action required. Trulieve’s Subordinate Voting Shares continue to trade on the New York Stock Exchange under the symbol “TRLV”. Outstanding stock options, restricted stock units and performance stock units remain exercisable for or settleable into an equivalent number of Delaware Subordinate Voting Shares at the equivalent exercise prices.
The amendment also describes that stockholder rights are now governed by Delaware law, Trulieve’s new Certificate of Incorporation and Bylaws, and summarizes indemnification and expense advancement protections for directors, officers, employees and agents under the Delaware General Corporation Law, the Certificate of Incorporation, the Bylaws and related indemnification agreements and insurance.
Trulieve Cannabis Corp. has changed its corporate jurisdiction from the Province of British Columbia, Canada, to the State of Delaware through a domestication effective August 11, 2026. A certificate of domestication and a new certificate of incorporation were filed with the Delaware Secretary of State, implementing a court-approved Plan of Arrangement previously approved by shareholders.
On the effective date, each previously authorized, issued and outstanding British Columbia subordinate voting share was automatically exchanged for one Class A subordinate voting common share, and each British Columbia multiple voting share was exchanged for one Class B multiple voting common share, all with a par value of $0.0001 per share. Outstanding stock options, RSUs and PSUs tied to the former British Columbia subordinate voting shares were converted into awards over the new subordinate voting shares on equivalent terms.
The rights of security holders are now governed by the new Delaware certificate of incorporation, bylaws and the Delaware General Corporation Law, which differ from the prior British Columbia regime as described in the company’s proxy materials. The company has also entered, or will enter, into indemnification agreements with its directors and executive officers, providing indemnification and advancement of expenses in connection with their service.
Trulieve Cannabis Corp. reoriented its structure in the first half of 2026 by completing a Deconsolidation Transaction on June 3, 2026, in which mixed-use cannabis subsidiary Harvest was deconsolidated and retained as a 90% equity method investment. This triggered a largely non‑cash loss of $403.333 million and drove a Q2 net loss of $406.062 million, compared with a small loss a year earlier. Q2 2026 revenue declined about 10% to $270.952 million, though gross margin remained near 60%.
After the transaction Trulieve operates exclusively in medical cannabis markets across four states, with 206 dispensaries and 10 cultivation/processing sites, and holds a $152.503 million equity method stake in Harvest plus a management services agreement generating fee revenue. Cash and cash equivalents increased to $325.420 million as of June 30, 2026, supported by $108.847 million of operating cash flow in the first six months, while long‑term funding includes $200.000 million of 10.50% 2030 private placement notes and $94.551 million of other notes payable. Federal rescheduling of medical cannabis to Schedule III led the company to compute 2026 taxes without applying IRC Section 280E to medical operations, lowering its effective tax rate even as legacy uncertain tax position liabilities remain high at $598.187 million.
Trulieve Cannabis reported second-quarter 2026 revenue of $271 million, down 10% from a year earlier, with 94% from retail and medical-only revenue of $222 million. Gross profit was $162 million, a 60% margin.
GAAP net loss attributable to common shareholders was $406 million or $(2.10) per share, driven by a $403.3 million loss on deconsolidating its mixed medical and adult-use Harvest operations, which were restructured to enable listing on the NYSE. Adjusted net income was $20.4 million ($0.11 per share) and adjusted EBITDA $98 million, a 36% margin. Cash flow from operations reached $108.8 million year-to-date, free cash flow $74.4 million, and cash was $325.4 million against $289 million of debt at 9.6% interest.
Following federal rescheduling of state-licensed medical marijuana to Schedule III, Trulieve registered all medical facilities with the DEA, now operates 207 DEA-registered medical dispensaries and 3.5 million square feet of capacity, and retains a 90% economic interest in Harvest. The company also authorized a share repurchase program up to the lesser of $50 million or 8,495,038 subordinate voting shares and now expects at least $225 million of 2026 operating cash flow and up to $95 million of 2026 capital expenditures.
Trulieve Cannabis Corp. reported the results of a special meeting of shareholders held on August 5, 2026. Shareholders were asked to vote on a proposal regarding Delaware domestication of the company and on a separate adjournment proposal, both of which had been described in a definitive proxy statement filed on June 25, 2026.
The Delaware domestication proposal received 71,756,586 votes for, 383,078 votes against, and 50,472 abstentions. The adjournment proposal received 71,718,977 votes for, 358,779 votes against, and 112,380 abstentions.
Trulieve Cannabis Corp. ownership update: AdvisorShares Trust reports beneficial ownership of 10,641,152 subordinate voting shares, representing 6.26% of the class as of 06/30/2026. The filing shows sole voting and dispositive power over those shares.
Trulieve Cannabis Corp. reported a leadership change in its finance organization. As of June 30, 2026, the company eliminated the stand-alone role of Chief Accounting Officer and terminated Brett Walsh’s employment in that position without cause.
At the same time, Trulieve designated its Chief Financial Officer, Jan Reese, as principal accounting officer, consolidating the top finance and accounting responsibilities under one executive. The company noted that Reese will not receive any change or increase in compensation for assuming the additional accounting officer duties.
Trulieve Cannabis Corp. Chairman and CEO Kim A. Rivers reported an open-market sale of 136,811 Subordinate Voting Shares at a weighted average price of $8.756 per share. After this sale, she directly holds 1,476,913 Subordinate Voting Shares.
The sale was effected under a Rule 10b5-1 plan to sell 2.5 million shares that she adopted on March 16, 2026. A first tranche of 1,699,007 Subordinate Voting Shares under this plan has been completed, and she has notified the administering broker-dealer of her intention to terminate the plan on August 11, 2026 before any additional sales.
Rivers also has exposure through Multiple Voting Shares that are convertible into Subordinate Voting Shares on a one-for-100 basis, including holdings reported directly and indirectly via Traunch IV LLC, for which she disclaims beneficial ownership except to the extent of her pecuniary interest.
Trulieve Cannabis Corp. Chairman and CEO Kim A. Rivers reported open-market sales of 1,080,000 Subordinate Voting Shares. She sold 380,000 shares at a weighted average price of $8.469 per share, 400,000 shares at $8.169 per share, and 300,000 shares also at $8.169 per share.
These sales were made under a Rule 10b5-1 plan adopted on March 16, 2026 to sell approximately 2.5 million shares, with a first tranche of 1,699,007 shares covered by a Form 144 filed on June 17, 2026. After these transactions, Rivers directly holds 1,613,724 Subordinate Voting Shares.
She also holds Multiple Voting Shares convertible into 15,166,700 Subordinate Voting Shares directly, and an additional 986,700 underlying Subordinate Voting Shares are held indirectly through Traunch IV LLC, where she may be deemed to exercise voting and investment control but disclaims beneficial ownership except for her pecuniary interest.
Trulieve Cannabis Corp. is asking shareholders to approve a Delaware Domestication, moving its corporate home from British Columbia to Delaware through a court-approved plan of arrangement. The change would keep each investor’s ownership percentage the same, converting existing Subordinate and Multiple Voting Shares into equivalent Delaware classes.
Management argues Delaware better matches Trulieve’s U.S.-based operations, U.S. legal and accounting framework, and NYSE listing, and could improve market acceptance and access to capital. The meeting will be held virtually on August 5, 2026, also seeking authority to adjourn if more time is needed to gather votes.