8-K

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): December 8, 2025

___________________

TRULIEVE CANNABIS CORP.

(Exact Name of Registrant as specified in its charter)

___________________

British Columbia	000-56248	84-2231905
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

6749 Ben Bostic Road Quincy, FL 32351 (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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-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<br><br>Symbol(s)	Name of each exchange<br><br>on which registered
N/A	N/A	N/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 8.01    Other Events.

On December 8, 2025, Trulieve Cannabis Corp. (the “Company”) issued a news release announcing that it has received commitments for a private placement of 10.5% Senior Secured Notes due 2030 (the “Notes”) for aggregate gross proceeds of $100 million (the “Offering”). The Notes, which will be issued at 100% of face value and will be senior secured obligations of the Company. The Notes will bear interest at a rate of 10.5% per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Notes will mature on or about December 17, 2030, five years following the closing date of the offering, and may be redeemed in whole or in part, at any time from time to time, on or after the date that is two years following the issue date at the applicable redemption price set forth in the supplemental indenture to be entered into in connection with the closing of the Offering.

The Company intends to use the net proceeds of the Offering for capital expenditures and other general corporate purposes.

The offering and sale of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the laws of any other jurisdiction, and the Notes are being offered only (1) to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A) or to accredited investors (as defined in Rule 501 of Regulation D) in reliance on exemptions from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and/or pursuant to Section 4(a)(2) of the Securities Act and similar exemptions under applicable U.S. state securities laws and (2) outside the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

A copy of the press release announcing the Company’s receipt of binding commitments in the Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>No.	Description
99.1	Press release dated December 8, 2025
104	Cover 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: December 8, 2025

Document

Trulieve Announces US$100 Million Private Placement

of 10.5% Senior Secured Notes

TALLAHASSEE, Fla. – December 8 2025 – Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and top-performing cannabis company in the U.S., today announced that it has received commitments for a private placement of 10.5% Senior Secured Notes due 2030 (the "Notes") for aggregate gross proceeds of US$100.0 million (the "Offering"). The Notes, which will be issued at 100% of face value, will be senior secured obligations of the Company. The Notes will bear interest at a rate of 10.5% per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Notes will mature on or about December 17, 2030, and may be redeemed in whole or in part, at any time from time to time, on or after the date that is two years following the issue date at the applicable redemption price set forth in the supplemental indenture to be entered into on closing of the Offering.

The Offering is being conducted on a “best-efforts” basis pursuant to the terms of an agency agreement, between the Company and Canaccord Genuity Corp., as sole agent and sole bookrunner, and is expected to close on December 17, 2025, subject to customary closing conditions, including approval of the Canadian Securities Exchange (the "CSE"). The Company intends to make the required filings to list the Notes to be issued pursuant to the Offering on the CSE following the expiry of the four-month Canadian statutory hold period.

The Company intends to use the net proceeds of the Offering for capital expenditures and other general corporate purposes.

The offering and sale of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the laws of any other jurisdiction, and the Notes are being offered only (1) to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A) or to accredited investors (as defined in Rule 501 of Regulation D) in reliance on exemptions from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and/or pursuant to Section 4(a)(2) of the Securities Act and similar exemptions under applicable U.S. state securities laws and (2) outside the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will be offered for sale on a private placement basis in Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws.

Forward-Looking Statements

This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the Company’s expectations or forecasts other plans, intentions, expectations, estimates, and beliefs and include statements regarding the completion of the Offering, the proposed use of the net proceeds of the Offering, the listing of the Notes on the CSE and other matters. Words such as “expects”, “continue”, “will”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company’s current projections and expectations about future events and trends that management believes might affect its financial

condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our periodic reports subsequently filed with the United States Securities and Exchange Commission and in the Company’s filings on SEDAR+ at www.sedarplus.ca. There can be no assurance that any forward-looking information and statements herein will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

About Trulieve

Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with leading market positions in Arizona, Florida, and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com.

Facebook: @Trulieve

Instagram: @Trulieve

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Investor Contact and Media Contact

Christine Hersey, Vice President of Investor Relations

+1 (424) 202-0210

Christine.Hersey@Trulieve.com