Trulieve Cannabis Corp 10-Q for FY2026 Q2
Trulieve Cannabis Corp. (TRLV)
10-Q
2026-08-07
For: 2026-06-30
View Original
Added on
August 07, 2026
About this 10-Q
Trulieve Cannabis Corp filed this 10-Q on August 7, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $270.95M
- down 10.3% from $302.09M a year earlier
- Net loss
- $406.06M
- compared with a net loss of $16.11M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 000-56248
_________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
_________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices and zip code)
(850 ) 298-8866
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
_________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
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 provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 31, 2026, the registrant had 170,158,916 Subordinate Voting Shares and 22,406,386 Multiple Voting Shares (on an as converted basis) outstanding.
TRULIEVE CANNABIS CORP.
Table of Contents
| Page | ||||||||
Unless otherwise noted or the context indicates otherwise, references in this Quarterly Report to the “Company,” “Trulieve,” “we,” “us” and “our” refer to Trulieve Cannabis Corp. and its direct and indirect consolidated subsidiaries; the term “cannabis” means the plant of any species or subspecies of genus Cannabis and any part of that plant, including all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers; and the term “hemp” has the meaning given to such term in the U.S. Agricultural Improvement Act of 2018, including hemp-derived cannabidiol.
This Quarterly Report contains references to our trademarks and trade names and to trademarks and trade names belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trademarks or trade names to imply a relationship with, or endorsement or sponsorship of us or our business by, any other companies.
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this " Quarterly Report") contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. These forward-looking statements include statements regarding the Company’s expectations with respect to the sales of certain assets, statements regarding expected cost savings and long-term benefits from the Company’s cost streamlining efforts, and the Company's beliefs regarding taxes it does not owe. Any statements contained in this Quarterly Report that are not statements of historical facts may be deemed to be forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations and future growth prospects. The forward-looking statements contained herein are based on certain key expectations and assumptions, including, but not limited to, with respect to expectations and assumptions concerning receipt and/or maintenance of required licenses and third party consents and the success of our operations, are based on estimates prepared by us using data from publicly available governmental sources, as well as from market research and industry analysis, and on assumptions based on data and knowledge of this industry that we believe to be reasonable. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Quarterly Report may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and discussed elsewhere in this Quarterly Report and in “Part I, Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with the Securities and Exchange Commission (the "SEC") after the date of this Quarterly Report.
ii
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
TRULIEVE CANNABIS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except for share data)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Income tax receivable | |||||||||||
| Notes receivable - current portion, net | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Assets associated with discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Right of use assets - operating, net | |||||||||||
| Right of use assets - finance, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Notes receivable, net | |||||||||||
| Investment in Harvest | |||||||||||
| Other assets | |||||||||||
| Long-term assets associated with discontinued operations | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Notes payable - current portion | |||||||||||
| Operating lease liabilities - current portion | |||||||||||
| Finance lease liabilities - current portion | |||||||||||
| Construction finance liabilities - current portion | |||||||||||
| Contingencies | |||||||||||
| Liabilities associated with discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-Term Liabilities: | |||||||||||
| Notes payable, net | |||||||||||
| Private placement notes, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Finance lease liabilities | |||||||||||
| Construction finance liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Uncertain tax position liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Long-term liabilities associated with discontinued operations | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
Commitments and contingencies (see Note 3) | |||||||||||
| EQUITY | |||||||||||
Common shares, | $ | $ | |||||||||
| Additional paid-in-capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Non-controlling interest | ( | ( | |||||||||
| TOTAL EQUITY | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
TRULIEVE CANNABIS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except for share and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Loss (gain) on disposal or impairment of assets | ( | ||||||||||||||||||||||
| Loss on Deconsolidation Transaction | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| (Loss) income from operations | ( | ( | |||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Equity in net loss of Harvest | ( | ( | |||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
(Loss) income before provision for income taxes | ( | ( | |||||||||||||||||||||
Provision for income taxes | |||||||||||||||||||||||
Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
Net loss from discontinued operations, net of tax benefit (provision) of $ | ( | ( | ( | ( | |||||||||||||||||||
Net loss | ( | ( | ( | ( | |||||||||||||||||||
Less: net loss attributable to non-controlling interest from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
Net loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Earnings Per Share | |||||||||||||||||||||||
| Net loss per share - Continuing operations: | |||||||||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share - Discontinued operations: | |||||||||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average number of common shares used in computing net loss per share: | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
TRULIEVE CANNABIS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
(in thousands, except for share data)
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Multiple Voting Shares | Subordinate Voting Shares | Total Common Shares | Additional Paid-in-Capital | Accumulated Deficit | Non-Controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares issued under share compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of equity awards | — | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of Harvest | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares issued under share compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of equity awards | — | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Multiple Voting Shares | Subordinate Voting Shares | Total Common Shares | Additional Paid-in-Capital | Accumulated Deficit | Non-Controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares issued under share compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of equity awards | — | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to subsidiary non-controlling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Conversion of Multiple Voting Shares to Subordinate Voting Shares | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Deconsolidation of Harvest | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares issued under share compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of equity awards | — | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to subsidiary non-controlling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
TRULIEVE CANNABIS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Depreciation included in cost of goods sold | |||||||||||
| Loss on Deconsolidation Transaction | |||||||||||
| Equity in net loss of Harvest | |||||||||||
| Impairment and disposal of long-lived assets, net of recoveries | ( | ||||||||||
| Gain from disposal of discontinued operations | ( | ||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other non-cash changes | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Inventories | ( | ||||||||||
| Accounts receivable | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Income tax receivable / payable | |||||||||||
| Uncertain tax position liabilities | |||||||||||
| Other liabilities | ( | ( | |||||||||
| Proceeds received from insurance for operating expenses | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Maturities of short-term investments | |||||||||||
| Cash disposed in Deconsolidation Transaction | ( | ||||||||||
| Other proceeds | |||||||||||
| Other purchases and payments | ( | ||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from long-term borrowings | |||||||||||
| Payments on long-term borrowings | ( | ( | |||||||||
| Payments for debt issuance costs | ( | ||||||||||
| Other payments and distributions | ( | ( | |||||||||
| Payments for taxes related to net share settlement of equity awards | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase in cash and cash equivalents, and restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information | |||||||||||
| Cash paid during the period for | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes paid, net of refunds | |||||||||||
| Noncash investing and financing activities | |||||||||||
| ASC 842 lease additions - operating and finance leases | $ | $ | |||||||||
| Purchases of property and equipment in accounts payable and accrued liabilities | |||||||||||
| Operating license intangible placed into service, transfer from other assets | |||||||||||
The condensed consolidated statements of cash flows include continuing operations and discontinued operations for the periods presented.
The following table summarizes the cash, cash equivalent, and restricted cash balances for each of the periods presented:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning of period: | |||||||||||
Cash and cash equivalents (1) | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | |||||||||
| End of period: | |||||||||||
Cash and cash equivalents (1) | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | |||||||||
(1) Excludes discontinued operations, which did not generate cash flows in any period presented. | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
TRULIEVE CANNABIS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Trulieve Cannabis Corp. and its subsidiaries, ("Trulieve," the "Company," "we," "our," or "us") have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all financial information and footnotes required by GAAP for complete financial statements. In management's opinion, the condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the Company's financial position as of June 30, 2026, and the results of its operations and cash flows for the periods ended June 30, 2026 and 2025. The results of the Company's operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full 2026 fiscal year.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for Trulieve Cannabis Corp. and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on February 26, 2026 (the "2025 Form 10-K").
Deconsolidation Transaction
On June 3, 2026, the Company completed a transaction pursuant to which the Company ceased to control its former indirect wholly-owned subsidiary, Harvest Enterprises, LLC (“Harvest”), which holds the Company’s former mixed-use cannabis operations (the “Deconsolidation Transaction”), 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. Accordingly, the Company deconsolidated Harvest effective June 3, 2026, in accordance with Accounting Standards Codification ("ASC") 810, Consolidation. The accompanying condensed consolidated financial statements include Harvest’s results of operations through the date of the Deconsolidation Transaction. Following the Deconsolidation Transaction, the Company’s retained noncontrolling investment in Harvest is accounted for under the equity method of accounting in accordance with ASC 323, Investments - Equity Method and Joint Ventures. As a result of the Deconsolidation Transaction, Harvest’s assets, liabilities, revenues, expenses, and cash flows are no longer included in the Company’s consolidated financial statements after June 3, 2026. Accordingly, the Company’s financial position, results of operations, and cash flows for periods subsequent to the Deconsolidation Transaction will not be directly comparable to prior periods. See Note 4. Disposition for additional information.
Discontinued Operations
In June 2023, the Company exited operations in Massachusetts and in July 2022, the Company exited operations in Nevada. Both actions represented a strategic shift in business; therefore, the results of the discontinued operations have been presented as discontinued operations within the condensed consolidated statements of operations for all periods presented. As part of the Deconsolidation Transaction, these discontinued operations were transferred to Harvest. See Note 4. Disposition for additional information regarding the Deconsolidation Transaction. Unless specifically noted otherwise, footnote disclosures only reflect the results of continuing operations.
Basis of Measurement
The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These condensed consolidated financial statements are presented in U.S. dollars.
5
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are described in the 2025 Form 10-K. The Company's management has reviewed these significant accounting policies and related disclosures and determined that other than noted below, there were no significant changes to the Company's significant accounting policies during the six-month period ended June 30, 2026.
Equity Method Investment
The Company accounts for its investment in unconsolidated entities where it exercises significant influence but does not have control, under the equity method of accounting. Such investments are recorded at fair value and subsequently adjusted for the Company’s share of the investee’s net income or loss which is included in Equity in net loss of Harvest on the condensed consolidated statements of operations. The Company evaluates the equity method investment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Any impairment deemed other-than-temporary is recognized in earnings and is not subsequently reversed.
Recently Adopted Accounting Pronouncements
ASU 2025-05 - In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides a practical expedient for estimating credit losses on current accounts receivable and contract assets arising from revenue transactions under ASC 606, including those acquired in business combinations. Entities may assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. The Company adopted ASU 2025‑05 in the quarter ended March 31, 2026 and elected the practical expedient for eligible current accounts receivable and contract assets. The guidance was applied prospectively and prior period disclosures were not adjusted. The adoption of this ASU had no impact to the Company's condensed consolidated financial statements.
NOTE 3. SUPPLEMENTARY FINANCIAL INFORMATION
Inventories
Inventories are comprised of the following as of:
Inventories
Inventories are comprised of the following as of:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Raw materials | |||||||||||
| Cannabis plants | $ | $ | |||||||||
| Packaging and supplies | |||||||||||
| Total raw materials | |||||||||||
| Work in process | |||||||||||
| Finished goods - unmedicated | |||||||||||
| Finished goods - medicated | |||||||||||
Total inventories | $ | $ | |||||||||
Notes Receivable
6
| June 30, 2026 | December 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Notes receivable, gross | $ | $ | ||||||||||||
| Less: allowance for credit losses | ( | |||||||||||||
| Less: current portion of notes receivable | ( | ( | ||||||||||||
| Notes receivable, net | $ | $ | ||||||||||||
The provision for credit losses is recorded to other expense, net on the condensed consolidated statements of operations and was
Held for Sale Assets
During the first quarter of 2026, the Company identified certain assets that no longer met the criteria for classification as held for sale. Management determined that it no longer had the intent to sell these assets, as they are expected to be utilized to support ongoing production activities. As a result of this change in circumstances, the assets were reclassified from held for sale to held and used at their carrying amounts immediately prior to classification as held for sale. The following table presents a rollforward of held‑for‑sale assets, including net transfers into and out of held‑for‑sale classification, which are recorded in other current assets on the condensed consolidated balance sheets, for the periods presented:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Net transfers to (from) held for sale | ( | ||||||||||
| Impairments | ( | ||||||||||
| Assets sold | ( | ( | |||||||||
| Balance, end of period | $ | $ | |||||||||
7
Finance Leases
Future minimum lease payments under the Company's non-cancellable finance leases as of June 30, 2026 are as follows:
| Finance Leases | |||||||||||||||||
| Year | (in thousands) | ||||||||||||||||
| Remainder of 2026 | $ | ||||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total | $ | ||||||||||||||||
Fair Value Measurements
The fair values of financial instruments measured on a recurring basis by class are as follows as of:
Fair Value Hierarchy Level (1) | June 30, 2026 | December 31, 2025 | |||||||||||||||
Financial Assets: | |||||||||||||||||
Money market funds (2) | Level 1 | $ | $ | ||||||||||||||
| Total financial assets | $ | $ | |||||||||||||||
| Financial Liabilities: | |||||||||||||||||
Interest rate swap (3) | Level 2 | $ | $ | ||||||||||||||
(1) There were | |||||
(2) Interest income from money market funds was $ | |||||
(3) The fair value of the interest rate swap liability is recorded in other long-term liabilities on the condensed consolidated balance sheets. | |||||
8
Share Repurchase Program
In June 2026, the Company’s board of directors (the "Board of Directors") authorized a share repurchase program pursuant to which the Company may repurchase up to the lesser of $50.0 million in aggregate value or 8,495,038 Subordinate Voting Shares. The program is expected to expire on June 16, 2027. As of June 30, 2026, no shares had been repurchased under the program.
Shared-Based Compensation
Stock Options
The following table summarizes the Company's stock option activity for the six months ended June 30, 2026:
| Number of options | |||||
| Outstanding options, beginning of period | |||||
Granted (1) | |||||
| Exercised | ( | ||||
| Forfeited | |||||
| Expired | ( | ||||
| Outstanding options, end of period | |||||
| Vested and exercisable options, end of period | |||||
(1) The weighted average exercise price for stock options granted was $ | |||||
Restricted Stock Units
The following table summarizes the Company's restricted stock unit ("RSU") activity for the six months ended June 30, 2026:
| Number of restricted stock units | |||||
| Unvested balance, beginning of period | |||||
Granted (1) | |||||
| Vested | ( | ||||
| Forfeited | ( | ||||
| Unvested balance, end of period | |||||
(1) The weighted average grant date fair value of RSUs granted was $ | |||||
Performance Stock Units
During the first quarter of 2026, the Board of Directors granted performance stock units ("PSUs") under the Third Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan. The number of shares ultimately issuable pursuant to these awards is determined based on the achievement of specified future financial metrics with payout levels ranging from 0 % to 200 % of the target award, in accordance with the terms established at the grant date.
For awards subject to Company financial performance‑based conditions, the Company estimates the probability of achieving the applicable performance conditions at each reporting period and recognizes compensation expense over the requisite service period based on the estimated percentage of the target award expected to vest. PSUs are valued at their grant‑date fair value, which is determined using the closing market price of the Company’s Subordinate Voting Shares on the grant date.
9
The following table summarizes the Company's PSU activity for the six months ended June 30, 2026:
| Number of performance stock units | |||||
| Unvested balance, beginning of period | |||||
Granted (1) | |||||
| Vested | ( | ||||
| Forfeited | |||||
| Unvested balance, end of period | |||||
(1) The weighted average grant date fair value of PSUs granted was $ | |||||
Revenue Disaggregation
Revenue is comprised of the following for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Retail | $ | $ | $ | $ | |||||||||||||||||||
Wholesale and other | |||||||||||||||||||||||
Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Commitments and Contingencies
Operating Licenses
As a result of the Deconsolidation Transaction the Company operates exclusively in medical cannabis markets and is subject to federal and state regulatory requirements applicable to its operations. The Company's business depends on its ability to obtain and maintain required federal and state registrations, licenses, and permits. Changes in applicable laws, regulations, or licensing requirements could adversely affect the Company's operations and business plans.
Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 30, 2026 and December 31, 2025, there were no pending or threatened lawsuits that the Company believes could reasonably be expected to have a material effect on the results of the Company’s condensed consolidated statements of operations. There are also no proceedings in which any of the Company’s directors, officers, or affiliates has a material interest adverse to the Company’s interest.
Contingencies
As of June 30, 2026 and December 31, 2025, $0.3 million and $0.8 million, respectively, were included in contingent liabilities on the condensed consolidated balance sheets related to various pending litigation claims as the loss is probable and can be estimated.
An acquisition in 2021 included a contingency providing for an additional $5.0 million in consideration which is contingent on the enactment, adoption or approval of laws allowing for adult-use cannabis in Pennsylvania. No liability was recorded for this contingent consideration, as the estimated value of the liability was not significant at the time of the acquisition nor as of June 30, 2026 and December 31, 2025, based on the likelihood of approval of laws allowing for adult-use cannabis in Pennsylvania.
10
NOTE 4. DISPOSITION
On June 3, 2026 the Company completed the Deconsolidation Transaction pursuant to which Harvest, which holds the Company’s former mixed-use cannabis operations (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), ceased to be a consolidated subsidiary.
As further described below, as a result of the implementation of the Deconsolidation Transaction, an indirect wholly-owned subsidiary of the Company (“Company Subsidiary”) holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest. 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 New York Stock Exchange 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:
1)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.
2)Harvest and the Company entered into a Class A Unit Purchase Agreement (the “Class A Unit Purchase Agreement”) with an independent third party investor, Whitley Holding 05192026, LLC (the “Harvest Investor”), dated June 3, 2026, pursuant to which, among other things, the Harvest Investor made an investment in Harvest and acquired Voting Units representing a 10 % economic ownership interest in Harvest for approximately $14.8 million (the “Harvest Investment”). In connection with the Harvest Investment, the Harvest Investor appointed two managers to the Harvest Board and Company Subsidiary appointed one manager to the Harvest Board.
3)The Company, Company Subsidiary and Harvest entered into a protection agreement, dated June 3, 2026 , 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 support services to Harvest. The MSA provides for reimbursement of the Company's costs incurred in providing such services plus a 5 % margin, together with a fixed quarterly management fee. Each of the parties to the MSA has the ability to terminate the MSA at any time upon 90 days’ notice.
Accordingly, following the Deconsolidation Transaction, the Company concluded that it no longer possesses a controlling financial interest in Harvest under ASC 810, Consolidation, and therefore deconsolidated Harvest effective June 3, 2026. The Company determined that it retained significant influence over Harvest and accounts for its retained investment under the equity method of accounting pursuant to ASC 323, Investments - Equity Method and Joint Ventures. See Note 5. Equity Method Investment.
11
The aggregate consideration recognized upon deconsolidation consisted of the fair value of the Company’s retained equity method investment in Harvest.
In accordance with ASC 810-10-40, the Company measured its retained investment at fair value as of the deconsolidation date. The Company recognized a loss on deconsolidation equal to the excess of the carrying amount of the net assets derecognized over the aggregate fair value of the retained investment. The Company recognized a loss on deconsolidation of approximately $403.3 million, which is presented within loss on Deconsolidation Transaction in the condensed consolidated statements of operations.
The Company evaluated the transaction under ASC 205-20, Presentation of Financial Statements - Discontinued Operations, and concluded that the transaction does not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results. Accordingly, the historical operating results of Harvest are included within continuing operations through June 3, 2026 and have not been presented as discontinued operations.
The following table summarizes the assets and liabilities included in the Deconsolidation Transaction as of the disposition date:
| (in thousands) | |||||
Fair value of retained investment | $ | ||||
Total consideration received | $ | ||||
Assets and liabilities disposed | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable, net | |||||
| Inventories | |||||
| Income tax receivable | |||||
| Prepaid and other current assets | |||||
| Property and equipment, net | |||||
| Right of use asset - operating, net | |||||
| Right of use asset - finance, net | |||||
| Intangible assets, net | |||||
| Goodwill | |||||
| Other assets | |||||
Total assets derecognized | $ | ||||
Accounts payable and accrued liabilities | $ | ( | |||
| Deferred revenue | ( | ||||
| Operating lease liabilities | ( | ||||
| Finance lease liabilities | ( | ||||
| Construction finance liabilities | ( | ||||
| Deferred tax liability | ( | ||||
| Uncertain tax positions | ( | ||||
Other liabilities | ( | ||||
| Non-controlling interest | |||||
Net assets derecognized | $ | ||||
| Loss on Deconsolidation Transaction | $ | ( | |||
12
NOTE 5. EQUITY METHOD INVESTMENT
Following the Deconsolidation Transaction on June 3, 2026, the Company retained an investment in Harvest consisting of 100 % of the Non-Voting Units, which 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 which are only convertible into the Common Units following the Stock Exchange Permissibility Date, and therefore do not currently provide the Company with a controlling financial interest.
The Company evaluated Harvest under ASC 810 and concluded that Harvest is a variable interest entity (“VIE”). Although the Company holds a variable interest through its Non-Voting Units, the Company determined that it is not the primary beneficiary because it does not possess the authority to direct the activities that most significantly affect Harvest’s economic performance. Accordingly, the Company does not consolidate Harvest.
The Company concluded that it possesses significant influence over Harvest through its board representation, participation in strategic and operating policy decisions, and other governance rights. Accordingly, the retained investment is accounted for under the equity method pursuant to ASC 323.
Upon deconsolidation, the Company recognized its retained 90 % equity interest in Harvest at fair value in accordance with ASC 810-10-40. The resulting fair value became the initial carrying amount of the Company’s equity method investment. The fair value of the retained investment was determined using a combination of the income approach and market approach, including consideration of discounted cash flow analyses, market multiples of comparable publicly traded companies, and other relevant market data. Significant unobservable inputs utilized in the valuation included a 11.0 % discount rate, projected EBITDA margins ranging from approximately 22.8 % to 25.1 %, and a 23.5 % discount for lack of marketability. Due to the valuation incorporating significant unobservable inputs and management estimates, the fair value measurement was classified as a Level 3 fair value measurement. The carrying amount of the investment is subsequently adjusted for the Company’s proportionate share of Harvest’s earnings (losses). The Company recognized its equity in net loss of Harvest of approximately $3.3 152.5 million.
The Company continually evaluates its equity method investment for indicators of impairment. If events or changes in circumstances indicate that the investment has experienced an other-than-temporary decline in value, the Company records an impairment charge equal to the amount by which the carrying amount exceeds its estimated fair value. No impairment indicators were identified during the three and six months ended June 30, 2026.
The Company has entered into certain commercial agreements with Harvest, including the MSA pursuant to which the Company provides specified consulting, advisory and administrative support services. Transactions under these arrangements are conducted pursuant to contractual terms.
The Company’s maximum exposure to loss associated with Harvest was approximately $175.4 million as of June 30, 2026, representing the carrying amount of its equity method investment and the outstanding MSA receivable. The Company has not guaranteed Harvest’s obligations, provided debt guarantees, entered into liquidity arrangements, or committed to provide additional financial support to Harvest.
13
NOTE 6. LONG-TERM BORROWINGS
Private Placement Notes
Private placement notes payable consisted of the following as of:
Private Placement Notes
Private placement notes payable consisted of the following as of:
| June 30, 2026 | December 31, 2025 | Stated Interest Rate | Effective Interest Rate | Maturity Date | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| 2030 Notes - Tranche One | $ | $ | 12/17/2030 | ||||||||||||||||||||||||||
| 2030 Notes - Tranche Two | 12/17/2030 | ||||||||||||||||||||||||||||
| Total private placement notes | |||||||||||||||||||||||||||||
| Less: unamortized debt discount and issuance costs | ( | ( | |||||||||||||||||||||||||||
| Less: current portion of private placement notes | |||||||||||||||||||||||||||||
| Private placement notes, net | $ | $ | |||||||||||||||||||||||||||
Notes Payable
Notes payable consisted of the following as of:
Notes payable consisted of the following as of:
| June 30, 2026 | December 31, 2025 | Stated Interest Rate | Effective Interest Rate | Maturity Date | |||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
Mortgage Notes Payable (1) | |||||||||||||||||||||||||||||||||||
Notes dated December 21, 2022 (2) | $ | $ | (2) | 1/1/2028 | |||||||||||||||||||||||||||||||
Notes dated December 22, 2023 | 12/22/2028 | ||||||||||||||||||||||||||||||||||
Notes dated October 1, 2021 | 11/1/2027 | ||||||||||||||||||||||||||||||||||
| Total mortgage notes payable | |||||||||||||||||||||||||||||||||||
| Promissory Notes Payable | |||||||||||||||||||||||||||||||||||
| Note acquired in Harvest Acquisition in October 2021 | 10/24/2026 | ||||||||||||||||||||||||||||||||||
| Total promissory notes payable | |||||||||||||||||||||||||||||||||||
Total notes payable (3) | |||||||||||||||||||||||||||||||||||
| Less: unamortized debt discount and issuance costs | ( | ( | |||||||||||||||||||||||||||||||||
| Less: current portion of notes payable | ( | ( | |||||||||||||||||||||||||||||||||
| Notes payable, net | $ | $ | |||||||||||||||||||||||||||||||||
(1) Underlying assets are pledged as collateral for the mortgage notes payable. | |||||
(2) The mortgage note payable interest rate is a variable rate equal to the CME Term Secured Overnight Financing Rate ("SOFR") plus | |||||
(3) Notes payable are subordinated to the private placement notes. | |||||
Construction Finance Liabilities
Total construction finance liabilities were $120.8 million and $136.2 million as of June 30, 2026 and December 31, 2025, respectively. The contractual terms range from 20.0 years to 25.0 years with a weighted average remaining lease term of 15.7 years.
14
Financial and Other Covenants
Certain long-term borrowing agreements contain various operating and financial covenants as disclosed in the 2025 Form 10-K. As of June 30, 2026, the Company was in compliance with all such operating and financial covenants.
Maturities
Stated maturities of the principal portion of private placement and notes payable outstanding and future minimum lease payments for the construction finance liabilities, including interest, as of June 30, 2026 are as follows:
| Private Placement Notes | Notes Payable | Construction Finance Liabilities | Total Maturities | |||||||||||||||||||||||
| Year | (in thousands) | |||||||||||||||||||||||||
| Remainder of 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
15
NOTE 7. EARNINGS PER SHARE
The following is a reconciliation for the calculation of basic and diluted earnings per share for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator | (in thousands, except for share and per share data) | ||||||||||||||||||||||
| Continuing operations | |||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Less: net loss attributable to non-controlling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Discontinued operations | |||||||||||||||||||||||
Net loss from discontinued operations, net of tax benefit (provision) of $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator | |||||||||||||||||||||||
Weighted average number of common shares outstanding - Basic and diluted (1) | |||||||||||||||||||||||
| Loss per share - Continuing operations | |||||||||||||||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Loss per share - Discontinued operations | |||||||||||||||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) Potentially dilutive securities representing | |||||
As of June 30, 2026, there were approximately 192.4 0.5 million fully vested RSUs that are not contractually issuable until the earlier of a defined triggering event or the award anniversary date, either December 1, 2030, December 1, 2031 or December 1, 2032.
NOTE 8. INCOME TAXES
The following table summarizes the Company's income tax expense and effective tax rate for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
(Loss) income before provision for income taxes | $( | $ | $( | $ | |||||||||||||||||||
| Provision for income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Effective tax rate | ( | ( | |||||||||||||||||||||
The Company has computed its provision for income taxes based on the actual effective tax rate for the year, taking into consideration the April 23, 2026 Internal Revenue Service press release and Department of Justice Final Order reclassifying medical cannabis as a Schedule III substance under the Controlled Substances Act, as the Company believes this is the best estimate for the annual effective tax rate. The Company is subject to income taxes in the United States and Canada.
16
The difference between the effective tax rate for the six months ended June 30, 2026 and the federal statutory tax rate of 21% was primarily attributable to the nondeductible loss recognized on the Deconsolidation Transaction, which resulted in a tax effect of approximately $84.7 million, and interest recognized within income tax expense related to uncertain tax positions from prior years, which resulted in a tax effect of approximately $35.1 million. The remaining difference primarily reflects the impact of state and local income taxes, other nondeductible items, and discrete tax adjustments.
The difference between the effective tax rate for the six months ended June 30, 2025 and the federal statutory tax rate of 21% was primarily attributable to the recognition of $68.6 million of IRC Section 280E uncertain tax position liability as well as $21.6 million of interest recorded in income tax expense for uncertain tax positions. The remaining difference is attributable to state and local income taxes, nondeductible items, and other adjustments.
Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has a 50% or less likelihood of being sustained.
The following table summarizes a reconciliation of the beginning and ending amount of unrecognized tax benefits for the periods presented:
| June 30, 2026 | |||||||||||
| Three Months Ended | Six Months Ended | ||||||||||
| (in thousands) | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Reductions based on tax positions related to the prior years | ( | ( | |||||||||
| Reductions based on Deconsolidation Transaction | ( | ( | |||||||||
| Reductions based on tax positions related to the current year | ( | ( | |||||||||
| Balance, end of period | $ | $ | |||||||||
17
The following table summarizes a reconciliation of the beginning and ending amount of uncertain tax position liabilities, net for the periods presented:
| June 30, 2026 | |||||||||||
| Three Months Ended | Six Months Ended | ||||||||||
| (in thousands) | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Reductions recognized as part of the Deconsolidation Transaction | ( | ( | |||||||||
| Additions based on tax positions related to the prior years | |||||||||||
| Reclass tax payments on deposit | |||||||||||
Interest recorded in income tax expense, net of reversals (1) | |||||||||||
Balance, end of period (2) (3) | $ | $ | |||||||||
(1) Amounts represent interest related to uncertain tax positions recognized during the respective periods and recorded as a component of income tax expense in the Condensed Consolidated Statements of Operations. The Company records accrued interest associated with uncertain tax positions, including those related to Internal Revenue Code ("IRC") Section 280E. | |||||
(2)The Company has taken a position that IRC Section 280E does not preclude it from deducting ordinary and necessary business expenditures on its tax return. Of the $ | |||||
(3) The ending balance includes accrued interest of $ | |||||
The Company accounts for income taxes in accordance with ASC 740 and has evaluated recent federal regulatory developments concluding that its income tax positions related to state‑licensed medical operations meet the more‑likely‑than‑not recognition threshold specific to the 2026 taxable year; accordingly, no uncertain tax positions were recorded for medical cannabis activities in the three and six months ended June 30, 2026, as doing so would have caused the effective tax rate for the period to not be representative of the Company’s annual effective tax rate. The Company maintains its tax position based on legal interpretations that challenge the Company's tax liability under IRC Section 280E with regard to adult-use cannabis activities; however, such activities are not material to the Company’s condensed consolidated financial statements, and no uncertain tax positions were recorded for the current reporting period.
The Company recorded interest on uncertain tax positions totaling $19.9 million and $12.6 million for the three months ended June 30, 2026 and 2025, respectively, and $35.1 million and $21.6 million for the six months ended June 30, 2026 and 2025, respectively, to the provision for income taxes on the condensed consolidated statements of operations, which was primarily related to the tax positions based on legal interpretations that challenge the Company's tax liability under IRC Section 280E.
The Company and certain of its subsidiaries are currently under examination by the relevant taxing authorities for various tax years. Certain of these examinations include a review of the Company's tax positions based on legal interpretations that challenge the Company's tax liability under IRC Section 280E. The Company is no longer subject to examination by tax authorities for years before 2020.
In September 2025, the IRS issued Revenue Agent Reports proposing assessment of taxes, interest, and penalties for some of the Company's subsidiaries that were under audit. Trulieve has submitted protests to dispute those proposed liabilities before the IRS Independent Office of Appeals. As outlined in Item 1. Legal Proceedings, the Company believes its tax position is supportable and that it has substantive legal arguments. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740 for tax years prior to 2026. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of June 30, 2026. The proposed tax and interest amounts were previously included in the Company's uncertain tax position liabilities; however, the total penalty amount proposed, approximately $38.1 million, is not included in the Company's uncertain tax position. The Company believes the proposed penalties are without merit and will contest them vigorously.
18
NOTE 9. VARIABLE INTEREST ENTITIES
The Company has entered into certain agreements in several states with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, and has determined these to be variable interest entities ("VIEs") for which it is the primary beneficiary and/or holds a controlling voting equity position. The Company consolidated these variable interest entities through June 3, 2026. In connection with the Deconsolidation Transaction described in Note 4. Disposition, the Company ceased to be the primary beneficiary of certain of these entities and deconsolidated them. Accordingly, the entities are not included in the Company's condensed consolidated balance sheet as of June 30, 2026. The Company's condensed consolidated results of operations include the operating results of these entities through the deconsolidation date.
As of June 30, 2026, the Company has one remaining consolidated VIE of which it holds an ownership interest of 49 %. The table below presents the summarized assets and liabilities of the Company's consolidated VIEs as of the dates indicated. Amounts related to VIEs deconsolidated in connection with the Deconsolidation Transaction are not included as of June 30, 2026. The balances presented include only the assets and liabilities of the consolidated VIEs and exclude intercompany balances and transactions eliminated in consolidation.
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Current assets: | |||||||||||
| Cash | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Total current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
19
NOTE 10. RELATED PARTIES
In 2023, the Company entered into an agreement to rent an asset from an entity that is directly owned in part by the Company’s Chief Executive Officer and Chair of the Board of Directors. The expense related to the use of this asset was $
The Company also leases a cultivation facility and corporate office facility from an entity that is indirectly owned by the Company's Chief Executive Officer and Chair of the Board of Directors, another member of the Board of Directors, and a former member of the Board of Directors.
The Company had the following related party operating leases on the condensed consolidated balance sheets, under ASC 842, as of:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Right-of-use assets, net | $ | $ | |||||||||
| Lease liabilities: | |||||||||||
| Lease liabilities - current portion | $ | $ | |||||||||
| Lease liabilities | |||||||||||
| Total related parties lease liabilities | $ | $ | |||||||||
Lease expense recognized on leases with related parties was $0.1 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively, and recorded to cost of goods sold and selling, general, and administrative expenses on the condensed consolidated statements of operations.
Pursuant to the MSA with Harvest, an affiliated VIE, the Company provides certain consulting, advisory, and administrative support services. The MSA provides for reimbursement of the Company’s costs incurred in providing such services, together with a fixed quarterly management fee. Revenue recognized under the MSA was approximately $1.7 22.9 million as of June 30, 2026 and are due within 15 days following quarter end. Transactions under the MSA are conducted pursuant to contractual terms approved by the parties and are intended to compensate the Company for services provided to Harvest. Each of the parties to the MSA has the ability to terminate the MSA at any time upon 90 days’ notice.
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NOTE 11. DISCONTINUED OPERATIONS
As discussed in Note 4. Disposition, in connection with the Deconsolidation Transaction, all of the entities comprising the Company's historical discontinued operations were transferred to Harvest. Accordingly, the results of discontinued operations are included only through the Deconsolidation Transaction date, and no discontinued operations activity was recognized subsequent to June 3, 2026.
The following table summarizes the Company's loss from discontinued operations for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Operating expenses | $ | $ | $ | $ | |||||||||||||||||||
| Gain on lease termination | ( | ( | ( | ||||||||||||||||||||
| Total (income) expenses | ( | ( | |||||||||||||||||||||
| Income (loss) from operations | ( | ( | |||||||||||||||||||||
| Other expense: | |||||||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ( | ||||||||||||||||||||
| Benefit (provision) for income taxes | ( | ( | |||||||||||||||||||||
Net loss from discontinued operations, net of tax benefit (provision) of $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
NOTE 12. SUBSEQUENT EVENTS
The Company’s management evaluates subsequent events through the date of issuance of the condensed consolidated financial statements. There have been no subsequent events that occurred during such period that would require adjustment to or disclosure in the condensed consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Trulieve Cannabis Corp., together with its consolidated subsidiaries ("Trulieve," the "Company," "we," "our," or "us") should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this Quarterly Report and the Audited Consolidated Financial Statements and the related Notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our "2025 Form 10-K").
This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this Quarterly Report and in “Part I, Item 1A. Risk Factors” in our 2025 Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. You should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” contained herein and in our 2025 Form 10-K. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II. Other Information” of this Quarterly Report. You should consider our forward-looking statements in light of the risks discussed in “Item 1A. Risk Factors” in “Part II. Other Information” of this Quarterly Report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this Quarterly Report, and the risks discussed in "Item 1A, Risk Factors" of the 2025 Form 10-K and our other filings with the SEC.
Overview
Trulieve Cannabis Corp. is a reporting issuer in the United States. The Company’s subordinate voting shares (the "Subordinate Voting Shares") are listed for trading on the New York Stock Exchange ("NYSE") under the symbol “TRLV”.
Trulieve is a vertically integrated medical cannabis company and multi-state operator with operations in four states. Headquartered in Tallahassee, Florida, we are the largest medical cannabis retailer in the United States with over 200 dispensaries and 3.5 million square feet of cultivation and production capacity.
Following federal rescheduling of medical marijuana under the Controlled Substances Act (the “CSA”) from Schedule I to Schedule III in April 2026, we applied to register all of our state licensed medical operations with the Drug Enforcement Agency ("DEA") in Florida, Georgia, Pennsylvania, and West Virginia. As outlined in the rescheduling final order by the Department of Justice ("DOJ"), our state licensed operations are deemed federally lawful while application reviews are ongoing. We have been working with the DEA to complete site inspections. The Company operates in highly regulated markets that require expertise in cultivation, manufacturing, and retail. We have developed proficiencies in each of these functional areas and are passionate about expanding access to regulated cannabis products through advocacy, education and expansion of our distribution network. We are committed to delivering exceptional customer experiences through elevated service and high-quality branded products. We aim to be the brand of choice for medical customers in all of the markets that we serve.
All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Trulieve operates its business through its owned subsidiaries which hold licenses in the states in which they operate. In Texas, Trulieve was granted conditional approval for a dispensing organization license under the Texas Compassionate Use Program. In recent months we have been working with regulatory authorities as part of the due diligence process required to attain a final license. Our initial investment in production capacity is completed and ready for inspection. Pending regulatory approval, we plan to ramp production and retail capacity to serve all 11 regions in Texas.
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As of June 30, 2026, we operated the following:
| State | Number of Dispensaries | Number of Cultivation and Processing Facilities | ||||||||||||
| Florida | 169 | 5 | ||||||||||||
| Pennsylvania | 21 | 3 | ||||||||||||
| West Virginia | 10 | 1 | ||||||||||||
| Georgia | 6 | 1 | ||||||||||||
| Total | 206 | 10 | ||||||||||||
Regional Hub Structure
Trulieve’s production, retail, and distribution areas are organized into regional hubs whereby teams and assets are aggregated in order to effectively pair national structure and support with localized operations tailored to each market. Trulieve has established medical cannabis operations in two hubs: Southeast and Northeast. Our regional hubs are anchored by cornerstone markets in Florida and Pennsylvania. In the Southeast, Trulieve cultivates, processes, and manufactures all cannabis products sold in our dispensaries in Florida and Georgia. The Georgia medical marijuana program expanded on July 1, 2026 with the removal of the low-THC cap on products and new qualifying conditions for patients and product form factors allowed. Additionally, Trulieve supplies licensed independent pharmacies in Georgia with approved medical cannabis products to be dispensed to registered patients. In the Northeast, we have achieved varying percentages of vertical integration with cultivation and processing operations to support our retail and wholesale businesses in Pennsylvania and West Virginia. Our investments in vertically integrated operations afford us ownership of the entire supply chain, which mitigates third-party risks and allows us to completely control product quality and brand experience. Trulieve employs an in-house quality team as well as testing laboratories in select markets, both of which allow us to more tightly control product quality.
Cultivation and Manufacturing of Cannabis Products
Trulieve produces high quality cannabis flower and uses a variety of processes to transform biomass into products sold through our retail and wholesale distribution network. With a focus on replicable, scalable operations, we have developed design standards, standard operating procedures, and training protocols that are employed across cultivation sites to achieve a high level of consistency and quality. The modular nature of our standard designs enables quick and incremental additions to capacity where appropriate. In Florida, where demand is high enough to support larger scale production, our state-of-the-art 750,000 square foot automated indoor cultivation facility affords us greater flexibility on pricing, promotional cadence, and assortment by enabling production of high potency and high-quality products at lower costs.
We utilize various extraction techniques including supercritical ethanol extraction, carbon dioxide extraction, hydrocarbon extraction, and mechanical separation. We have invested in light hydrocarbon extraction, which typically offers higher yields than other extraction methods and allows for concentrates that preserve the natural ratios of cannabinoids, terpenes, and other target compounds to better replicate the flower experience. Ethanol extraction and carbon dioxide extraction techniques offer different benefits than hydrocarbon extraction and are each used for specific purposes, such as production of oil for use in manufactured goods and targeted extraction of specific compounds. In addition, we employ distillation, purification, and manufacturing technologies to further refine extracts and transform them into a wide variety of finished products.
Distribution of Branded Product through Branded Retail
Distribution of branded products through our branded retail locations is a core driver of our long-term strategy. We have developed and acquired a curated portfolio of our own branded retail products that we cultivate, manufacture and distribute in over 200 Trulieve retail locations. By providing customers with consistent high-quality products and outstanding experiences, we aim to garner a large and loyal customer base across our distribution network.
Trulieve brands include premium tier brands Avenue, Cultivar Collection, and Muse; Modern Flower, Momenta, and Sweet Talk, and value tier brands Co2lors, and Roll One. Established relationships with brand partners allow for the sale of partner-branded products in select markets and retail locations, providing our customers with access to a greater
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variety and specialty brands. Brand partnerships include arrangements with Alien Labs, Bellamy Brothers, Binske, Black Buddha, Black Tuna, Blue River, Connected, DeLisioso, Khalifa Kush, Love’s Oven, Miami Mango, Moxie, Redemption Cannabis, Seed Junky and Sunshine Cannabis.
Customer Experience
Since inception, Trulieve has prioritized creating exceptional customer experiences, developing the business to center around the Trulieve philosophy of “Customers First”. This customer-centric approach permeates our culture and informs strategic decision making.
Our goal is to foster brand loyalty by providing customers with industry-leading branded products and superior service in an appealing, approachable setting. We accomplish this by creating and reinforcing positive customer experiences. Customer feedback informs our approach across all aspects of the customer journey including products, service, and messaging. We track various metrics including overall satisfaction, net promoter, and customer effort scores. We employ and continuously refine numerous training programs to provide our associates with the resources they need to deliver outstanding customer experiences across the entire Trulieve platform. We offer specialized management training and incentives to reward positive outcomes so there is continuous reinforcement of customer experience best practices.
Customer Engagement
Trulieve’s customer engagement activities are designed to foster deep connections with medical patients and customers in person and online. Through educational events, local partnerships and charitable giving, Trulieve supports community activity while raising awareness for the many benefits of cannabis.
Community engagement is rooted in our commitment to four pillars of purpose: helping patients, serving veterans, assisting seniors, and promoting restorative justice. Compassionate outreach to patients and physicians includes personalized consultations, educational workshops, and resources to empower patients, physicians, and caregivers with knowledge about wellness strategies and treatment options. Trulieve is committed to serving unique patient populations including veterans and seniors. We partner with veteran organizations to raise awareness of the need for access to medical cannabis to directly address issues such as post-traumatic stress disorder, chronic pain, and mental health. Our advocacy efforts include raising awareness about veterans’ healthcare needs and supporting initiatives that expand access to medical cannabis. We provide tailored educational resources to address common concerns about cannabis use in older adults, including potential benefits for age-related conditions, helping seniors make informed decisions to enhance their overall well-being. Recognizing the need for restorative justice within the cannabis industry, Trulieve works alongside advocacy groups and partner brands to aid those disproportionately affected by cannabis prohibition.
Investments in Infrastructure and Technology
We have made significant investments in developing and deploying technology and data platforms designed to support scaled operations and growth in customers served and units sold. Marketing technology enables personalized customer communication, allows seamless product browsing and online reservation, and creates exceptional experiences throughout the customer journey. We interact with customers and physicians through a variety of methods including email, mobile app, social media, online chat, text and telephone. In all markets, Trulieve offers a customer rewards program featuring fully stackable and portable points as appropriate within existing regulatory frameworks. Through our customer data platform, we can analyze data to discern customer preferences, patterns, and trends which inform our product mix and allocation, promotional strategies, and outreach. Investments in our enterprise-grade platforms enable greater sophistication across production, retail, and wholesale operations and numerous support functions including accounting and finance, human resources, legal and compliance. We believe infrastructure and data capabilities are prerequisites for long term success in an increasingly competitive and integrated commerce environment.
Investment in Harvest
On June 3, 2026, the Company completed a transaction pursuant to which the Company ceased to control its former indirect wholly-owned subsidiary, Harvest Enterprises, LLC (“Harvest”), which holds the Company’s former mixed-use cannabis operations (the “Deconsolidation Transaction”), 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, ceased to be a consolidated subsidiary.
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As further described below, as a result of the implementation of the Deconsolidation Transaction, an indirect wholly-owned subsidiary of the Company (“Company Subsidiary”) holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest. 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 New York Stock Exchange 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:
1)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.
2)Harvest and the Company entered into a Class A Unit Purchase Agreement (the “Class A Unit Purchase Agreement”) with an independent third party investor, Whitley Holding 05192026, LLC (the “Harvest Investor”), dated June 3, 2026, pursuant to which, among other things, the Harvest Investor made an investment in Harvest and acquired Voting Units representing a 10% economic ownership interest in Harvest for approximately $14.8 million (the “Harvest Investment”). In connection with the Harvest Investment, the Harvest Investor appointed two managers to the Harvest Board and Company Subsidiary appointed one manager to the Harvest Board.
3)The Company, Company Subsidiary and Harvest entered into a protection agreement, dated June 3, 2026, 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 support services to Harvest. The MSA provides for reimbursement of the Company’s costs incurred in providing such services plus a 5% margin, together with a fixed quarterly management fee. Each of the parties to the MSA has the ability to terminate the MSA at any time upon 90 days’ notice.
Harvest conducts mixed-use cannabis businesses in Arizona, Connecticut, Maryland, and Ohio. Harvest operates 34 Trulieve branded dispensaries in addition to cultivation and production capacity across these markets. Following the Deconsolidation Transaction , the Company accounts for its investment in Harvest under the equity method of accounting and no longer consolidates Harvest's assets, liabilities, results of operations, or cash flows.
Competitive Conditions and Position
The markets in which we operate are highly competitive markets with relatively high barriers to entry given the limited quantity of licenses available and the highly regulated nature of the cannabis industry. See “—Regulatory Overview” in Item 1—Business in our 2025 Form 10-K for additional information regarding the impact of regulation on our business. We compete directly with cannabis producers and retailers within single-state operating markets, as well as those that operate across several U.S. state markets.
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The vast majority of both manufacturing and retail competitors in our markets are either localized businesses with operations in a single state market or regional players. Other multi-state cannabis operators compete directly in several of our operating markets. Aside from this direct competition, out-of-state operators that are sufficiently capitalized to enter those markets through acquisitions are also part of the competitive landscape. Increased competition by larger and better financed competitors could materially affect our business, financial condition and results of operations.
We face additional competition from new entrants. If the number of consumers of medical cannabis in our markets increases, the demand for products will increase and we expect that competition will become more intense as current and future competitors offer an increasing number of diversified products and engage in price competition. We expect to continue to invest in several areas, including customer experience, product innovation, scaled production, marketing and branding, and distribution network expansion. Trulieve may not have sufficient resources to maintain investments on a competitive basis, which could have a material adverse effect on our business, financial condition and operational results. The management team monitors developments in the fast-paced cannabis industry and adjacent industries to help us remain competitive.
We also compete indirectly with operators in the illicit market for cannabis and manufacturers and retailers of intoxicating hemp products.
See Item 1A—“Risk Factors” of our 2025 Form 10-K for additional information regarding competition.
Seasonality
Our business operates year-round. Operations and sales trends in select markets do follow seasonal trends at various times of the year, providing seasonal impacts on sales in summer and winter months and increases from promotional activity around specific industry and holiday events including 4/20, 7/10, and Green Wednesday (the Wednesday before Thanksgiving).
Recent Developments
In April 2026, the DOJ announcement restarted the process for rescheduling adult use marijuana from Schedule I to Schedule III. A hearing to gather testimony from selected interested parties was conducted between June 29 and July 15, 2026. Hearing transcript corrections and post hearing briefs are due on August 17, 2026. After reviewing the hearing record, testimony, and briefs, the Administrative Law Judge ("ALJ") is expected to issue a recommended decision. Typically, the DEA Administrator would review the recommendation by the ALJ and may choose to issue a final rule with the scheduling determination, effective date, and implementation details.
On August 5, 2026, the Company's shareholders approved, and the Board of Directors authorized, the concurrent domestication of the Company to the State of Delaware and continuance out of the Province of British Columbia. The domestication and continuance remain subject to the satisfaction of applicable legal and regulatory requirements and the filing of the requisite governing documents.
Critical Accounting Policies and Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in our 2025 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates.” During the six months ended June 30, 2026, there were no significant changes to our previously disclosed critical accounting policies and estimates other than the addition of a critical accounting estimate related to the valuation of the Company's retained equity method investment in Harvest following the Deconsolidation Transaction. The fair value measurement required significant management judgment related to the selection of discount rates, projected EBITDA margins and marketability discounts, all of which represent significant unobservable inputs. See Note 5. Equity Method Investment for additional information.
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Financial Review
Results of Continuing Operations
This section of this Form 10-Q generally describes and compares our results of continuing operations for the three and six months ended June 30, 2026 and 2025.
Comparability of Results
As discussed in Note 4. Disposition, the Deconsolidation Transaction impacts the comparability of the Company's results of operations between periods. Accordingly, period-over-period comparisons may not be directly comparable and should be considered in conjunction with the discussion of the Deconsolidation Transaction in Note 4. Disposition and the Equity Method Investment disclosure in Note 5. Equity Method Investment.
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The following table and discussion compares condensed consolidated statements of operations data for the quarter-to-date periods presented:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Statements of Operations Data | Amount | Amount | Amount Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 270,952 | $ | 302,086 | $ | (31,134) | (10) | % | ||||||||||||||||||
| Cost of goods sold | 108,663 | 119,160 | (10,497) | (9) | % | |||||||||||||||||||||
| Gross profit | 162,289 | 182,926 | (20,637) | (11) | % | |||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
Selling, general, and administrative | 101,767 | 101,116 | 651 | 1 | % | |||||||||||||||||||||
| Depreciation and amortization | 25,723 | 29,427 | (3,704) | (13) | % | |||||||||||||||||||||
| Loss (gain) on disposal or impairment of assets | 1,989 | (251) | 2,240 | N/M | ||||||||||||||||||||||
| Loss on Deconsolidation Transaction | 403,333 | — | 403,333 | N/M | ||||||||||||||||||||||
| Total expenses | 532,812 | 130,292 | 402,520 | 309 | % | |||||||||||||||||||||
(Loss) income from operations | (370,523) | 52,634 | (423,157) | N/M | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense, net | (12,760) | (16,393) | (3,633) | (22) | % | |||||||||||||||||||||
| Interest income | 3,062 | 3,638 | (576) | (16) | % | |||||||||||||||||||||
| Equity in net loss of Harvest | (3,289) | — | (3,289) | N/M | ||||||||||||||||||||||
| Other income (expense), net | 114 | (975) | 1,089 | 112 | % | |||||||||||||||||||||
| Total other expense, net | (12,873) | (13,730) | (857) | (6) | % | |||||||||||||||||||||
| (Loss) income before provision for income taxes | (383,396) | 38,904 | (422,300) | N/M | ||||||||||||||||||||||
| Provision for income taxes | 21,967 | 54,720 | (32,753) | (60) | % | |||||||||||||||||||||
Net loss from continuing operations | (405,363) | (15,816) | 389,547 | N/M | ||||||||||||||||||||||
Net loss from discontinued operations, net of tax benefit (provision) $237 and $(441), respectively | (699) | (295) | 404 | 137 | % | |||||||||||||||||||||
Net loss | $ | (406,062) | $ | (16,111) | $ | 389,951 | N/M | |||||||||||||||||||
| Percentage of Revenue | 2026 | 2025 | ||||||||||||||||||||||||
| Cost of goods sold | 40.1 | % | 39.4 | % | ||||||||||||||||||||||
| Gross profit | 59.9 | % | 60.6 | % | ||||||||||||||||||||||
Selling, general, and administrative | 37.6 | % | 33.5 | % | ||||||||||||||||||||||
Revenue
Revenue for the three months ended June 30, 2026 was $271.0 million, a decrease of $31.1 million, from $302.1 million for the three months ended June 30, 2025. The decrease was primarily driven by the Deconsolidation Transaction, which reduced the period of Harvest activity included in consolidated revenue during the current quarter. Excluding the impact of the Deconsolidation Transaction, revenue was also affected by continued pricing pressure in certain mature markets, partially offset by revenue growth in Ohio through the Deconsolidation Transaction date. Revenue also increased as a result of management services provided under the MSA with Harvest.
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Cost of Goods Sold and Gross Profit
Cost of goods sold for the three months ended June 30, 2026 was $108.7 million, a decrease of $10.5 million from $119.2 million for the three months ended June 30, 2025. Cost of goods sold as a percentage of revenue was 40.1% for the three months ended June 30, 2026 as compared to 39.4% for the three months ended June 30, 2025. Gross profit for the three months ended June 30, 2026 was $162.3 million, a decrease of $20.6 million from $182.9 million for the three months ended June 30, 2025. Gross profit as a percentage of revenue was 59.9% for the three months ended June 30, 2026 as compared to 60.6% for the three months ended June 30, 2025. Cost of goods sold and gross profit decreased primarily as a result of the Deconsolidation Transaction; however, both remained generally consistent as a percentage of revenue compared to the prior-year period. Gross margin will continue to fluctuate quarter to quarter depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.
Selling, General, and Administrative Expense
Selling, general, and administrative expense for the three months ended June 30, 2026 was $101.8 million, an increase of $0.7 million from $101.1 million for the three months ended June 30, 2025. Selling, general, and administrative expense as a percentage of revenues was 37.6% for the three months ended June 30, 2026, compared to 33.5% for the three months ended June 30, 2025. The increase in the current period expenditures as a percentage of revenue compared to the prior year comparable period reflects costs associated with the Deconsolidation Transaction.
Depreciation and Amortization Expense
Depreciation and amortization expense for the three months ended June 30, 2026 was $25.7 million, a decrease of $3.7 million from $29.4 million for the three months ended June 30, 2025. The decrease is primarily attributable to the Deconsolidation Transaction.
Loss (gain) on disposal or impairment of assets
Loss (gain) on disposal or impairment of assets was a gain of $2.0 million for the three months ended June 30, 2026 compared to a loss of $0.3 million for the three months ended June 30, 2025.
Loss on Deconsolidation Transaction
Loss on deconsolidation transaction expense for the three months ended June 30, 2026 was $403.3 million and was attributable to the Deconsolidation Transaction completed during the quarter. The loss resulted primarily from the application of ASC 810, which required the Company to derecognize Harvest's net assets and measure its retained investment at fair value upon deconsolidation. As a result, the loss is primarily a non-cash accounting charge and is not indicative of the ongoing operating performance or cash-generating capacity of the underlying business. Further information regarding the transaction and the related loss is included in Note 4. Disposition.
Interest Expense, Net
Interest expense, net for the three months ended June 30, 2026 was $12.8 million, a decrease of $3.6 million from $16.4 million for the three months ended June 30, 2025. The decrease was primarily driven by a reduction in overall debt in the current period as compared to the prior period.
Interest Income
Interest income for the three months ended June 30, 2026 was $3.1 million, a decrease of $0.6 million from $3.6 million for the three months ended June 30, 2025.
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Equity in net loss of Harvest
Equity in net loss of Harvest for the three months ended June 30, 2026 was $3.3 million and represents the Company's proportionate share of Harvest's net results following the June 3, 2026 Deconsolidation Transaction. Due to Harvest being accounted for under the equity method of accounting, the Company recognizes only its share of Harvest's net income or loss and no longer consolidates Harvest's revenue, operating expenses, assets, or liabilities.
Other Income (Expense), Net
Other income, net for the three months ended June 30, 2026 was $0.1 million, a change of $1.1 million from other expense of $1.0 million for the three months ended June 30, 2025.
Provision for Income Taxes
The provision for income taxes for the three months ended June 30, 2026 was $22.0 million, a decrease of $32.8 million from $54.7 million for the three months ended June 30, 2025. The provision for income taxes as a percentage of gross profit was 13.5% for the three months ended June 30, 2026, compared to 29.9% for the three months ended June 30, 2025. The decrease was primarily driven by the Company not applying IRC Section 280E for the 2026 taxable year, where the prior period provision included the impact of IRC Section 280E.
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The following table and discussion compares condensed consolidated statements of operations data for the year-to-date periods presented:
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Amount | Amount | Amount Change | Percentage Change | |||||||||||||||||||||||
Revenue | $ | 557,706 | $ | 599,846 | $ | (42,140) | (7) | % | ||||||||||||||||||
| Cost of goods sold | 225,336 | 233,701 | (8,365) | (4) | % | |||||||||||||||||||||
| Gross profit | 332,370 | 366,145 | (33,775) | (9) | % | |||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Selling, general, and administrative | 206,662 | 219,888 | (13,226) | (6) | % | |||||||||||||||||||||
| Depreciation and amortization | 55,466 | 58,755 | (3,289) | (6) | % | |||||||||||||||||||||
| Loss on disposal or impairment of assets | 1,707 | 1,542 | 165 | 11 | % | |||||||||||||||||||||
| Loss on Deconsolidation Transaction | 403,333 | — | 403,333 | N/M | ||||||||||||||||||||||
| Total expenses | 667,168 | 280,185 | 386,983 | 138 | % | |||||||||||||||||||||
(Loss) income from operations | (334,798) | 85,960 | (420,758) | N/M | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense, net | (26,081) | (32,688) | (6,607) | (20) | % | |||||||||||||||||||||
| Interest income | 5,746 | 6,706 | (960) | (14) | % | |||||||||||||||||||||
| Equity in net loss of Harvest | (3,289) | — | (3,289) | N/M | ||||||||||||||||||||||
Other income (expense), net | 246 | (747) | (993) | (133) | % | |||||||||||||||||||||
Total other expense, net | (23,378) | (26,729) | (3,351) | (13) | % | |||||||||||||||||||||
(Loss) income before provision for income taxes | (358,176) | 59,231 | (417,407) | N/M | ||||||||||||||||||||||
| Provision for income taxes | 43,826 | 107,184 | (63,358) | (59) | % | |||||||||||||||||||||
Net loss from continuing operations | (402,002) | (47,953) | 354,049 | 738 | % | |||||||||||||||||||||
Net loss from discontinued operations, net of tax benefit (provision) of $597 and $(441), respectively | (1,777) | (1,917) | (140) | (7) | % | |||||||||||||||||||||
Net loss | $ | (403,779) | $ | (49,870) | $ | 353,909 | 710 | % | ||||||||||||||||||
| Percentage of Revenue | 2026 | 2025 | ||||||||||||||||||||||||
| Cost of goods sold | 40.4 | % | 39.0 | % | ||||||||||||||||||||||
| Gross profit | 59.6 | % | 61.0 | % | ||||||||||||||||||||||
Selling, general, and administrative | 37.1 | % | 36.7 | % | ||||||||||||||||||||||
Revenue
Revenue for the six months ended June 30, 2026 was $557.7 million, a decrease of $42.1 million from $599.8 million for the six months ended June 30, 2025. The decrease was primarily driven by the Deconsolidation Transaction, which reduced the period of Harvest activity included in consolidated revenue during the current year. Excluding the impact of the Deconsolidation Transaction, revenue was also affected by continued pricing pressure in certain mature markets, partially offset by revenue growth in Ohio through the Deconsolidation Transaction date and revenue associated with the MSA.
Cost of Goods Sold and Gross Profit
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Cost of goods sold for the six months ended June 30, 2026 was $225.3 million, a decrease of $8.4 million from $233.7 million for the six months ended June 30, 2025. Cost of goods as a percentage of revenues was 40.4% for the six months ended June 30, 2026 compared to 39.0% for the six months ended June 30, 2025. Gross profit for the six months ended June 30, 2026 was $332.4 million, a decrease of $33.8 million from $366.1 million for the six months ended June 30, 2025. Gross profit as a percentage of revenue was 59.6% for the six months ended June 30, 2026 as compared to 61.0% for the six months ended June 30, 2025. Cost of goods sold and gross profit decreased primarily as a result of the Deconsolidation Transaction; however, both remained generally consistent as a percentage of revenue compared to the prior-year period. Gross margin will continue to fluctuate quarter to quarter depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.
Selling, General and Administrative Expense
Selling, general, and administrative expense for the six months ended June 30, 2026 was $206.7 million, a decrease of $13.2 million from $219.9 million for the six months ended June 30, 2025. Selling, general, and administrative expense as a percentage of revenue was 37.1% for the six months ended June 30, 2026, compared to 36.7% for the six months ended June 30, 2025. The decrease in the current period expenditures compared to the prior year period was primarily driven by the Deconsolidation Transaction and remained relatively flat as a percentage of revenue.
Depreciation and Amortization Expense
Depreciation and amortization expense for the six months ended June 30, 2026 was $55.5 million, a decrease of $3.3 million from $58.8 million for the six months ended June 30, 2025. The decrease is primarily attributable to the Deconsolidation Transaction.
Loss on disposal or impairment of assets
Loss on disposal or impairment of assets for the six months ended June 30, 2026 was $1.7 million compared to $1.5 million for the six months ended June 30, 2025.
Loss on Deconsolidation Transaction
Loss on deconsolidation transaction expense for the six months ended June 30, 2026 was $403.3 million and was attributable to the Deconsolidation Transaction completed during the quarter. The loss resulted primarily from the application of ASC 810, which required the Company to derecognize Harvest's net assets and measure its retained investment at fair value upon deconsolidation. As a result, the loss is primarily a non-cash accounting charge and is not
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indicative of the ongoing operating performance or cash-generating capacity of the underlying business. Further information regarding the transaction and the related loss is included in Note 4. Disposition.
Interest Expense, Net
Interest expense, net for the six months ended June 30, 2026 was $26.1 million, a decrease of $6.6 million from $32.7 million for the six months ended June 30, 2025. The decrease was primarily driven by a reduction in overall debt in the current period as compared to the prior period.
Interest Income
Interest income for the six months ended June 30, 2026 was $5.7 million, a decrease of $1.0 million from $6.7 million for the six months ended June 30, 2025.
Interest income for the six months ended June 30, 2026 was $5.7 million, a decrease of $1.0 million from $6.7 million for the six months ended June 30, 2025.
Equity in net loss of Harvest
Equity in net loss of Harvest for the six months ended June 30, 2026 was $3.3 million and represents the Company's proportionate share of Harvest's net results following the June 3, 2026 Deconsolidation Transaction. Due to Harvest being accounted for under the equity method of accounting, the Company recognizes only its share of Harvest's net income or loss and no longer consolidates Harvest's revenue, operating expenses, assets, or liabilities.
Other Income (Expense), Net
Other income, net for the six months ended June 30, 2026 was $0.2 million, compared to other expense, net of $0.7 million for the six months ended June 30, 2025.
Provision for Income Taxes
The provision for income taxes for the six months ended June 30, 2026 was $43.8 million, a decrease of $63.4 million from $107.2 million for the six months ended June 30, 2025. The provision for income taxes as a percentage of gross profit was 13.2% for the six months ended June 30, 2026, compared to 29.3% for the six months ended June 30, 2025. The decrease was primarily driven by the Company not applying IRC Section 280E for the 2026 taxable year, where the prior period included the impact of IRC Section 280E.
Management's Use of Non-GAAP Measures
Our management uses a financial measure that is not in accordance with generally accepted accounting principles in the U.S., or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. This non-GAAP financial measure should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. EBITDA is calculated as net loss before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net loss before net interest expense, interest income, provision for income taxes and depreciation and amortization, which is then adjusted for certain contributions, such as campaign and political initiatives, items that we do not believe represent the operations of the core business such as acquisition, transaction and other non-recurring costs including major system changes, impairments and disposals of long-lived assets including goodwill, discontinued operations, share-based compensation, other income and expense items, equity in net loss of Harvest and loss on Deconsolidation Transaction.
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We report Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measure noted above is a metric that has been adjusted from the GAAP net loss measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry as competitors commonly disclose similar performance measures; however, our calculation of Adjusted EBITDA may not be comparable to other similarly titled performance measures of other companies, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net loss measure.
As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. A reconciliation of net loss, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA, has been included herein immediately following our discussion of “Adjusted EBITDA”.
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Adjusted EBITDA
Adjusted EBITDA for the three months ended June 30, 2026 was $98.0 million, a decrease of $12.6 million from $110.6 million for the three months ended June 30, 2025, primarily driven by lower revenue primarily resulting from the Deconsolidation Transaction.
Adjusted EBITDA for the six months ended June 30, 2026 was $198.4 million, a decrease of $21.4 million from $219.8 million for the six months ended June 30, 2025, primarily driven by lower revenue primarily resulting from the Deconsolidation Transaction.
The following table presents a reconciliation of net loss attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (405,975) | $ | (13,780) | $ | (403,569) | $ | (46,650) | |||||||||||||||
| Add (deduct) impact of: | |||||||||||||||||||||||
| Interest expense, net | 12,760 | 16,393 | 26,081 | 32,688 | |||||||||||||||||||
| Interest income | (3,062) | (3,638) | (5,746) | (6,706) | |||||||||||||||||||
| Provision for income taxes | 21,967 | 54,720 | 43,826 | 107,184 | |||||||||||||||||||
| Depreciation and amortization | 25,723 | 29,427 | 55,466 | 58,755 | |||||||||||||||||||
| Depreciation included in cost of goods sold | 13,430 | 13,722 | 27,419 | 27,577 | |||||||||||||||||||
| EBITDA (Non-GAAP) | (335,157) | 96,844 | (256,523) | 172,848 | |||||||||||||||||||
| Loss (gain) on disposal or impairment of assets | 1,989 | (251) | 1,707 | 1,542 | |||||||||||||||||||
| Campaign and political contributions | 4,739 | 4,403 | 14,279 | 27,355 | |||||||||||||||||||
| Acquisition, transaction, and other non-recurring costs | 12,305 | 1,585 | 19,752 | 4,689 | |||||||||||||||||||
| Share-based compensation | 6,913 | 6,762 | 11,050 | 10,705 | |||||||||||||||||||
| Other (income) expense, net | (114) | 975 | (246) | 747 | |||||||||||||||||||
| Equity in net loss of Harvest | 3,289 | — | 3,289 | — | |||||||||||||||||||
| Loss on Deconsolidation Transaction | 403,333 | — | 403,333 | — | |||||||||||||||||||
| Discontinued operations, net of tax, attributable to common shareholders | 699 | 295 | 1,777 | 1,917 | |||||||||||||||||||
| Total adjustments | 433,153 | 13,769 | 454,941 | 46,955 | |||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 97,996 | $ | 110,613 | $ | 198,418 | $ | 219,803 | |||||||||||||||
Adjusted EBITDA (Non-GAAP) % of Revenue | 36.2 | % | 36.6 | % | 35.6 | % | 36.6 | % | |||||||||||||||
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Liquidity and Capital Resources
Sources of Liquidity
Since our inception, we have funded our operations and capital spending through cash flows from product sales, third-party debt, proceeds from the sale of our capital stock and loans from affiliates and entities controlled by our affiliates. We are generating cash from operations and are deploying our capital reserves to acquire and develop assets capable of producing additional revenues to support our business growth when advisable. Our current principal sources of liquidity are our cash and cash equivalents provided by our operations as well as debt and equity offerings. The Company has generated, and expects to continue to generate, additional cash from operations. Cash and cash equivalents consist primarily of cash on deposit with banks and money market funds.
Our primary uses of cash are for working capital requirements, capital expenditures, debt service payments, and income tax payments. Additionally, we may use cash to support cannabis market expansion related initiatives. Working capital is used principally for personnel expenses as well as costs related to the cultivation, processing and distribution of our products. Our capital expenditures consist primarily of additional cultivation and processing facilities and retail dispensaries, and improvements to existing facilities to support the long-term growth in current markets as well as investments in technology infrastructure.
As of June 30, 2026, cash and cash equivalents were $325.4 million. Although there can be no assurance regarding our future liquidity, we believe our existing cash balances will be sufficient to meet our anticipated cash requirements from the date of this Quarterly Report through at least the next 12 months. Any additional future requirements would likely be funded through the following sources of capital:
•Cash from ongoing operations,
•Debt or equity financings.
Cash Flows
The condensed consolidated statements of cash flows include continuing operations and discontinued operations. The table below highlights our cash flows for the periods presented:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
Net cash provided by operating activities | $ | 108,847 | $ | 137,224 | |||||||
Net cash (used in) provided by investing activities | (88,049) | 34,386 | |||||||||
Net cash provided by (used in) financing activities | 49,087 | (10,333) | |||||||||
Net increase in cash and cash equivalents | $ | 69,885 | $ | 161,277 | |||||||
Cash Flows - Operating Activities
Net cash provided by operating activities was $108.8 million for the six months ended June 30, 2026, a decrease of $28.4 million compared to $137.2 million of net cash provided by operating activities for the six months ended June 30, 2025. The decrease was driven primarily by the decrease in revenue as compared to the prior period.
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Cash Flows - Investing Activities
Net cash used in investing activities was $88.0 million for the six months ended June 30, 2026, compared to the $34.4 million in net cash provided by investing activities for the six months ended June 30, 2025. The change was primarily driven by certificates of deposit entered into in 2024 which matured in 2025 as well as cash transferred as part of the Deconsolidation Transaction in 2026.
Cash Flows - Financing Activities
Net cash provided by financing activities was $49.1 million for the six months ended June 30, 2026, a change of $59.4 million, compared to $10.3 million net cash used in financing activities for the six months ended June 30, 2025. The change was primarily driven by proceeds received from a debt issuance in the first quarter of 2026.
Balance Sheet Exposure
As of June 30, 2026 and December 31, 2025, substantially all of our condensed consolidated balance sheet is exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. On April 23, 2026, the DOJ announced the finalization of the rescheduling of medical marijuana under the CSA from Schedule I to Schedule III. As a result of the rescheduling, certain federal tax, regulatory, and research restrictions applicable to Schedule I substances no longer apply to medical marijuana. The DOJ announcement also provided state-legal medical marijuana businesses an expedited process for registration with the DEA. The Company has applied for DEA licenses in Florida, Pennsylvania, Georgia and West Virginia, with the expected effect that the Company’s operations in those medical-only states are federally legal. We believe our operations are in material compliance with all applicable federal, state and local laws, regulations, and licensing requirements in the states in which we operate.
Contractual Obligations
For information on our commitments for finance leases, financing arrangements, claims and litigation, contingencies, and other obligations, see Note 3. Supplementary Financial Information, Note 6. Long-Term Borrowings, and Note 8. Income Taxes in Part I. Item 1 of this Quarterly Report. Other than the $70.2 million decrease in our uncertain tax position liabilities, and the $4.3 million decrease in future minimum lease payments under non-cancellable finance leases, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2025 Form 10-K.
Off-Balance Sheet Arrangements
As of the date of this filing, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of, including, and without limitation, such considerations as liquidity and capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes to our market risk disclosures as set forth in Part II Item 7A of our 2025 Form 10-K.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Based on our management's evaluation with the participation of our Chief Executive Officer and our Chief Financial Officer, as of June 30, 2026, our Chief Executive Officer and our Chief Financial Officer have concluded that our "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
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Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Internal Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
PART II - OTHER INFORMATION
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. These forward-looking statements include the Company’s statements regarding its expectations with respect to the sales of certain assets, statements regarding expected cost savings and long-term benefits from the Company’s cost streamlining efforts, the Company's beliefs regarding taxes it does not owe. Any statements contained in this Quarterly Report that are not statements of historical facts may be deemed to be forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations and future growth prospects. The forward-looking statements contained herein are based on certain key expectations and assumptions, including, but not limited to, with respect to expectations and assumptions concerning receipt and/or maintenance of required licenses and third party consents and the success of our operations, which are based on estimates prepared by us using data from publicly available governmental sources, as well as from market research and industry analysis, and on assumptions based on data and knowledge of this industry that we believe to be reasonable. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Quarterly Report may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Part II, Item 1A – Risk Factors” and discussed elsewhere in this Quarterly Report, and in “Part I, Item 1A – Risk Factors” of our 2025 Form 10-K. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Quarterly Report. These factors and risks include, among other things, the following:
Risks Related to Our Business and Industry
•the uncertainty regarding the regulation of cannabis in the U.S.;
•the effect of constraints on marketing our products;
•the risk we may not be able to grow our product offerings and dispensary services;
•the effect of risks related to material acquisitions, investments, dispositions and other strategic transactions;
•the effect of risks related to growth management;
•the effect of restricted access to banking and other financial services by cannabis businesses and their clients;
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•the risks related to maintaining cash deposits in excess of federally insured limits;
•our expectation that we will incur significant ongoing costs and obligations related to our infrastructure, growth, regulatory compliance and operations;
•our ability to locate and obtain the rights to operate at preferred locations;
•the higher risk of IRS audit;
•the effect of risks related to being a holding company;
•our ability to enforce our contracts;
•the effect of intense competition in the cannabis industry;
•our ability to obtain cannabis licenses or to maintain such licenses;
•the risks our subsidiaries may not be able to obtain their required licenses;
•our ability to accurately forecast operating results and plan our operations;
•the effect of agricultural and environmental risks;
•our ability to adequately protect our intellectual property;
•our dependency on key personnel;
•the effect of product liability claims;
•the effect of risks related to our products;
•the effect of unfavorable publicity or consumer perception;
•the effect of product recalls;
•the effect of security risks related to our products and our information technology systems;
•the effect of risks related to key utility services on which we rely;
Risks Related to Owning Subordinate Voting Shares
•the possibility of no positive return on our securities;
•the effect of additional issuances of our securities in the future;
•the effect of sales of substantial amounts of our shares in the public market;
•volatility of the market price and liquidity risks on our shares; and
Risks Related to Being a Public Company
•the increased costs as a result of being a U.S. reporting company.
Item 1. Legal Proceedings.
There are no actual or, to our knowledge, contemplated legal proceedings material to Trulieve or in which any of our property is the subject matter, other than the following matter.
There are no actual or, to our knowledge, contemplated legal proceedings material to Trulieve or in which any of our property is the subject matter, other than the following matter.
In September 2025, the IRS issued Revenue Agent Reports proposing assessment of taxes, interest, and penalties for some of the Company's subsidiaries that were under audit. Trulieve has submitted protests to dispute those proposed liabilities before the IRS Independent Office of Appeals. Based on an analysis of the facts, information and circumstances available as of June 30, 2026, Trulieve believes that it is more likely than not that the Company will prevail in its position. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740. As a result, no reduction or elimination of the uncertain tax position liability related to tax years prior to 2026 has been recognized as of June 30, 2026. The proposed tax and interest amounts were previously included in the Company's uncertain tax position liabilities; however, the total penalty amount proposed by the IRS, approximately $38.1 million, is not included in the Company's uncertain tax position. The Company believes the proposed penalties are without merit and will contest them vigorously.
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Item 1A. Risk Factors.
Investing in our Subordinate Voting Shares involves a high degree of risk. Our 2025 Form 10-K includes detailed discussions of our risk factors under the heading “Part I, Item 1A—Risk Factors". In addition to the risk factors previously disclosed in Part I, Item 1A, "Risk Factors" of the 2025 Form 10-K, the additional risk factor set forth below should be carefully considered. You should consider carefully the risk factors discussed herein, in our 2025 Form 10-K and all other information contained or incorporated by reference in this Quarterly Report before making an investment decision. If any of the risks discussed herein and in the 2025 Form 10-K actually occur, they may materially harm our business, financial condition, operating results, cash flows or growth prospects. As a result, the market price of our Subordinate Voting Shares could decline, and you could lose all or part of your investment. Additional risks and uncertainties that are not yet identified or that we think are immaterial may also materially harm our business, financial condition, operating results, cash flows or growth prospects and could result in a complete loss of your investment.
The fair value of our equity method investment in Harvest is potentially volatile and a significant reduction in the value of Harvest could have a material adverse effect on our financial condition and future prospects.
Through our ownership in the Non-Voting Units, we own a non-participating and non-voting interest in Harvest, and we classify such interest in Harvest as an equity method investment. The fair value of our equity investment in Harvest is subject to certain assumptions and, accordingly, such valuation is uncertain and potentially volatile. A significant reduction in the value of Harvest could have a material adverse effect on our financial condition and future prospects as a result of our interest in Harvest.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
On June 26, 2026 , Kim Rivers , the Chairman of the Board and the Chief Executive Officer of the Company, notified the broker-dealer administering the trading arrangement of her intention to terminate the arrangement during the Company's next open trading window on August 11, 2026, prior to the commencement of sales under the second tranche of the plan. As of June 26, 2026, sales under the first tranche totaling 1,699,007 Subordinate Voting Shares had been completed.
During the three months ended June 30, 2026, no other director or officer of the Company adopted terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits.
| Exhibit Number | Description | ||||||||||
| 10.1 ‡ | |||||||||||
| 10.2 | |||||||||||
| 10.3 | |||||||||||
| 10.4*‡ | |||||||||||
| 31.1 * | |||||||||||
| 31.2 * | |||||||||||
32.1 ** | |||||||||||
101.INS* | Inline XBRL Instance Document | ||||||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
*Filed herewith. | |||||||||||
** Furnished herewith. | |||||||||||
| ‡ Management contract or compensatory plan or arrangement. | |||||||||||
| The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. | |||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TRULIEVE CANNABIS CORP. | ||||||||
Date: August 7, 2026 | By: | /s/ Kim Rivers | ||||||
Kim Rivers | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Date: August 7, 2026 | By: | /s/ Jan Reese | ||||||
Jan Reese | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||
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Exhibit 10.4
SEPARATION AGREEMENT AND GENERAL RELEASE
This Confidential Separation Agreement and General Release ("Agreement"), dated as of June 11, 2026, is made by and between Trulieve Cannabis Corp. ("Company"), and Jason Pernell ("Employee"), and will become effective upon the 8th day after execution by the Employee, if not timely revoked, as set forth in Section 21.
WHEREAS, the Company and Employee have mutually agreed that Employee shall terminate his employment; and
WHEREAS, the date of termination ("Termination Date") is June 11, 2026; and
WHEREAS, the Employee desires to release all claims and causes of action, if any, Employee may have arising from or relating to Employee's employment or service or termination from Company or otherwise; and
WHEREAS, the Employee and the Company desire to establish their respective rights and obligations related to this release of claims, now and for the future;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which both parties acknowledge, the parties mutually agree as follows:
1. Revocation of Authority. Employee's authority to access Company systems, authority to act on behalf of the Company, or represent an affiliation with the Company, is revoked effective on the Termination Date, notwithstanding Employee's execution of this Agreement.
2. Termination. Employee's employment with the Company is terminated effective June 11, 2026. Within 30 days of the Termination Date, Employee shall be paid for reimbursement of any business expenses validly incurred prior to the Termination Date pursuant to the Company's normal payroll practice. Except for those obligations contained in the Executive Employment Agreement between Employee and the Company, dated as of February 26, 2025 (the "Executive Employment Agreement"), the Trulieve Cannabis Corp. Third Amended and Restated 2021 Omnibus Incentive Plan (the "Trulieve Plan"), as amended, and contained in this Agreement, which imposes post-employment obligations on Employee and on Company, this Agreement extinguishes all rights and obligations, if any, which Employee may have, and rights and obligations, if any, which Company may have, contractual or otherwise, relating to the employment or termination of employment of Employee with Company. In response to any inquiries regarding Employee, the Company agrees to provide a neutral reference, which includes hire date, termination date, and job title. Requests for employment reference must be sent to Nichelle.Miller@trulieve.com.
3. Confidentiality of Agreement. The parties agree that Section 6 of the Executive Employment Agreement is incorporated herein in full force and effect. Employee further acknowledges and agrees that Employee will not, and to date has not, unless required by law or otherwise permitted by Company, disclose, or disclosed, to others any information regarding the terms of this Agreement, the benefits being paid under, or related to, it or the fact of payment (which are deemed confidential), except that Employee may disclose this information to Employee's spouse, attorney, accountant or other professional advisor to whom Employee must
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make the disclosure in order to receive professional services, and to a governmental and/or regulatory agency, including the IRS, or as otherwise compelled by law However, Employee acknowledges that Employee must instruct them about the confidential nature of this Agreement and their obligation to maintain the confidentiality of this information. It is not a violation of this Agreement for Employee to disclose to prospective employers her post-employment obligations. Further, it is not a violation of this Agreement for Employee to disclose this Agreement if requested by any attorney bar/licensing agency or association, any judicial nominating committee or the federal government for purposes of obtaining employment.
4. Immunity Notice-Defend Trade Secrets Act of 2016. Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Should Employee file a lawsuit against an employer for retaliation for reporting a suspected violation of law, Employee may disclose the trade secret to Employee's attorney and use the trade secret information in the court proceeding, if Employee: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
5. Compensation. All compensation herein is subject to the Company's rights and Employee's obligations set forth in the Executive Employment Agreement.
(a) Bonus Payments. Contingent upon Employee's compliance with all of the provisions of this Agreement, following the Termination Date, Company agrees:
(ii) Employee shall be paid the Quarterly Performance Bonus for second quarter of2026 pursuant to the Company's customary executive bonus payment practices, in accordance with the Company's regular payroll practices and subject to all customary withholding and deductions.
(iii) Employee shall be paid a prorated portion of the balance of the Target Performance Bonus for fiscal year 2026 pursuant to the Company's customary executive bonus payment practices after 2026 earnings.
(a) Separation Pay. Contingent upon Employee's compliance with all of the provisions of this Agreement, following the Termination Date, Company agrees to pay (the "Separation Pay"):
(i) Employee shall be paid a severance amount of$15,000.
(ii) If the Employee timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall pay to the COBRA administrator on the Employee's behalf the full amount of the COBRA premium due for medical, dental, and vision coverage for the Employee and any of the Employee's covered dependents which is equivalent to the coverage the Employee maintained prior to termination of the Employee's employment with the Company until the earliest of: (i) the eighteenth (18) month anniversary of the Employee's
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Termination Date, or (ii) the date on which the Employee either receives or becomes eligible to receive substantially similar coverage from another employer.
(iii) Any issued and unvested equity awards shall vest upon your Termination Date. Taxes shall be calculated as of the date the equity vests, in accordance with the Company's regular payroll practices and subject to all customary withholding and deductions.
(a) Full and Adequate Consideration. Employee acknowledges and agrees that the Separation Pay and other benefits provided for in this Agreement shall constitute full and adequate consideration that Employee would not otherwise be entitled but for the promises and obligations set forth in this Agreement, including Employee's waiver and general release of claims against Company. Employee acknowledges that the Company has no further obligation to Employee, including to pay any additional amounts of money, other than as set forth in this Agreement.
6. Claims. Employee represents, warrants and agrees that Employee has not filed any claims, appeals, complaints, or lawsuits against the Released Parties (as defined in Section 9 below), or any of them, with any court or alternative judicial forum. The word "claims," as used in this Agreement, includes all claims for monetary and non-monetary relief, including claims for economic, emotional, and punitive damages, attorneys' fees and costs. The word "claims" also includes all claims arising out of Employee's employment and/or separation from employment with Company, including claims arising out of any contract or employment policy; tort claims such as defamation, intentional infliction of emotional distress, and negligence; any claims for wrongful discharge; and claims under any federal, state, or local statute, regulation or ordinance.
7. Employee's Representations.
(a) Employee acknowledges that, but for any earned but yet unpaid salary for the pay period that includes the Termination Date, Employee has been fully and properly paid all salary, reimbursement expenses and/or any and all other pay and incentives due to Employee based upon actual work performed and efforts extended by Employee and at the proper rates of pay; that Employee has been provided with all leave or other accommodations (including under the Family and Medical Leave Act and/or the Americans with Disabilities Act) to which Employee may have been entitled, if any, and that Employee has not suffered any workplace illness or injury other than any illness or injury which Employee has already advised the Company in writing, if any. Employee further acknowledges and agrees that Employee has not made any claims or allegations to the Company related to sexual harassment, sex discrimination, or sexual abuse, that Employee knows of no such claims to be made related to Employee's employment and that none of the payments set forth in this Agreement are related to sexual harassment, sex discrimination, or sexual abuse.
(b) In furtherance of the maintenance of a stable market for the subordinate voting shares of the Company on the New York Stock Exchange and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee agrees that he will not offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement, the
consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any subordinate voting shares of the Company or securities convertible into, exchangeable for or otherwise exercisable to acquire subordinate voting shares or other equity securities of the Company held in his name for a period of one year from the date hereof.
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8. Covenant Not to Sue or Accept Relief. Employee agrees that Employee will not institute suit against the Company or each or any of the Released Parties (defined in Section 9 below), except solely for the purpose of enforcing Employee's rights under this Agreement or the Executive Employment Agreement, the Trulieve Plan, and each of the respective award agreements. Employee specifically does not waive Employee's right to: (a) file a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, Occupational Safety and Health Administration, Securities and Exchange Commission, or any other comparable local, state, or federal administrative body or government agency; (b) initiate or respond to communications from the EEOC or any other government agency; or (c) testify truthfully in a legal proceeding to the extent such communication is compelled or protected by law. Further, nothing in this Agreement shall be construed to prohibit Employee from: (i) reporting possible violations of any law, rule or regulation to any governmental agency or entity charged with enforcement of any law, rule or regulation, or (ii) making other disclosures that are protected under the whistleblower provisions of any law, rule or regulation. Notwithstanding the foregoing, Employee expressly waives Employee's right to recover damages and to be awarded equitable and/or injunctive relief against the Company or each or any of the Released Parties in connection with any administrative or court action, and whether brought by Employee or on Employee's behalf, related in any way to the matters released herein.
9. Mutual Full and General Release. Employee (including on behalf of any and all of Employee's heirs, successors, assigns, agents, and representatives), knowingly and voluntarily agrees to waive, settle, release and discharge the Company and all of its present or former subsidiaries and affiliates, parent or related entities, including but not limited to Trulieve Cannabis Corp., Trulieve, Inc., Trulieve Holdings, Inc., and all of their respective affiliates, parents, subsidiaries, affiliates, predecessors, successors, limited partners, general partners, operating divisions, joint ventures and all related entities thereof, as well as their respective directors, officers, employees, agents, attorneys, shareholders, and Employee benefit plans and their fiduciaries and administrators (collectively the "Released Parties"), from any and all claims, demands, damages (compensatory or punitive), actions or causes of action, whether in tort or contract, at law or in equity, for intentional conduct, negligence, or in strict liability, including any claims for breach of contract, violation of internal procedure or policy, wrongful termination in violation of public policy, wrongful discharge or termination, defamation, loss of reputation, interference with contractual relations or prospective economic advantage, intentional infliction of emotional distress, discrimination, harassment or retaliation, or otherwise relating to wages, salary, conditions, benefits, incentives, expenses, costs, attorneys fees, damages, compensation or remuneration which Employee has against any of them arising out of or relating to Employee's employment with the Company or the termination or any other change of status of Employee's employment with the Company, or otherwise up to and including the date Employee signs this Agreement, including but not limited to claims under the following statutes: the Age Discrimination in Employment Act ("ADEA''); the Older Workers Benefit Protection Act ("OWBPA"); Title VII of the Civil Rights Act of 1964, as amended 1991, 42 U.S.C. § 1981; the Americans with Disabilities Act ("ADA"); the Employee Retirement Income Security Act
("ERISA"); the Consolidated Omnibus Budget Reconciliation Act ("COBRA"); the Occupational Safety and Health Act ("OSHA"); the Fair Labor Standards Act ("FLSA"); the Family and Medical Leave Act C'FMLA"); the Equal Pay Act ("EPA"); the Worker Adjustment and Retraining Notification Act ("WARN"); the Immigration Reform and Control Act ("IRCA"); the Sarbanes-Oxley Act; the Federal False Claims Act; the Internal Revenue Code; the National
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Labor Relations Act; the Florida Civil Rights Act ("FCRA"), § 760.01, et seq., Florida Statutes; the Florida Equal Pay Act, § 725.07, Florida Statutes; the Florida Whistleblower Act, § 448.102, et seq., Florida Statutes; Florida's Workers' Compensation Statutes, Fla. Stat. Ch. 440; Florida's Workers' Compensation Anti-Retaliation Provision, Fla. Stat. § 440.205; Chapter 9 of the Code of Ordinance, Leon County, Florida; Florida's Wage Rate Provision, § 448.07, Florida Statutes; Florida's Attorneys' Fee Recovery in Wage Claims, Fla. Stat. § 448.08; the Florida Minimum Wage Act and any other Florida wage payment laws; Arizona Civil Rights Act (Ariz. Rev. Stat. Ann. §§ 41-1461 through 41-1465), the Arizona Employment Protection Act, the Arizona Minimum Wage Act, the Arizona Medical Marijuana Act, the Arizona Fair Wages and Healthy Families Act, Arizona wage payment laws, A.R.S. §§23-350 to 23.361.02, and any and all other local, state and/or federal human or civil rights, wage-hour, pension or labor laws, rules, regulations and/or ordinances which relate to employment, discrimination, retaliation, or payment of wages or other compensation or otherwise; and any and all other federal, state, and local laws that can be lawfully waived. Nothing in this Agreement waives any rights or claims to: (i) vested benefits pursuant to any Company sponsored ERISA-benefit plan, or retirement plan, including any 401(k); (ii) continue insurance coverage pursuant to COBRA; (iii) indemnification pursuant to any Company director's and officer's insurance and/or any professional liability insurance and/or any other policies of insurance of the Company; (iv) vested equity and equity awards pursuant to the Trulieve Plan or any other equity and/or stock option agreements/plans between Employee and the Company; and (v) the Company's obligations to Employee under the Executive Employment Agreement, including but not limited to Section 8 (Non-Disparagement) and Section 11 (Indemnification), and (vi) rights and claims under all notices of equity awards and stock plans.
The Company, any affiliated companies, including past and present parents and subsidiaries, successors and assigns of any of them knowingly and voluntarily release and forever discharge Employee of and from any and all claims, known and unknown, anticipated and unanticipated, asserted and unasserted, which the Company has or may have against Employee as of the date of execution of this Agreement, including, but not limited to, any alleged violation of any federal, state or local law, rule, regulation or ordinance; any public policy, contract, tort, or common law; or any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in this matter.
10. Non-Disparagement. The parties agree that Section 8 of the Executive Employment Agreement is incorporated herein in full force and effect. The parties agree not to disparage each other to third parties. If the Company is contacted or contacts any state/federal bar or any state/federal bar-related entity, including any judicial qualification or attorney qualification inquiry, it agrees to limit its responses regarding Employee's employment to Employee's tenure and position. If anything negative is shared regarding Employee during any such communication, the Company must report this to Employee and Employee is free to respond without violating this Agreement. This provision shall not prohibit any individual associated with the Company from testifying truthfully in a legal proceeding to the extent such communication is compelled or protected by law.
11. Binding Release. This Agreement is binding on the parties hereto and their respective successors, heirs, administrators, executors and assigns. The rights and benefits of Employee under this Agreement being personal to the Employee, they may not be assigned by Employee without the prior written consent of Company. However, Employee expressly
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acknowledges and agrees that the provisions of this Agreement, and any and all terms which are expressly incorporated herein, are enforceable against Employee by the Company's successors and/or assigns.
12. Non-Admission of Liability. By entering into this Agreement, neither Employee nor any Released Party admits any liability or wrongdoing.
13. Non-Interference with Employee's Agencv Rights. Employee understands that the terms of this Agreement, including the provisions regarding waiver and release, non-disparagement, and confidentiality, are not intended to interfere with or waive any right (if any such right otherwise existed) to file a charge, cooperate, testify or participate in an investigation with any appropriate federal or state governmental agency, including the ability to communicate with such agency. However, Employee acknowledges and understands that by signing this Agreement, Employee is fully waiving and releasing the right to receive or accept any individual remedy or relief, monetary or otherwise, obtained through the efforts of any such agency on Employee's behalf or on behalf of a class of individuals through which action or proceeding Employee might otherwise have a right or benefit.
14. Agreement Voluntary. Employee acknowledges and agrees that Employee has carefully read this Agreement and understands that, except as expressly reserved herein, it is a release of all claims, known and unknown, past or present, to the fullest extent permitted by law. Employee warrants that Employee is fully competent to execute this Agreement which Employee understands to be contractual. Employee further acknowledges that Employee executes this Agreement of Employee's own free will, after having a reasonable period of time to review, study and deliberate regarding its meaning and effect, and after being advised in writing to consult an attorney, and without reliance on any representation of any kind or character not expressly set forth herein. Further, Employee executes this Agreement fully knowing its effect and does so having investigated any provision to which Employee had any question and voluntarily for the consideration described herein.
15. Miscellaneous Provisions. This Agreement along with the Executive Employment Agreement (as modified and/or amended herein), the Trulieve Plan, and each of the respective award agreements, constitute the sole and entire agreement of the parties with respect to the subject matter hereof, and supersede any and all prior or contemporaneous understandings or agreements between the parties, whether oral or written, except as expressly provided herein. This Agreement shall be governed by the laws of the State of Florida, without regard to conflict oflaw principles.
16. Arbitration. Any disputes arising from or related to this agreement are subject to the governing law and arbitration clause contained in the Executive Employment Agreement (Section 16).
17. Breach of Agreement. In the event an arbitrator determines either party breached any provisions of (i) this Agreement, or (ii) obligations of either party under the Executive
Employment Agreement (specifically including Sections 6, 7, 8, 9 and 10 of the Executive Employment Agreement), the Trulieve Plan and each of the respective award agreements, the parties agree that the non-breaching party shall be entitled to seek all damages, in law or in equity, allowable by law, including attorneys' fees and costs. In the event Company alleges a
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breach by Employee of this Agreement, or (ii) obligations of either party under the Executive Employment Agreement (specifically including Sections 6, 7, 8, 9 and 10 of the Employment Agreement), the Trulieve Plan and each of the respective award agreements, and subject to section 3(g) of this Agreement, any outstanding Separation Pay payable shall be abated pending resolution of such arbitration.
18. With the exception of violations of paragraphs 6 (Nondisclosure of Confidential Information), 7(b) (Non-Solicitation of Employees, Consultants, and Independent Contractor), 8 (Non-Disparagement) of the Executive Employment Agreement and paragraph 8 herein, if Company believes that Employee has violated any term of this Agreement and/or any award agreements, Company shall provide written notice to Employee within 30 days of Company's actual knowledge of information giving rise to its belief, and the written notice shall specifically describe the activity or conduct Company believes is a violation of this Agreement and/or any award agreements and specify the applicable Paragraph(s) claimed to be violated. Company shall provide Employee with 30 days' opportunity to cure such violation prior to taking legal action. In the event of a suspected breach of the provisions enumerated above, the Company may seek legal remedy without opportunity to cure, however, will provide notice to Employee before doing so.
19. Mutual Waiver of Jury Trial in Court Proceedings. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL BY JURY FOR ANY CAUSE OF ACTION, CLAIM, RIGHT, ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATION. EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.
20. Modifications to Agreement. This Agreement shall not be modified unless beforehand in writing, signed by all parties. Any waiver of any part of this Agreement shall not be a waiver of any other part of the whole, nor shall any waiver of a breach of this Agreement in whole or in part constitute a waiver of any other or succeeding breach. In case any one or more of the provisions in this Agreement, or a portion thereof, shall be held to be invalid, illegal or unenforceable for any reason, the invalidity, illegality or unenforceability of any provisions or portions shall not affect any other provision or portion hereof; this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion had never been contained in this Agreement.
21. Effectiveness. Employee acknowledges and agrees that Employee: (i) is receiving, pursuant to this Agreement and the Executive Employment Agreement, consideration in addition to anything of value to which Employee is already entitled (ii) does not, by the terms of this Agreement, waive claims or rights that may arise after the date Employee executes this Agreement;
(iii) has the right to review this Agreement for up to twenty-one (21) days (the "Consideration Period"); (iv) has been advised in writing to consult with counsel of Employee's own choosing
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regarding the terms of this Agreement prior to executing this Agreement, and has so consulted to the full extent Employee desires; (v) if Employee executes this Agreement, has seven (7) days following the execution of this Agreement to revoke this Agreement (any such revocation will not be effective unless it is in writing and is actually received by Eric Powers, Chief Legal Officer of the Company, eric.powers@trulieve.com, no later than the close of business on the seventh day after execution); (vi) this Agreement shall not become effective or enforceable until the revocation period has expired. Employee acknowledges and agrees that any modifications, material or otherwise, made to this Agreement after it is initially provided to Employee do not restart the running of the consideration period.
22. Survivorship. In the event Employee dies before all payments and/or obligations have been met under this Agreement, the remaining outstanding sums shall be automatically due and owing and payable according to the payment schedule herein to the Employee's estate.
IN WITNESS WHEREOF, the parties freely and voluntarily execute this Agreement as follows:
COMPANY TRULIEVE CANNABIS CORP. By: /s/ Eric Powers Name: Eric Powers Title: CLO | Employee /s/ Jason Pernell Jason Pernell | ||||
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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) OR 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kim Rivers, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Trulieve Cannabis Corp.
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 7, 2026 | By: | /s/ Kim Rivers | ||||||
Kim Rivers | ||||||||
Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) OR 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jan Reese, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Trulieve Cannabis Corp.
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 7, 2026 | By: | /s/ Jan Reese | ||||||
Jan Reese | ||||||||
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned officers of Trulieve Cannabis Corp. (the “Company”) certifies, to her or his knowledge and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2026 complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 7, 2026 | By: | /s/ Kim Rivers | ||||||
Kim Rivers | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
Date: August 7, 2026 | By: | /s/ Jan Reese | ||||||
Jan Reese | ||||||||
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||