TRLV 10-Q
Trulieve Cannabis Corp. (TRLV)
10-Q
2026-05-07
For: 2026-03-31
View Original
Added on
May 07, 2026
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 March 31, 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: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| N/A | N/A | N/A | ||||||||||||
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 April 30, 2026, the registrant had 169,900,759 Subordinate Voting Shares and 22,406,386 Multiple Voting Shares (on an as converted basis) outstanding.
TRULIEVE CANNABIS CORP.
Table of Contents
| Page | ||||||||
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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. Any statements contained in this Quarterly Report on Form 10-Q 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 on Form 10-Q 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 on Form 10-Q 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 on Form 10-Q. 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 on Form 10-Q.
ii
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
TRULIEVE CANNABIS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except for share data)
| March 31, 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 | |||||||||||
| 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 stock, | $ | $ | |||||||||
| 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 March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Revenue | $ | $ | |||||||||
| Cost of goods sold | |||||||||||
| Gross profit | |||||||||||
| Expenses: | |||||||||||
| Selling, general, and administrative | |||||||||||
| Depreciation and amortization | |||||||||||
| (Gain) loss on disposal or impairment of assets | ( | ||||||||||
| Total expenses | |||||||||||
| Income from operations | |||||||||||
| Other income (expense): | |||||||||||
Interest expense, net | ( | ( | |||||||||
| Interest income | |||||||||||
| Other income, net | |||||||||||
| Total other expense, net | ( | ( | |||||||||
Income before provision for income taxes | |||||||||||
Provision for income taxes | |||||||||||
Net income (loss) from continuing operations | ( | ||||||||||
Net loss from discontinued operations, net of tax benefit $ | ( | ( | |||||||||
Net income (loss) | ( | ||||||||||
Less: net loss attributable to non-controlling interest from continuing operations | ( | ( | |||||||||
Net income (loss) attributable to common shareholders | $ | $ | ( | ||||||||
Earnings Per Share | |||||||||||
| Net income (loss) per share - Continuing operations: | |||||||||||
| Basic | $ | $ | ( | ||||||||
| Diluted | $ | $ | ( | ||||||||
| Net loss per share - Discontinued operations: | |||||||||||
| Basic and diluted | $ | ( | $ | ( | |||||||
| Weighted average number of common shares used in computing net income (loss) per share: | |||||||||||
| Basic | |||||||||||
| 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, December 31, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Distributions to subsidiary non-controlling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Conversion of Multiple Voting to Subordinate Voting Shares | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Balance, March 31, 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, March 31, 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)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Depreciation included in cost of goods sold | |||||||||||
| (Gain) loss on disposal or impairment of assets | ( | ||||||||||
| 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 | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Maturities of short-term investments | |||||||||||
| 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 | |||||||||||
| 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:
| March 31, | |||||||||||
| 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 March 31, 2026, and the results of its operations and cash flows for the periods ended March 31, 2026 and 2025. The results of the Company's operations for the three months ended March 31, 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").
Discontinued 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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are described in the Company’s 2025 Annual Report on Form 10-K, filed with the SEC on February 26, 2026. Our management has reviewed these significant accounting policies and related disclosures and determined that there were no significant changes to our significant accounting policies during the three-month period ended March 31, 2026.
Recently Adopted Accounting Pronouncements
ASU 2025-05 - In July 2025, the 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 Accounting Standards Codification ("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 financial statements.
5
NOTE 3. SUPPLEMENTARY FINANCIAL INFORMATION
Inventories
Inventories are comprised of the following as of:
Inventories
Inventories are comprised of the following as of:
| March 31, 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
| March 31, 2026 | December 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Notes receivable, gross | $ | $ | ||||||||||||
| Less: allowance for credit losses | ( | ( | ||||||||||||
| Less: current portion of notes receivable | ( | ( | ||||||||||||
| Notes receivable, net | $ | $ | ||||||||||||
Held for Sale Assets
During the three months ended March 31, 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 sheet, for the periods presented:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Net transfers to (from) held for sale | ( | ||||||||||
| Impairments | ( | ||||||||||
| Assets sold | ( | ||||||||||
| Balance, end of period | $ | $ | |||||||||
6
Finance Leases
Future minimum lease payments under the Company's non-cancellable finance leases as of March 31, 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) | March 31, 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. | |||||
Shared Based Compensation
Stock Options
The following table summarizes the Company's stock option activity for the three months ended March 31, 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 $ | |||||
7
Restricted Stock Units
The following table summarizes the Company's restricted stock unit ("RSU") activity for the three months ended March 31, 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 three months ended March 31, 2026, the Board of Directors granted performance stock units ("PSUs") under the Company's 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 common stock on the grant date.
The following table summarizes the Company's performance stock unit ("PSU") activity for the three months ended March 31, 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 March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Retail | $ | $ | |||||||||
Wholesale and other | |||||||||||
Total revenue | $ | $ | |||||||||
8
Commitments and Contingencies
Operating Licenses
Although cannabis has been rescheduled as a Schedule-III controlled substance for medical use, it remains on Schedule I with respect to adult use. The possession, cultivation, and distribution of cannabis is permitted for adult use in some states in which the Company operates; however, adult use remains a violation of federal law. Strict enforcement of federal law regarding adult use of cannabis could likely result in the Company’s inability to proceed with certain of the Company's 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 March 31, 2026 and December 31, 2025, there were no pending or threatened lawsuits that 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 March 31, 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 March 31, 2026 and December 31, 2025, based on the likelihood of approval of laws allowing for adult-use cannabis in Pennsylvania.
NOTE 4. 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:
| March 31, 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 | $ | $ | |||||||||||||||||||||||||||
9
Notes Payable
Notes payable consisted of the following as of:
Notes payable consisted of the following as of:
| March 31, 2026 | December 31, 2025 | Stated Interest Rate | Effective Interest Rate | Maturity Date | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
Mortgage Notes Payable (1) | |||||||||||||||||||||||||||||
Notes dated December 21, 2022 (4) | $ | $ | (4) | 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 | |||||||||||||||||||||||||||||
Notes acquired in Harvest Acquisition in October 2021 (2) | (2) | (2) | (2) | ||||||||||||||||||||||||||
| 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) Interest rates range from | |||||
(3) Notes payable are subordinated to the private placement notes. | |||||
(4) The mortgage note payable interest rate is a variable rate equal to the CME Term Secured Overnight Financing Rate ("SOFR") plus | |||||
Construction Finance Liabilities
Total construction finance liabilities were $135.8 million and $136.2 million as of March 31, 2026 and December 31, 2025, respectively. The contractual terms range from 10.0 years to 25.0 years with a weighted average remaining lease term of 14.8 years.
Financial and Other Covenants
Certain long-term borrowing agreements contain various operating and financial covenants as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As of March 31, 2026, the Company was in compliance with all such operating and financial covenants.
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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 March 31, 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 | $ | $ | $ | $ | ||||||||||||||||||||||
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NOTE 5. 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 March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Numerator | (in thousands, except for share and per share data) | ||||||||||
| Continuing operations | |||||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ||||||||
Less: net loss attributable to non-controlling interest | ( | ( | |||||||||
| Net income (loss) attributable to common shareholders | $ | $ | ( | ||||||||
| Discontinued operations | |||||||||||
Net loss from discontinued operations, net of tax benefit $ | $ | ( | $ | ( | |||||||
| Denominator | |||||||||||
Weighted average number of common shares outstanding (1) | |||||||||||
Dilutive effect of securities outstanding | |||||||||||
Diluted weighted average number of common shares outstanding | |||||||||||
| Income (loss) per share - Continuing operations | |||||||||||
| Basic income (loss) per share | $ | $ | ( | ||||||||
| Diluted income (loss) per share | $ | $ | ( | ||||||||
| Loss per share - Discontinued operations | |||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | |||||||
(1) Potentially dilutive securities representing | |||||
As of March 31, 2026, there were approximately 192.3 0.2 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 6. INCOME TAXES
A following table summarizes the Company's income tax expense and effective tax rate for the periods presented:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
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 quarter, 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.
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The difference between the March 31, 2026 effective tax rate and federal statutory rate of 21% is primarily attributable to the $15.2 million of interest recorded in income tax expense for uncertain tax positions recognized in prior years. The remaining difference is attributable to state and local income taxes, nondeductible items, and other adjustments. The difference between the March 31, 2025 effective tax rate and federal statutory rate of 21% is primarily attributable to the recognition of $35.1 million of IRC Section 280E uncertain tax position liability as well as $9.0 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 period presented:
| March 31, 2026 | |||||
| Three Months Ended | |||||
| (in thousands) | |||||
| Balance, beginning of period | $ | ||||
| Reductions based on tax positions related to the prior years | ( | ||||
| Reductions based on tax positions related to the current year | ( | ||||
| Balance, end of period | $ | ||||
The following table summarizes a reconciliation of the beginning and ending amount of uncertain tax position liabilities, net for the period presented:
| March 31, 2026 | |||||
| Three Months Ended | |||||
| (in thousands) | |||||
| Balance, beginning of period | $ | ||||
| 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 the interest recorded on uncertain tax positions during the respective years which are recorded in the provision for income taxes on the condensed consolidated statements of operations. | |||||
(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 quarter, 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
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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 consolidated financial statements, and no uncertain tax positions were recorded for the current reporting period.
The Company recorded interest on uncertain tax positions totaling $15.2 million and $9.0 million for the three months ended March 31, 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 3. 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 March 31, 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.
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NOTE 7. 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 holds an ownership interest in these entities ranging from
The summarized assets and liabilities of the Company's consolidated VIEs in which the Company does not hold a majority interest are presented in the table below as of the periods indicated and include third-party assets and liabilities of the Company's VIEs only and exclude intercompany balances that were eliminated in consolidation.
| March 31, 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 | $ | $ | |||||||||
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NOTE 8. 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, a former member of the Company's board of directors, and another member of the Company's board of directors.
The Company had the following related party operating leases on the condensed consolidated balance sheets, under ASC 842, as of:
| March 31, 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 March 31, 2026 and 2025, respectively, and recorded to cost of goods sold and selling, general, and administrative expenses on the condensed consolidated statements of operations.
NOTE 9. DISCONTINUED OPERATIONS
The following table summarizes the Company's loss from discontinued operations for the periods presented:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Expenses: | |||||||||||
| Operating expenses | $ | $ | |||||||||
| Gain on lease termination | ( | ||||||||||
| Total expenses | |||||||||||
| Loss from operations | ( | ( | |||||||||
| Other expense: | |||||||||||
| Total other expense, net | ( | ( | |||||||||
| Loss before income taxes | ( | ( | |||||||||
| Provision for income taxes | |||||||||||
Net loss from discontinued operations, net of tax benefit $ | $ | ( | $ | ( | |||||||
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The condensed consolidated statements of cash flows include continuing operations and discontinued operations.
Construction Finance Liability
Future minimum lease payments, including interest, for the construction finance liability associated with discontinued operations as of March 31, 2026 are as follows:
| Year | (in thousands) | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future payments | $ | |||||||
NOTE 10. 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, except as disclosed in Note 6. Income Taxes related to rescheduling of medicinal cannabis from Schedule I to Schedule III.
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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 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 on Form 10-Q 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 on Form 10-Q 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 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 report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, and the risks discussed in "Item 1A, Risk Factors" of the Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).
Overview
Trulieve Cannabis Corp. is a reporting issuer in the United States and Canada. The Company’s Subordinate Voting Shares (as hereinafter defined) are listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol “TRUL” and are also traded in the United States on the OTCQX Best Market (“OTCQX”) under the symbol “TCNNF”.
Trulieve is a vertically integrated cannabis company and multi-state operator with operations in nine states. Headquartered in Tallahassee, Florida, we are the largest cannabis retailer in the United States. 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 and adult-use customers in all of the markets that we serve. 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.
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. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio, have already launched programs legalizing the sale of adult-use cannabis products. 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.
As of March 31, 2026, we operated the following:
| State | Number of Dispensaries | Number of Cultivation and Processing Facilities | ||||||||||||
| Florida | 165 | 5 | ||||||||||||
| Arizona | 22 | 3 | ||||||||||||
| Pennsylvania | 21 | 3 | ||||||||||||
| West Virginia | 10 | 1 | ||||||||||||
| Ohio | 8 | — | ||||||||||||
| Georgia | 6 | 1 | ||||||||||||
| Maryland | 3 | 1 | ||||||||||||
| Connecticut | 1 | — | ||||||||||||
| Colorado | — | 1 | ||||||||||||
| Total | 236 | 15 | ||||||||||||
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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 cannabis operations in three hubs: Southeast, Northeast, and Southwest. Each of our three regional hubs are anchored by cornerstone markets in Arizona, Florida, Ohio and Pennsylvania.
In Florida and Georgia, Trulieve cultivates, processes, and manufactures all cannabis products sold in our dispensaries. In other markets including Arizona, Maryland, Pennsylvania, and West Virginia, we have achieved varying percentages of vertical integration with cultivation and processing operations to support our retail and wholesale businesses. Our investments in vertically integrated operations in several of our markets 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 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
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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 adult use 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.
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.
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. Similarly, as we execute on our regional hub strategy and expand across the U.S., operators in our future state markets will inevitably become direct competitors. 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 and adult-use 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
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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
On April 23, 2026, the U.S. Department of Justice (the "DOJ") announced the finalization of the rescheduling of medical marijuana under the Controlled Substances Act (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 Drug Enforcement Administration (the "DEA"). The Company has applied for DEA licenses in Florida, Georgia, Pennsylvania and West Virginia, with the expected effect that the Company’s operations in those medical-only states are federally legal. Finally, the DOJ announcement restarted the process for rescheduling adult use marijuana from Schedule I to Schedule III.
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 three months ended March 31, 2026, there were no significant changes to our critical accounting policies and estimates.
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 months ended March 31, 2026 and 2025.
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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 March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Statements of Operations Data | Amount | Amount | Amount Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 286,754 | $ | 297,760 | $ | (11,006) | (4) | % | ||||||||||||||||||
| Cost of goods sold | 116,673 | 114,541 | 2,132 | 2 | % | |||||||||||||||||||||
| Gross profit | 170,081 | 183,219 | (13,138) | (7) | % | |||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
Selling, general, and administrative | 104,895 | 118,772 | (13,877) | (12) | % | |||||||||||||||||||||
| Depreciation and amortization | 29,743 | 29,328 | 415 | 1 | % | |||||||||||||||||||||
| (Gain) loss on disposal or impairment of assets | (282) | 1,793 | (2,075) | (116) | % | |||||||||||||||||||||
| Total expenses | 134,356 | 149,893 | (15,537) | (10) | % | |||||||||||||||||||||
Income from operations | 35,725 | 33,326 | 2,399 | 7 | % | |||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense, net | (13,321) | (16,295) | (2,974) | (18) | % | |||||||||||||||||||||
| Interest income | 2,684 | 3,068 | (384) | (13) | % | |||||||||||||||||||||
| Other income, net | 132 | 228 | (96) | (42) | % | |||||||||||||||||||||
| Total other expense, net | (10,505) | (12,999) | (2,494) | (19) | % | |||||||||||||||||||||
| Income before provision for income taxes | 25,220 | 20,327 | 4,893 | 24 | % | |||||||||||||||||||||
| Provision for income taxes | 21,859 | 52,464 | (30,605) | (58) | % | |||||||||||||||||||||
Net income (loss) from continuing operations | 3,361 | (32,137) | (35,498) | (110) | % | |||||||||||||||||||||
Net loss from discontinued operations, net of tax benefit $360 and $0, respectively | (1,078) | (1,622) | (544) | (34) | % | |||||||||||||||||||||
Net income (loss) | $ | 2,283 | $ | (33,759) | $ | (36,042) | (107) | % | ||||||||||||||||||
| Percentage of Revenue | 2026 | 2025 | ||||||||||||||||||||||||
| Cost of goods sold | 40.7 | % | 38.5 | % | ||||||||||||||||||||||
| Gross profit | 59.3 | % | 61.5 | % | ||||||||||||||||||||||
Selling, general, and administrative | 36.6 | % | 39.9 | % | ||||||||||||||||||||||
Revenue
Revenue for the three months ended March 31, 2026 was $286.8 million, a decrease of $11.0 million, from $297.8 million for the three months ended March 31, 2025. The decrease in revenue was driven by a $16.8 million decrease in retail revenue partially offset by a $5.8 million increase in wholesale and other revenue.
The increase in wholesale and other revenue was driven primarily by a continued focus on new and expanded relationships with wholesale partners, resulting in higher wholesale revenue across several core markets.
The decrease in retail revenue reflects continued price compression, partially offset by contributions from new retail dispensary openings; the Company operated 236 dispensaries as of March 31, 2026, compared to 229 dispensaries as of March 31, 2025.
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Cost of Goods Sold and Gross Profit
Cost of goods sold for the three months ended March 31, 2026 was $116.7 million, an increase of $2.1 million from $114.5 million for the three months ended March 31, 2025. Cost of goods sold as a percentage of revenue was 40.7% for the three months ended March 31, 2026 as compared to 38.5% for the three months ended March 31, 2025. Gross profit for the three months ended March 31, 2026 was $170.1 million, a decrease of $13.1 million from $183.2 million for the three months ended March 31, 2025. Gross profit as a percentage of revenue was 59.3% for the three months ended March 31, 2026 as compared to 61.5% for the three months ended March 31, 2025. 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 March 31, 2026 was $104.9 million, a decrease of $13.9 million from $118.8 million for the three months ended March 31, 2025. Selling, general, and administrative expense as a percentage of revenues was 36.6% for the three months ended March 31, 2026, compared to 39.9% for the three months ended March 31, 2025. The decrease in the current period expenditures compared to the prior year comparable period reflects lower campaign and political contributions, totaling $9.5 million in the current period compared to $23.0 million in the prior year period.
Depreciation and Amortization Expense
Depreciation and amortization expense for the three months ended March 31, 2026 was $29.7 million, an increase of $0.4 million from $29.3 million for the three months ended March 31, 2025.
(Gain) loss on disposal or impairment of assets
Impairment and other charges, net of recoveries was a gain of $0.3 million for the three months ended March 31, 2026 compared to a loss of $1.8 million for the three months ended March 31, 2025.
Interest Expense, Net
Interest expense, net for the three months ended March 31, 2026 was $13.3 million, a decrease of $3.0 million from $16.3 million for the three months ended March 31, 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 March 31, 2026 was $2.7 million, a decrease of $0.4 million from $3.1 million for the three months ended March 31, 2025.
Other Income, Net
Other income, net for the three months ended March 31, 2026 was $0.1 million, a decrease of $0.1 million from $0.2 million for the three months ended March 31, 2025.
Provision for Income Taxes
The provision for income taxes for the three months ended March 31, 2026 was $21.9 million, a decrease of $30.6 million from $52.5 million for the three months ended March 31, 2025. The provision for income taxes as a percentage of gross profit was 12.9% for the three months ended March 31, 2026, compared to 28.6% for the three months ended March 31, 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.
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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 income (loss) before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net income (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.
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 income (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 income (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 income (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 income (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 March 31, 2026 was $100.4 million, a decrease of $8.8 million from $109.2 million for the three months ended March 31, 2025, driven by lower revenue.
The following table presents a reconciliation of net income (loss) attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
(in thousands) | |||||||||||
| Net income (loss) attributable to common shareholders | $ | 2,406 | $ | (32,870) | |||||||
| Add (deduct) impact of: | |||||||||||
| Interest expense, net | 13,321 | 16,295 | |||||||||
| Interest income | (2,684) | (3,068) | |||||||||
| Provision for income taxes | 21,859 | 52,464 | |||||||||
| Depreciation and amortization | 29,743 | 29,328 | |||||||||
| Depreciation included in cost of goods sold | 13,989 | 13,855 | |||||||||
| EBITDA (Non-GAAP) | 78,634 | 76,004 | |||||||||
| (Gain) loss on disposal or impairment of assets | (282) | 1,793 | |||||||||
| Campaign and political contributions | 9,540 | 22,952 | |||||||||
| Acquisition, transaction, and other non-recurring costs | 7,447 | 3,104 | |||||||||
| Share-based compensation | 4,137 | 3,943 | |||||||||
| Other income, net | (132) | (228) | |||||||||
| Discontinued operations, net of tax, attributable to common shareholders | 1,078 | 1,622 | |||||||||
| Total adjustments | 21,788 | 33,186 | |||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 100,422 | $ | 109,190 | |||||||
Adjusted EBITDA (Non-GAAP) % of Revenue | 35.0 | % | 36.7 | % | |||||||
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, such as Smart & Safe Florida. 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 markets with adult-use catalysts as well as investments in technology infrastructure.
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As of March 31, 2026, cash and cash equivalents were $352.9 million. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements from the date of this Quarterly Report on Form 10-Q 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:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
Net cash provided by operating activities | $ | 55,706 | $ | 51,129 | |||||||
Net cash (used in) provided by investing activities | (13,188) | 43,018 | |||||||||
Net cash provided by (used in) financing activities | 54,827 | (4,498) | |||||||||
Net increase in cash and cash equivalents | $ | 97,345 | $ | 89,649 | |||||||
Cash Flows - Operating Activities
Net cash provided by operating activities was $55.7 million for the three months ended March 31, 2026, an increase of $4.6 million compared to $51.1 million net cash provided by operating activities for the three months ended March 31, 2025. The increase is driven primarily by the change in net income (loss) of $35.3 million from the prior period to the current period.
Cash Flows - Investing Activities
Net cash used in investing activities was $13.2 million for the three months ended March 31, 2026, compared to the $43.0 million in net cash provided by investing activities for the three months ended March 31, 2025. The change was primarily driven by certificates of deposit entered into in 2024 which matured in 2025. Additionally, higher proceeds from asset sales and a reduction in capital expenditures in the current period contributed to the change in net cash provided by investing activities.
Cash Flows - Financing Activities
Net cash provided by financing activities was $54.8 million for the three months ended March 31, 2026, a change of $59.3 million, compared to $4.5 million net cash used in financing activities for the three months ended March 31, 2025. The change was primarily driven by proceeds received from a debt issuance in the first quarter of 2026.
Balance Sheet Exposure
As of March 31, 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.
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Finally, the DOJ announcement restarted the process for rescheduling adult use marijuana from Schedule I to Schedule III. Until that process is complete, the Company's adult use cannabis operations remain illegal under U.S. federal law. For information about risks related to U.S. cannabis operations, please refer to the “Risk Factors” section of this Quarterly Report on Form 10-Q and "Part I, Item 1A - Risk Factors" in our 2025 Form 10-K.
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 4. Long-Term Borrowings, and Note 6. Income Taxes in Part I. Item 1 of this Quarterly Report on Form 10-Q. Other than the $28.0 million increase in our uncertain tax position liabilities, and the $19.0 million increase 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 March 31, 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.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred for the three months ended March 31, 2026, which has materially affected, or is 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.
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PART II - OTHER INFORMATION
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q 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 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, the Company's beliefs regarding taxes it does not owe. Any statements contained in this Quarterly Report on Form 10-Q 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 on Form 10-Q 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 on Form 10-Q, 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 on Form 10-Q. 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 on Form 10-Q. These factors and risks include, among other things, the following:
Risks Related to Our Business and Industry
•the illegality of adult use cannabis under federal law;
•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;
•the risks related to maintaining cash deposits in excess of federally insured limits;
•the effect of restrictions under U.S. border entry laws;
•the effect of heightened scrutiny that we may face in the U.S. and Canada and the effect it could have to further limit the market of our securities for holders in the U.S.;
•our expectation that we will incur significant ongoing costs and obligations related to our infrastructure, growth, regulatory compliance and operations;
•the effect of a limited market for our securities for holders in the U.S.;
•our ability to locate and obtain the rights to operate at preferred locations;
•the effect of taxation on our business in the U.S. and Canada;
•the higher risk of IRS audit;
•the effect of the lack of bankruptcy protections for cannabis businesses;
•the effect of risks related to being a holding company;
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•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;
•the effect of risks of civil asset forfeiture of our 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;
•potential criminal prosecution or civil liabilities under RICO;
•the effect of risks related to our significant indebtedness;
•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;
•the lack of sufficient liquidity in the markets for 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 March 31, 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 March 31, 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". You should consider carefully the risk factors discussed in our 2025 Form 10-K and all other information contained in or incorporated by reference in this Quarterly Report on Form 10-Q before making an investment decision. If any of the risks discussed 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 following risk factors supplement the risk factors previously disclosed in our 2025 Form 10-K.
Adult use cannabis is illegal under United States federal law.
In the U.S. cannabis is largely regulated at the state level. Each state in which we operate (or are currently proposing to operate) authorizes, as applicable, medical and/or adult-use cannabis production and distribution by licensed or registered entities, and numerous other states have legalized cannabis in some form. 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.
However, although the DOJ announcement restarted the process for rescheduling adult use marijuana from Schedule I to Schedule III, until that process is complete, the Company’s adult use cannabis operations remain illegal under U.S. federal law. Although we believe that our adult use cannabis business activities are compliant with applicable state and local laws in the United States, strict compliance with such state and local laws would not provide a defense to any federal proceeding which may be brought against us. Any such proceedings may result in a material adverse effect on us, including our business, financial condition, and results of operations.
We may not be able to adequately protect our intellectual property.
As long as adult use cannabis remains illegal under U.S. federal law as a Schedule I controlled substance under the CSA, the benefit of certain federal laws and protections that may be available to most businesses, such as federal trademark and patent protection, may not be available to us. As a result, our intellectual property may not be adequately or sufficiently protected against the use or misappropriation by third parties.
Our property may be subject to risk of civil asset forfeiture.
Because the adult use cannabis industry remains illegal under U.S. federal law, any associated property that is either used in the course of conducting or comprises the proceeds of an adult use cannabis business could be subject to seizure by law enforcement and subsequent civil asset forfeiture.
We could be subject to criminal prosecution or civil liabilities under RICO.
The Racketeer Influenced Corrupt Organizations Act (“RICO”) criminalizes the use of any profits from certain defined “racketeering” activities in interstate commerce. While intended to provide an additional cause of action against organized crime, due to the fact that adult use cannabis is illegal under U.S. federal law, the Company’s adult use cannabis operations could qualify as “racketeering” as defined by RICO. As such, all officers, managers and owners in a cannabis related business could be subject to criminal prosecution under RICO. Trulieve or its subsidiaries, as well as its officers, managers and owners could all be subject to civil claims under RICO.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
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Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended March 31, 2026, Kim Rivers , Chairman of the Board and Chief Executive Officer , adopted a “Rule 10b5-1 trading arrangement” intended to comply with Rule 10b5‑1(c). The plan, adopted on March 16, 2026 , covers an aggregate of 2,501,071 shares of the Company’s subordinated voting shares and provides for transactions over a period beginning June 15, 2026 and ending on the date all subordinated voting shares subject to the plan are sold, subject to early termination for specified events as set forth in the plan. No trades may occur until the mandatory 90-day cooling‑off period required under Rule 10b5‑1(c) has elapsed.
During the three months ended March 31, 2026, no other director or officer of the Company adopted , modified, or terminated
Item 6. Exhibits.
| Exhibit Number | Description | ||||||||||
| 10.1 ‡ | |||||||||||
| 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. | |||||||||||
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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: May 7, 2026 | By: | /s/ Kim Rivers | ||||||
Kim Rivers | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Date: May 7, 2026 | By: | /s/ Jan Reese | ||||||
Jan Reese | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Date: May 7, 2026 | By: | /s/ Brett Walsh | ||||||
Brett Walsh | ||||||||
| Chief Accounting Officer | ||||||||
| (Principal Accounting Officer) | ||||||||
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