Trulieve Cannabis Corp

Evaluation of Disclosure Controls and Procedures

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”), are designed to ensure that information required to be disclosed in the 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 to ensure that information required to be disclosed is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(b) and 15d-15(b) under the Exchange Act) as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Remediation of Previously Reported Material Weaknesses

As previously disclosed in Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company had identified a material weakness in our internal control over financial reporting related to ineffective information technology general controls (“ITGCs”). ITGCs were not designed and operating effectively to ensure (i) that access to applications and data, and the ability to make program and job changes, were adequately restricted to appropriate personnel and (ii) that the activities of individuals with access to modify data and make program and job changes were appropriately monitored. Business process controls (automated and manual) that were dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

In 2024, we implemented our previously disclosed remediation plan:

•Strengthened access controls through updated system access permissions and segregation of duties analyses including the reduction of privileged users;

•Improved monitoring and logging of user modifications to data, programs, and jobs; and

•Formalized a management training program and conducted periodic assessments and audits to ensure documentation and authorization were evidenced for system access, change management, and user access review controls.

As previously disclosed in Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company had also identified a material weakness in our internal control over financial reporting associated with ineffective design, implementation, and documentation of management review controls related to the valuation of inventory.

In 2024, we implemented our previously disclosed remediation plan:

•Created robust management review controls to assess the completeness, accuracy and reasonableness of key information used in inventory valuation;

•Formalized the preparation and review of inventory analytics to ensure the completeness and accuracy of inventory balances at period end; and

•Hired additional resources with the knowledge and experience to design and execute review control procedures to identify potential errors or misstatements in the inventory valuation process.

We completed the necessary testing to conclude that both of the material weaknesses outlined above have been remediated as of December 31, 2024.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Our management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on the results of this evaluation, management concluded that our internal control over financial reporting is effective as of December 31, 2024.

Our independent registered public accounting firm, WithumSmith+Brown, PC has audited our internal control over financial reporting. Their opinion on the effectiveness of our internal control over financial reporting as of December 31, 2024 appears in Part II, Item 8 of this Annual Report on Form 10-K.

Limitations on Effectiveness of Controls and Procedures

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

Other than the execution of the material weakness remediation activities described above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.