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Trulieve Cannabis Corp. (TRLV) completes Delaware domestication and 1:1 share exchange

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

Rhea-AI Filing Summary

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.

Positive

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Negative

  • None.
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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of domestication August 11, 2026 Date the domestication from British Columbia to Delaware became effective
Par value of common stock $0.0001 per share Par value of Delaware common stock, including Class A subordinate and Class B multiple voting shares
Share exchange ratio 1-for-1 Each British Columbia share exchanged for one corresponding Delaware common share of the applicable class
Domestication regulatory
"to continue out from the jurisdiction of the Province of British Columbia, Canada, to the jurisdiction of the State of Delaware (the “Domestication”)"
Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.
Plan of Arrangement regulatory
"The Domestication was consummated pursuant to a Plan of Arrangement, which was approved by the Company’s shareholders"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
Section 3(a)(10) regulatory
"The issuance of the shares of Common Stock was made in reliance upon the exemption from registration provided by Section 3(a)(10)"
A Section 3(a)(10) exemption is a U.S. securities rule that lets a company issue new stock or other securities without registering them with regulators when the terms are reviewed and approved by a court or government official after a hearing. Think of it as a judge signing off on a private trade so it skips the usual public paperwork; for investors, that means quicker deals but potentially less public disclosure and different resale or legal protections compared with registered securities.
Delaware General Corporation Law regulatory
"governed by the Certificate of Incorporation, the Bylaws and the DGCL, which contain provisions that differ"
A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.
Indemnification Agreements regulatory
"the Company has or will enter into indemnification agreements with each of the Company’s executive officers and directors"
Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Trulieve Cannabis Corp. (TRLV) change with this 8-K?
Trulieve Cannabis Corp. changed its jurisdiction of incorporation from British Columbia, Canada, to Delaware. The domestication became effective on August 11, 2026, with new Delaware governing documents now controlling shareholder rights.

How were TRLV shares affected by the Delaware domestication?
Each British Columbia subordinate voting share became one Class A subordinate voting common share, and each multiple voting share became one Class B multiple voting common share, all with a par value of $0.0001, on a one-for-one exchange basis.

What happens to Trulieve (TRLV) stock options, RSUs and PSUs after domestication?
All outstanding options, RSUs and PSUs tied to British Columbia subordinate voting shares were converted into awards over Delaware subordinate voting shares on equivalent terms under the Third Amended and Restated 2021 Omnibus Incentive Plan.

Which laws now govern shareholder rights at Trulieve Cannabis Corp. (TRLV)?
Shareholder rights are now governed by the Delaware certificate of incorporation, Delaware bylaws and the Delaware General Corporation Law, replacing the prior British Columbia corporate law and organizational documents.

Did Trulieve (TRLV) issue new shares in an unregistered transaction?
Yes. The new Delaware common shares issued in exchange for British Columbia shares were issued in reliance on Section 3(a)(10) of the U.S. Securities Act of 1933, following court approval of the Plan of Arrangement.

What indemnification protections were put in place for TRLV officers and directors?
Trulieve has entered, or will enter, into indemnification agreements with its executive officers and directors. These provide indemnification and advancement of expenses for claims arising from their service to the company.
false000175419512/3100017541952026-08-112026-08-11

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): August 11, 2026
___________________
TRULIEVE CANNABIS CORP.
(Exact Name of Registrant as specified in its charter)
___________________
Delaware000-5624884-2231905
(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
Subordinate Voting Shares, $0.0001 par valueTRLVThe New York Stock Exchange


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


Introductory Note

This Current Report on Form 8-K is being filed by Trulieve Cannabis Corp., a Delaware corporation (“Trulieve Delaware”), as the successor to Trulieve Cannabis Corp., a corporation previously existing under the laws of the Province of British Columbia, Canada (“Trulieve British Columbia”) prior to changing its jurisdiction to the State of Delaware. For purposes of this Current Report on Form 8-K, the terms the “Company,” “Trulieve,” “we,” “us” and “our” refer to (i) Trulieve British Columbia or (ii) Trulieve Delaware, as applicable.

On August 11, 2026, (the “Effective Date”), the Company filed a certificate of domestication (“Certificate of Domestication”) and certificate of incorporation (“Certificate of Incorporation” and together with the Certificate of Domestication, the “Governing Documents”) with the Secretary of State of the State of Delaware to continue out from the jurisdiction of the Province of British Columbia, Canada, to the jurisdiction of the State of Delaware (the “Domestication”). The Domestication was consummated pursuant to a Plan of Arrangement, which was approved by the Company’s shareholders at a special meeting of the shareholders held on August 5, 2026 (the “Plan of Arrangement”), and a Final Order issued by the Supreme Court of British Columbia, Canada on August 10, 2026.

Following the time at which the Governing Documents become effective (the “Effective Time”) on the Effective Date, pursuant to the Plan of Arrangement and by operation of law, (i) all the property, rights, interests, privileges and powers of the Company continue to be property, rights, interests, privileges and powers of the Company; (ii) all debt due to the Company, its subsidiaries, all rights under all contracts and all other causes of action belonging to the Company immediately prior to the Effective Time continue to be vested in the Company; (iii) all debts, liabilities, obligations and duties of the Company immediately prior to the Effective Time remain attached to the Company following the Effective Time and continue to be debts, liabilities, obligations and duties of the Company, and (iv) any existing cause of action, claim or liability to prosecution remains unaffected, a legal proceeding being prosecuted or pending by or against the Company may be prosecuted or its prosecution may be continued, as the case may be, by or against the Company following the Effective Time, and a conviction against, or a ruling, order or judgment in favor of or against, the Company may be enforced by or against the Company following the Effective Time.

The Plan of Arrangement is attached hereto as Exhibit 2.1 and is incorporated by reference herein. For additional information regarding the Domestication, please refer to the management information circular and definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov and on SEDAR+ in Canada at www.sedarplus.ca on June 25, 2026 (the “Proxy Statement”).
 


Item 1.01. Entry into a Material Definitive Agreement.

In connection with the consummation of the Domestication and pursuant to the Company’s Certificate of Incorporation, Bylaws (as defined below) and the Delaware General Corporation Law (the “DGCL”), the Company has or will enter into indemnification agreements with each of the Company’s executive officers and directors providing for the indemnification of, and advancement of expenses to, each such person in connection with claims, suits or proceedings arising as a result of such person’s service as an officer or director of the Company (the “Indemnification Agreements”).

The above description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

As part of the Domestication, the previously authorized, issued and outstanding subordinate voting shares of the Company (the “BC Subordinate Voting Shares”) and the multiple voting shares of the Company (the “BC Multiple Voting Shares”) were deemed to be exchanged on the Effective Date for the applicable class of authorized, issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) on a one-for-one basis, with each BC Subordinate Voting Share exchanged for one issued and outstanding share of Class A subordinate voting Common Stock (the “Subordinate Voting Shares”) and each BC Multiple Voting Share exchanged for Class B multiple voting Common Stock (the “Multiple Voting Shares”). The issuance of the shares of Common Stock was made in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act of 1933, as amended.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Effective Date, (i) each BC Subordinate Voting Share was automatically exchanged into one issued and outstanding Subordinate Voting Share, without any action required on the part of the Company or the holders thereof; (ii) each BC Multiple Voting Share was automatically exchanged into one issued and outstanding Multiple Voting Share, without any action required on the part of the Company or the holders thereof; and (iii) each outstanding stock option to purchase BC Subordinate Voting Shares, and each restricted stock unit (“RSU”) or performance stock unit (“PSU”) that was to be settled in BC Subordinate Voting Shares was deemed to be converted into and exchanged for a stock option, RSU or PSU to purchase or receive (as applicable) Subordinate Voting Shares, on equivalent terms pursuant to the terms of the Third Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan and applicable award agreement.

In connection with the consummation of the Domestication, the Company adopted the Certificate of Incorporation and Bylaws (the “Bylaws”), each of which is described in the Proxy Statement. The rights of holders of the Company’s capital stock are now governed by the Certificate of Incorporation, the Bylaws and the DGCL, which contain provisions that differ in certain respects from Trulieve British Columbia’s organizational documents and British Columbia law. The sections of the Proxy Statement entitled “Comparison of Shareholders’ Rights under British Columbia and Delaware Law” and “Comparison of Certificate of Incorporation and Company Delaware Bylaws with the BC Notice of Articles and BC Articles” under “Proposal 1: Approval of Delaware Domestication” describe the general effects of changes to the rights of the Company’s shareholders, and are incorporated herein by reference. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Domestication, Certificate of Incorporation and the Bylaws, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, each of which is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitDescription
2.1
Plan of Arrangement
3.1
Certificate of Domestication
3.2
Trulieve Cannabis Corp. Certificate of Incorporation
3.3
Trulieve Cannabis Corp. Bylaws
10.1
Form of Indemnification Agreement between Trulieve Cannabis Corp. and its directors and officers
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: August 11, 2026

Source: View Original Filing on SEC EDGAR

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