8-K

Trulieve Cannabis Corp. (TCNNF)

8-K 2025-11-05 For: 2025-11-05
View Original
Added on April 04, 2026

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): November 5, 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 2.02    Results of Operations and Financial Condition.

On November 5, 2025, Trulieve Cannabis Corp. (the “Company”) announced via press release its results for the three and nine months ended September 30, 2025. A copy of the Company’s press release is hereby furnished to the Commission and incorporated herein by reference as Exhibit 99.1.

Item 7.01    Regulation FD Disclosure.

The Company from time to time presents at various industry and other conferences and provides summary business information. A copy of the slide presentation that will be used by representatives of the Company in connection with such presentations (the “Corporate Presentation”) is attached to this Current Report on Form 8-K as Exhibit 99.2. The Corporate Presentation is current as of November 5, 2025, and the Company disclaims any obligation to correct or update this material in the future.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

Exhibit<br><br>No. Description
99.1* Press release dated November 5, 2025
99.2* Corporate Presentation dated November 5, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*The information in the press release attached as Exhibit 99.1 and the corporate presentation attached as Exhibit 99.2 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

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: November 5, 2025

Document

Exhibit 99.1

logoclearjpga.jpg

Trulieve Reports Third Quarter 2025 Results Demonstrating

Operational Discipline and Cash Flow Strength

•Third quarter revenue of $288 million, with 59% gross margin
•Year to date cash flow from operations of $214 million and free cash flow of $173 million*
•Sold over 12.5 million branded products in the third quarter, up 7% compared to last year

Tallahassee, FL – November 5, 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 its results for the quarter ended September 30, 2025. Results are reported in U.S. dollars and in accordance with U.S. Generally Accepted Accounting Principles (GAAP), unless otherwise indicated. Numbers may not sum perfectly due to rounding.

Q3 2025 Financial and Operational Highlights*

•Revenue of $288 million, with 94% of revenue from retail sales.

•Achieved gross margin of 59%, with GAAP gross profit of $170 million.

•Reported net loss attributable to common shareholders of $27 million. Adjusted net loss of $12 million* excludes non-recurring charges, asset impairments, disposals and discontinued operations.

•Achieved adjusted EBITDA of $103 million*, or 36% of revenue, up 7% year over year.

•Generated cash flow from operations of $77 million and free cash flow of $64 million*.

•Cash at quarter end was $458 million.

•Added Chief Financial Officer Jan Reese to the leadership team and appointed Matthew Foulston to the Board of Directors.

•Rewards program members reached 820,000 members as of September 30, 2025. Loyalty members accounted for 77% of transactions during the third quarter.

•Launched new Roll One Clutch All In One vapes in Florida, selling out in under two weeks.

•Expanded distribution of Onward premium THC beverages in Florida and Illinois, launched new Upward THC energy drinks, and introduced five new 10mg flavors.

•Opened one dispensary in Cincinnati, Ohio and relocated one dispensary to Bisbee, Arizona.

*See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

Recent Developments

•Announced planned redemption of $368 million of senior secured notes due 2026.

•Launched new mobile app serving Florida customers enabling patients to browse and reserve products, view promotions, and check rewards status through a seamless digital experience.

•Currently operate 232 retail dispensaries and over four million square feet of cultivation and processing capacity in the United States.

Management Commentary

“Our 2025 strategic plan is delivering results, with demonstrable progress on reform, customers, distribution, and branded products,” said Kim Rivers, Trulieve CEO. “Significant flexibility in our core business and strong cash generation continue to set us apart in a dynamic market.”

Financial Highlights*

Results of Operations For the Three Months Ended For the Nine Months Ended
(Figures in millions except per share data) September 30, 2025 September 30, 2024 % Better / (Worse) June 30, 2025 % Better / (Worse) September 30, 2025 September 30, 2024 % Better / (Worse)
Revenue $ 288 $ 284 1% $ 302 (5%) $ 888 $ 885 —%
Gross profit $ 170 $ 173 (2%) $ 183 (7%) $ 536 $ 529 1%
Gross margin % 59% 61% 61% 60% 60%
Operating expenses $ 128 $ 173 26% $ 130 2% $ 408 $ 432 6%
Operating expenses % 44% 61% 43% 46% 49%
Net loss** $ (27) $ (60) 55% $ (14) (95%) $ (73) $ (95) 23%
Net loss continuing operations $ (24) $ (60) 61% $ (16) (50%) $ (72) $ (94) 24%
Adjusted net (loss) income $ (12) $ (12) (5%) $ (8) (61%) $ (24) $ (22) (8%)
Basic and diluted shares outstanding 191 190 191 191 190
EPS continuing operations $ (0.11) $ (0.32) 64% $ (0.07) (62%) $ (0.35) $ (0.52) 34%
Adjusted EPS $ (0.07) $ (0.06) (5%) $ (0.04) (61%) $ (0.12) $ (0.12) (7%)
Adjusted EBITDA $ 103 $ 96 7% $ 111 (7%) $ 322 $ 309 4%
Adjusted EBITDA Margin % 36% 34% 37% 36% 35%

*See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

**Net loss attributable to common shareholders which excludes non-controlling interest.

Conference Call

The Company will host a conference call and live audio webcast on November 5, 2025, at 8:30 A.M. Eastern time, to discuss its third quarter 2025 financial results. Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call.

North American toll free: 1-844-824-3830 Passcode: 9870622
International: 1-412-542-4136 Passcode: 9870622

A live audio webcast of the conference call will be available at:

Trulieve Third Quarter 2025 Results Call

A powerpoint presentation and archived replay of the webcast will be available at:

https://investors.trulieve.com/events

The Company’s Form 10-Q for the quarter ended September 30, 2025 will be available on the SEC’s website or at https://investors.trulieve.com/quarterly-results. The Company’s Management's Discussion and Analysis for the period and the accompanying financial statements and notes will be available under the Company’s profile on https://www.sedarplus.ca and on its website at https://investors.trulieve.com/quarterly-results. This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.

Trulieve Cannabis Corp.

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except for share data)

September 30,<br>2025 December 31,<br>2024
ASSETS
Current Assets:
Cash and cash equivalents $ 449.2 $ 238.8
Short-term investments 60.4
Restricted cash - current 0.9 0.9
Accounts receivable, net 10.5 8.3
Inventories 243.3 231.4
Income tax receivable 7.4 10.0
Prepaid expenses 20.7 23.0
Other current assets 22.1 26.2
Notes receivable - current portion, net 1.6 4.8
Assets associated with discontinued operations 0.9 0.9
Total current assets 756.4 604.6
Property and equipment, net 694.0 716.1
Right of use assets - operating, net 110.7 119.5
Right of use assets - finance, net 60.9 64.4
Intangible assets, net 815.3 859.5
Goodwill 483.9 483.9
Restricted cash 7.5
Notes receivable, net 0.5 0.5
Other assets 10.4 19.8
Long-term assets associated with discontinued operations 1.9 2.0
TOTAL ASSETS $ 2,941.6 $ 2,870.3
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities $ 81.3 $ 94.0
Deferred revenue 8.9 8.0
Notes payable - current portion 3.7 3.4
Operating lease liabilities - current portion 12.8 12.1
Finance lease liabilities - current portion 10.4 9.5
Construction finance liabilities - current portion 2.3 1.9
Contingencies 0.8 6.3
Liabilities associated with discontinued operations 3.9 3.1
Total current liabilities 124.1 138.5
Long-Term Liabilities:
Private placement notes, net 366.1 364.8
Notes payable, net 107.7 111.9
Operating lease liabilities 110.5 117.5
Finance lease liabilities 65.2 67.7
Construction finance liabilities 134.3 135.5
Deferred tax liabilities 181.9 196.5
Uncertain tax position liabilities 616.3 445.2
Other long-term liabilities 11.8 5.0
Long-term liabilities associated with discontinued operations 37.4 38.6
TOTAL LIABILITIES $ 1,755.3 $ 1,621.2
SHAREHOLDERS’ EQUITY
Common stock, no par value; unlimited shares authorized. 191,144,583 and 191,005,940 shares issued and outstanding as of September 30,<br>2025 and December 31, 2024, respectively. $ $
Additional paid-in-capital 2,073.0 2,057.0
Accumulated deficit (869.2) (795.7)
Non-controlling interest (17.5) (12.3)
TOTAL SHAREHOLDERS’ EQUITY 1,186.3 1,249.0
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,941.6 $ 2,870.3

Trulieve Cannabis Corp.

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except for share data)

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2025 2024 2025 2024
Revenue $ 288.2 $ 284.3 $ 888.0 $ 885.3
Cost of goods sold 118.3 111.0 352.0 356.6
Gross profit 169.9 173.3 536.0 528.7
Expenses:
Selling, general, and administrative 99.0 148.6 318.9 352.5
Depreciation and amortization 29.5 28.3 88.2 84.2
Impairment and other charges, net of (recoveries) (0.9) (4.3) 0.7 (4.4)
Total expenses 127.6 172.7 407.8 432.3
Income from operations 42.2 0.6 128.2 96.5
Other income (expense):
Interest expense, net (16.1) (17.5) (48.8) (47.6)
Interest income 4.4 4.2 11.1 11.5
Other expense, net (1.2) (0.2) (2.0) (4.8)
Total other expense, net (12.9) (13.5) (39.7) (40.9)
Income (loss) before provision for income taxes 29.3 (12.8) 88.5 55.6
Provision for income taxes 53.0 47.4 160.2 150.0
Net loss from continuing operations (23.7) (60.2) (71.7) (94.4)
Net loss from discontinued operations, net of tax benefit (provision) of $0, $0, $(441), and $0, respectively (5.0) (1.6) (7.0) (4.6)
Net loss (28.8) (61.9) (78.7) (99.0)
Less: net loss attributable to non-controlling interest from continuing operations (1.9) (1.7) (5.2) (3.7)
Net loss attributable to common shareholders $ (26.8) $ (60.2) $ (73.5) $ (95.3)
Earnings Per Share
Net loss per share - Continuing operations:
Basic and diluted $ (0.11) $ (0.32) $ (0.35) $ (0.52)
Net loss per share - Discontinued operations:
Basic and diluted $ (0.03) $ (0.01) $ (0.04) $ (0.02)
Weighted average number of common shares used in computing net loss per share:
Basic and diluted 191.2 190.2 191.2 190.0

Trulieve Cannabis Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2025 2024 2025 2024
Cash flows from operating activities
Net loss $ (28.8) $ (61.9) $ (78.7) $ (99.0)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 29.5 28.3 88.2 84.2
Depreciation included in cost of goods sold 13.9 13.3 41.5 40.1
Impairment and other charges, net of (recoveries) 2.6 (4.3) 2.5 (4.4)
Share-based compensation 5.8 5.5 16.5 15.6
Deferred income taxes (4.7) (6.2) (14.7) (2.7)
Other non-cash changes 3.7 3.2 16.0 14.1
Changes in operating assets and liabilities:
Inventories (1.8) (13.3) (11.9) (8.3)
Accounts receivable (1.5) (3.4) (0.7)
Other assets 4.7 3.8 3.3 (7.0)
Accounts payable and accrued liabilities 0.3 4.9 (11.6) 4.6
Income tax receivable / payable (0.1) 0.5 2.6 (4.3)
Other liabilities (4.9) 2.5 (13.7) (1.1)
Uncertain tax position liabilities 56.6 51.0 171.1 203.8
Proceeds received from insurance for operating expenses 4.4 5.7 5.9
Net cash provided by operating activities 76.8 30.3 213.6 240.8
Cash flows from investing activities
Purchases of property and equipment (12.3) (38.1) (40.8) (79.9)
Purchases of internal use software (4.3) (6.8) (12.6) (18.3)
Purchases of short-term investments (80.0) (80.0)
Maturities of short-term investments (0.4) 60.0
Other purchases and payments 0.1 (7.1) (0.1) (7.6)
Other proceeds 1.5 0.5 12.9 2.4
Net cash provided by (used in) investing activities (15.4) (131.5) 19.4 (183.4)
Cash flows from financing activities
Payments on long-term borrowings (2.0) (2.3) (7.5) (6.4)
Payments for taxes related to net share settlement of equity awards (0.2) (12.2) (0.5) (12.3)
Other payments and distributions (2.6) (1.9) (7.1) (11.7)
Proceeds from equity exercises 0.2
Other proceeds 3.0
Net cash used in financing activities (4.8) (16.4) (15.1) (27.1)
Net increase in cash, cash equivalents, and restricted cash 56.6 (117.5) 217.9 30.3
Cash, cash equivalents, and restricted cash, beginning of period 401.0 356.1 239.7 208.0
Cash and cash equivalents of discontinued operations, beginning of period 0.3
Less: cash and cash equivalents of discontinued operations, end of period
Cash, cash equivalents, and restricted cash, end of period $ 457.6 $ 238.6 $ 457.6 $ 238.6

The condensed consolidated statements of cash flows include continuing operations and discontinued operations for the periods presented.

Non-GAAP Financial Measures (Unaudited)

In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, adjusted net (loss) income, adjusted net (loss) income per diluted share, and free cash flow.

The Company calculates EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization; adjusted EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization and also excludes certain extraordinary items; EBITDA margin as EBITDA as % of revenue; adjusted EBITDA margin as adjusted EBITDA as % of revenue; adjusted net income (loss) as net income (loss) less certain extraordinary items; adjusted EPS as adjusted net income (loss) divided by basic and diluted shares outstanding; and free cash flow as cash flow from operations less capital expenditures.

Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures are not, and should not be considered as, measures of liquidity. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

Reconciliation of Non-GAAP EBITDA and Adjusted EBITDA (Unaudited)

The following table presents a reconciliation of GAAP net loss attributable to common shareholders to non-GAAP EBITDA and Adjusted EBITDA for each of the periods presented:

(Amounts expressed in millions of United States dollars) Three Months Ended For the Nine Months Ended
September 30, 2025 September 30, 2024 June 30, 2025 September 30, 2025 September 30, 2024
Net loss attributable to common shareholders $ (26.8) $ (60.2) $ (13.8) $ (73.5) $ (95.3)
Add (deduct) impact of:
Interest expense, net $ 16.1 $ 17.5 $ 16.4 $ 48.8 $ 47.6
Interest income $ (4.4) $ (4.2) $ (3.6) $ (11.1) $ (11.5)
Provision for income taxes $ 53.0 $ 47.4 $ 54.7 $ 160.2 $ 150.0
Depreciation and amortization $ 29.5 $ 28.3 $ 29.4 $ 88.2 $ 84.2
Depreciation included in cost of goods sold $ 13.9 $ 13.3 $ 13.7 $ 41.5 $ 40.1
EBITDA (Non-GAAP) $ 81.3 $ 42.1 $ 96.8 $ 254.1 $ 215.0
EBITDA Margin (Non-GAAP) 28% 15% 32% 29% 24%
Impairment and other charges, net of (recoveries) $ (0.9) $ (4.3) $ (0.3) $ 0.7 $ (4.4)
Campaign and political contributions $ 6.3 $ 48.4 $ 4.4 $ 33.7 $ 62.7
Acquisition, transaction, and other non-recurring costs $ 3.8 $ 2.6 $ 1.6 $ 8.5 $ 10.6
Share-based compensation $ 5.8 $ 5.5 $ 6.8 $ 16.5 $ 15.6
Other expense (income), net $ 1.2 $ 0.2 $ 1.0 $ 2.0 $ 4.8
Discontinued operations, net of tax, attributable to common shareholders $ 5.0 $ 1.6 $ 0.3 $ 7.0 $ 4.6
Adjusted EBITDA (Non-GAAP) $ 102.7 $ 96.1 $ 110.6 $ 322.5 $ 308.8
Adjusted EBITDA Margin (Non-GAAP) 36% 34% 37% 36% 35%

Reconciliation of Non-GAAP Adjusted Net (Loss) Income (Unaudited)

The following table presents a reconciliation of GAAP net loss attributable to common shareholders to non-GAAP adjusted net (loss) income, for each of the periods presented:

For the Three Months Ended For the Nine Months Ended
(Amounts expressed in millions of United States dollars) September 30, 2025 September 30, 2024 June 30, 2025 September 30, 2025 September 30, 2024
Net loss attributable to common shareholders $ (26.8) $ (60.2) $ (13.8) $ (73.5) $ (95.3)
Net loss from discontinued operations, net of tax, attributable to common shareholders $ 5.0 $ 1.6 $ 0.3 $ 7.0 $ 4.6
Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ $ (2.1) $ $ $ (9.0)
Net loss from continuing operations available to common shareholders $ (21.8) $ (60.6) $ (13.5) $ (66.5) $ (99.7)
Add (deduct) impact of:
Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ $ 2.1 $ $ $ 9.0
Impairment and other charges, net of (recoveries) $ (0.9) $ (4.3) $ (0.3) $ 0.7 $ (4.4)
Campaign and political contributions $ 6.3 $ 48.4 $ 4.4 $ 33.7 $ 62.7
Acquisition, transaction, and other non-recurring costs $ 3.8 $ 2.6 $ 1.6 $ 8.5 $ 10.6
Adjusted net (loss) income (Non-GAAP) $ (12.5) $ (11.9) $ (7.7) $ (23.6) $ (21.9)

Reconciliation of Non-GAAP Adjusted Net (Loss) Income Per Diluted Share (Unaudited)

The following table presents a reconciliation of GAAP net loss attributable to common shareholders per share to non-GAAP adjusted net (loss) income per diluted share, for each of the periods presented:

For the Three Months Ended For the Nine Months Ended
(Amounts expressed are per share except for shares which are in millions) September 30, 2025 September 30, 2024 June 30, 2025 September 30, 2025 September 30, 2024
Net loss attributable to common shareholders $ (0.14) $ (0.32) $ (0.07) $ (0.38) $ (0.50)
Net loss from discontinued operations, net of tax, attributable to common shareholders $ 0.03 $ 0.01 $ 0.00 $ 0.04 $ 0.02
Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ $ (0.01) $ $ $ (0.05)
Net loss from continuing operations available to common shareholders $ (0.11) $ (0.32) $ (0.07) $ (0.35) $ (0.52)
Add (deduct) impact of:
Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ $ 0.01 $ $ $ 0.05
Impairment and other charges, net of (recoveries) $ (0.00) $ (0.02) $ (0.00) $ 0.00 $ (0.02)
Campaign and political contributions $ 0.03 $ 0.25 $ 0.02 $ 0.18 $ 0.33
Acquisition, transaction, and other non-recurring costs $ 0.02 $ 0.01 $ 0.01 $ 0.04 $ 0.06
Adjusted net (loss) income (Non-GAAP) $ (0.07) $ (0.06) $ (0.04) $ (0.12) $ (0.12)
Basic and diluted shares outstanding 191.2 190.2 191.2 191.2 190.0

Reconciliation of Non-GAAP Free Cash Flow (Unaudited)

The following table presents a reconciliation of GAAP cash flow from operating activities to non-GAAP free cash flow, for each of the periods presented:

For the Three Months Ended For the Nine Months Ended
(Amounts expressed in millions of United States dollars) September 30, 2025 September 30, 2024 June 30, 2025 September 30, 2025 September 30, 2024
Cash flow from operating activities $ 76.8 $ 30.3 $ 86.1 $ 213.6 $ 240.8
Payments for property and equipment $ (12.3) $ (38.1) $ (11.6) $ (40.8) $ (79.9)
Free cash flow (Non-GAAP) $ 64.4 $ (7.8) $ 74.5 $ 172.8 $ 160.9

Forward-Looking Statements

This news release includes forward-looking information and statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation (collectively herein referred to as “forward-looking statements”). These forward-looking statements relate to the Company’s expectations or forecasts of business, operations, financial performance, cash flows, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company’s 2025 objectives, growth opportunities, and positioning for the future. 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 financial 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 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 statements herein, including, without limitation, the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in our periodic reports subsequently filed with the United States Securities and Exchange Commission and in the Company’s filings on https://www.sedarplus.ca. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements 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 statements. Any forward-looking 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 statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking 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

X: @Trulieve

Investor Contact

Christine Hersey, Vice President of Investor Relations

+1 (424) 202-0210

Christine.Hersey@Trulieve.com

Media Contact

Phil Buck, APR, Corporate Communications Manager

+1 (406) 370-6226

Philip.Buck@Trulieve.com

exhibit992tcnnfpresentat

Third Quarter 2025 Investor Presentation November 2025 CSE: TRUL OTCQX: TCNNF


www.trulieve.com 2 Forward-Looking Statements Unless the context otherwise requires, the terms “Company,” “Trulieve,” “we,” “us” and “our” in this presentation refer to Trulieve Cannabis Corp. and its subsidiaries. This presentation includes forward-looking information and statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation (collectively herein referred to as “forward-looking statements”). These forward-looking statements relate to the Company’s expectations or forecasts of business, operations, financial performance, cash flows, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company’s 2025 objectives, growth opportunities, and positioning for the future. 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 financial 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 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 statements herein, including, without limitation, the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in our periodic reports subsequently filed with the United States Securities and Exchange Commission and in the Company’s filings on https://www.sedarplus.ca/landingpage/. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements 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 statements. Any forward-looking 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 statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise. PLEASE NOTE: MARIJUANA IS ILLEGAL UNDER U.S. FEDERAL LAW, INCLUDING ITS CONSUMPTION, POSSESSION, CULTIVATION, DISTRIBUTION, MANUFACTURING, DISPENSING, AND POSSESSION WITH INTENT TO DISTRIBUTE. Forward-looking statements made in this document are made only as of the date of their initial publication, and the Company undertakes no obligation to publicly update any of these forward-looking statements as actual events unfold.


www.trulieve.com 3 Management’s Use of Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including adjusted SG&A, adjusted SG&A as % revenue, adjusted net income (loss), adjusted net income (loss) per diluted share, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, and free cash flow. The Company calculates adjusted SG&A as SG&A less extraordinary expenses; adjusted SG&A margin as % of revenue; adjusted net income (loss) as net income (loss) less certain extraordinary items; adjusted net income (loss) per diluted share as adjusted net income (loss) divided by basic and diluted shares outstanding; EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization; EBITDA margin as EBITDA as % of revenue; adjusted EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization and also excludes certain extraordinary items; adjusted EBITDA margin as adjusted EBITDA as % of revenue; free cash flow as cash flow from operations less capital expenditures. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures are not and should not be considered as measures of liquidity. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found at the end of this presentation on the slides captioned “Reconciliation of Non-GAAP Financial Measures”. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.


www.trulieve.com 4 Agenda • Third Quarter 2025 Financial and Operational Highlights • Revenue Highlights • Recent Developments • Tax Position • 2025 Focus Areas • Financial Targets • Financial Highlights


www.trulieve.com 5 Third Quarter 2025 Financial and Operational Highlights* • Revenue $288 million, with 94% of revenue from retail sales • GAAP gross profit of $170 million and 59% gross margin • Net loss attributable to common shareholders of $27 million • Adjusted net loss of $12 million excludes non-recurring charges, asset impairments, disposals and discontinued operations • Adjusted EBITDA of $103 million, or 36% of revenue, up 7% year over year • Cash flow from operations of $77 million and free cash flow of $64 million • Added Chief Financial Officer Jan Reese to the leadership team and appointed Matthew Foulston to the Board of Directors • Rewards program members reached 820,000 members as of September 30, 2025 and accounted for 77% of transactions during the third quarter • Launched new Roll One Clutch All In One vapes in Florida, selling out in under two weeks • Expanded distribution of Onward premium THC beverages in Florida and Illinois, launched new Upward THC energy drinks, and introduced five new 10mg flavors • Opened one new dispensary in Cincinnati, Ohio and relocated one dispensary to Bisbee, Arizona * Adjusted net income, adjusted EBITDA and free cash flow are non-GAAP financial measures. See slides 14-16 for reconciliation to GAAP for all non-GAAP financial measures. Numbers may not sum perfectly due to rounding.


www.trulieve.com 6 Revenue Highlights • Retail revenue $271 million • Traffic up 6% versus last year • Consistent with historical seasonal patterns • Sold over 12.5 million branded products • Up 7% year over year • Customer retention 68% companywide and 76% medical only • Exited quarter with 30% of retail locations outside of the state of Florida and 86% of dispensaries serving only medical patients


www.trulieve.com 7 Recent Developments • Announced planned redemption of $368 million of senior secured notes due 2026 • Launched new mobile app serving Florida customers enabling patients to browse and reserve products, view promotions, and check rewards status through a seamless digital experience • Currently operate 232 retail dispensaries and over 4 million square feet of cultivation and processing capacity in the United States


www.trulieve.com 8 Tax Position • In Q4 2023, Trulieve filed amended federal tax returns for 2019, 2020, and 2021 claiming $143 million of refunds and corresponding amended state returns claiming $31 million of refunds • Amended returns were supported by legal interpretations that challenge the tax liability under Section 280E of the Internal Revenue Code • Refund checks of approximately $114 million received to date of $174 million claimed • Rejection notices for returns seeking $10.8 million of refunds • While challenge is ongoing, taxes are swept into an uncertain tax position • Balance sheet includes amended return refund checks received, the amount of tax underpaid if 280E applied, and interest accrued • Balance sheet uncertain tax position liability was $616 million at September 30, 2025, with $580 million related to this tax challenge • Trulieve continues to make tax payments as a customary U.S. taxpayer without tax payments associated with 280E of the tax code until final resolution is reached • Tax payments on deposit from 2022 and 2023 were $89 million at September 30, 2025 • Without the effect of 280E, Q3 2025 net income would have been positive Numbers may not sum perfectly due to rounding.


www.trulieve.com 9 2025 Focus Areas Customer • Attract and Retain Customers • Deliver Exceptional Customer Experiences • Build and Reinforce Brand Loyalty Distribution • Expand Retail Network • Refresh, Remodel and Relocate Dispensaries As Needed • Strengthen and Expand Wholesale Partnerships Branded Products • Manage Portfolio of Internal and Partner Brands • Expand Production of Modern Flower, Roll One, and Sweet Talk • Develop Beverage Brands Onward and Upward Reform • Support federal reform including Rescheduling, SAFER Banking, and States 2.0 Act • Expand access to cannabis across state markets including Florida and Pennsylvania


Financials


www.trulieve.com 11 Financial Targets Financial Targets: • Anticipate fourth quarter revenue will be up low single-digits compared to the third quarter • 2025 cash flow from operations of at least $250 million expected • 2025 capital expenditures up to $45 million expected Financial Position as of September 30, 2025: • $458 million in cash • $478 million of debt at 7.9% interest • Includes $368 million of senior secured notes due 2026 to be redeemed in December 2025


www.trulieve.com 12 Financial Highlights* *Adjusted SG&A, adjusted SG&A as % revenue, adjusted net (loss) income, adjusted net (loss) income per diluted share, adjusted EBITDA, and adjusted EBITDA margin are Non-GAAP financial measures. See slides 14-16 for reconciliation to GAAP for all non-GAAP financial measures. **Includes discontinued operations. INCOME STATEMENT HIGHLIGHTS (USD millions, except per share data) Q3:25 Q2:25 Q1:25 Q4.24 Q3:24 Q2:24 Q1:24 Q4:23 Q3:23 2024 2023 Revenue 288.2 302.1 297.8 301.1 284.3 303.4 297.6 287.0 275.2 1,186.5 1,129.2 Gross profit 169.9 182.9 183.2 187.0 173.3 181.6 173.8 153.9 142.9 715.7 588.6 Gross margin 58.9 % 60.6 % 61.5 % 62.1 % 61.0 % 59.9 % 58.4 % 53.6 % 51.9 % 60.3 % 52.1 % SG&A 99.0 101.1 118.8 157.9 148.6 102.6 101.3 96.3 93.9 510.5 386.2 SG&A as % revenue 34.4 % 33.5 % 39.9 % 52.4 % 52.3 % 33.8 % 34.0 % 33.6 % 34.1 % 43.0 % 34.2 % Adjusted SG&A 86.9 91.2 91.4 93.3 96.1 93.0 86.6 83.7 84.6 368.9 336.1 Adjusted SG&A as % revenue 30.2 % 30.2 % 30.7 % 31.0 % 33.8 % 30.6 % 29.1 % 29.2 % 30.7 % 31.1 % 29.8 % Depreciation and amortization 29.5 29.4 29.3 28.6 28.3 28.1 27.8 27.2 27.0 112.8 109.8 Net (loss) income** (26.8) (13.8) (32.9) (59.8) (60.2) (12.0) (23.1) (33.4) (25.4) (155.1) (526.8) Net (loss) income continuing operations (23.7) (15.8) (32.1) (60.5) (60.2) (10.7) (23.5) (36.6) (22.9) (154.9) (435.9) Adjusted net (loss) income (12.5) (7.7) (3.4) 2.9 (11.9) 0.2 (10.2) (22.8) (14.7) (19.0) (69.8) Net (loss) income per diluted share** (0.14) (0.07) (0.17) (0.27) (0.33) (0.05) (0.17) (0.18) (0.13) (0.82) (2.79) Net (loss) income continuing operations per diluted share** (0.11) (0.07) (0.16) (0.26) (0.32) (0.04) (0.16) (0.19) (0.12) (0.79) (2.28) Adjusted net (loss) income per diluted share** (0.07) (0.04) (0.02) 0.02 (0.06) 0.00 (0.05) (0.12) (0.08) (0.10) (0.37) Adjusted EBITDA 102.7 110.6 109.2 111.4 96.1 107.0 105.8 87.8 77.7 420.2 322.3 Adjusted EBITDA Margin 35.6 % 36.6 % 36.7 % 37.0 % 33.8 % 35.2 % 35.5 % 30.6 % 28.2 % 35.4 % 28.5 %


www.trulieve.com 13 Financial Highlights SHARE COUNT ESTIMATE Subordinate Voting Shares 167.9 Multiple Voting Shares* 0.2 Total Shares Outstanding 191.1 Employee Stock Options/RSUs 3.2 Pro Forma Estimated Shares 194.3 *converted at 100 subordinate shares per 1 multiple voting share (millions as of September 30, 2025 on as if converted basis) excludes 2.6 million unexercisable options excludes 8.3 million nonvested RSUs


www.trulieve.com 14 Reconciliation of Non-GAAP Financial Measures EBITDA and Adjusted EBITDA Net loss attributable to common shareholders $ (26.8) $ (60.2) $ (13.8) $ (73.5) $ (95.3) Add (deduct) impact of: Interest expense, net $ 16.1 $ 17.5 $ 16.4 $ 48.8 $ 47.6 Interest income $ (4.4) $ (4.2) $ (3.6) $ (11.1) $ (11.5) Provision for income taxes $ 53.0 $ 47.4 $ 54.7 $ 160.2 $ 150.0 Depreciation and amortization $ 29.5 $ 28.3 $ 29.4 $ 88.2 $ 84.2 Depreciation included in cost of goods sold $ 13.9 $ 13.3 $ 13.7 $ 41.5 $ 40.1 EBITDA (Non-GAAP) $ 81.3 $ 42.1 $ 96.8 $ 254.1 $ 215.0 EBITDA Margin (Non-GAAP) 28 % 15 % 32 % 29 % 24% Impairment and other charges, net of (recoveries) $ (0.9) $ (4.3) $ (0.3) $ 0.7 $ (4.4) Campaign and political contributions $ 6.3 $ 48.4 $ 4.4 $ 33.7 $ 62.7 Acquisition, transaction, and other non-recurring costs $ 3.8 $ 2.6 $ 1.6 $ 8.5 $ 10.6 Share-based compensation $ 5.8 $ 5.5 $ 6.8 $ 16.5 $ 15.6 Other expense (income), net $ 1.2 $ 0.2 $ 1.0 $ 2.0 $ 4.8 Discontinued operations, net of tax, attributable to common shareholders $ 5.0 $ 1.6 $ 0.3 $ 7.0 $ 4.6 Adjusted EBITDA (Non-GAAP) $ 102.7 $ 96.1 $ 110.6 $ 322.5 $ 308.8 Adjusted EBITDA Margin (Non-GAAP) 36 % 34 % 37 % 36 % 35 % For the Nine Months Ended September 30, 2024 September 30, 2025(Amounts expressed in millions of United States dollars; unaudited) September 30, 2025 September 30, 2024 June 30, 2025 For the Three Months Ended


www.trulieve.com 15 Reconciliation of Non-GAAP Financial Measures Adjusted Net (Loss) Income and Adjusted Net (Loss) Income Per Diluted Share Net loss attributable to common shareholders $ (26.8) $ (60.2) $ (13.8) $ (73.5) $ (95.3) Net loss from discontinued operations, net of tax, attributable to common shareholders $ 5.0 $ 1.6 $ 0.3 $ 7.0 $ 4.6 Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ — $ (2.1) $ — $ — $ (9.0) Net loss from continuing operations available to common shareholders $ (21.8) $ (60.6) $ (13.5) $ (66.5) $ (99.7) Add (deduct) impact of: Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ — $ 2.1 $ — $ — $ 9.0 Impairment and other charges, net of (recoveries) $ (0.9) $ (4.3) $ (0.3) $ 0.7 $ (4.4) Campaign and political contributions $ 6.3 $ 48.4 $ 4.4 $ 33.7 $ 62.7 Acquisition, transaction, and other non-recurring costs $ 3.8 $ 2.6 $ 1.6 $ 8.5 $ 10.6 Adjusted net (loss) income (Non-GAAP) $ (12.5) $ (11.9) $ (7.7) $ (23.6) $ (21.9) Net loss attributable to common shareholders $ (0.14) $ (0.32) $ (0.07) $ (0.38) $ (0.50) Net loss from discontinued operations, net of tax, attributable to common shareholders $ 0.03 $ 0.01 $ 0.00 $ 0.04 $ 0.02 Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ — $ (0.01) $ — $ — $ (0.05) Net loss from continuing operations available to common shareholders $ (0.11) $ (0.32) $ (0.07) $ (0.35) $ (0.52) Add (deduct) impact of: Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ — $ 0.01 $ — $ — $ 0.05 Impairment and other charges, net of (recoveries) $ (0.00) $ (0.02) $ (0.00) $ 0.00 $ (0.02) Campaign and political contributions $ 0.03 $ 0.25 $ 0.02 $ 0.18 $ 0.33 Acquisition, transaction, and other non-recurring costs $ 0.02 $ 0.01 $ 0.01 $ 0.04 $ 0.06 Adjusted net (loss) income per diluted share (Non-GAAP) $ (0.07) $ (0.06) $ (0.04) $ (0.12) $ (0.12) Basic and diluted shares outstanding 191.2 190.2 191.2 191.2 190.0 (Amounts expressed are per share except for shares which are in millions; unaudited) September 30, 2024 September 30, 2025 For the Nine Months EndedFor the Three Months Ended June 30, 2025 September 30, 2024 September 30, 2025 (Amounts expressed in millions of United States dollars; unaudited) September 30, 2025 For the Three Months Ended September 30, 2024 June 30, 2025 For the Nine Months Ended September 30, 2025 September 30, 2024


www.trulieve.com 16 Reconciliation of Non-GAAP Financial Measures Free Cash Flow and Adjusted SG&A Cash flow from operating activities $ 76.8 $ 30.3 $ 86.1 $ 213.6 $ 240.8 Payments for property and equipment $ (12.3) $ (38.1) $ (11.6) $ (40.8) $ (79.9) Free cash flow (Non-GAAP) $ 64.4 $ (7.8) $ 74.5 $ 172.8 $ 160.9 SG&A $ 99.0 $ 148.6 $ 101.1 $ 318.9 $ 352.5 Acquisition, transaction, and other non-recurring costs $ (12.1) $ (52.5) $ (9.9) $ (49.4) $ (76.8) Adjusted SG&A (Non-GAAP) $ 86.9 $ 96.1 $ 91.2 $ 269.5 $ 275.7 September 30, 2025 For the Nine Months Ended September 30, 2024 September 30, 2025 September 30, 2024 (Amounts expressed in millions of United States dollars; unaudited) September 30, 2025 September 30, 2024 For the Three Months Ended June 30, 2025 For the Nine Months EndedFor the Three Months Ended (Amounts expressed in millions of United States dollars; unaudited) September 30, 2025 September 30, 2024 June 30, 2025


www.trulieve.com 17 House of Brands Trulieve Brands V A LU E M ID P R EM IU M Partner Brands


THANK YOU CSE: TRUL OTCQX: TCNNF @Trulieve/@Trulieve_IR ir@trulieve.com