Trulieve Cannabis Corp.

Previous wording

The U.S. government recently announced tariffs on goods imported from various countries, which have led to reciprocal tariffs and other trade measures. The effects from these new tariffs and trade measures did not have a material impact on our profitability in 2025. Although we are actively monitoring the tariff developments and analyzing the potential impacts, we currently do not expect them to have a material impact on our business, cost structure, or supply chain.

Current wording

The U.S. government recently announced tariffs on goods imported from various countries, which have led to reciprocal tariffs and other trade measures. The effects from these new tariffs and trade measures did not have a material impact on our profitability in the first nine months of 2025. Although we are actively monitoring the tariff developments and analyzing the potential impacts, we currently do not expect them to have a material impact on our business, cost structure, or supply chain.

Previous wording

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 2024 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates.” During the six months ended June 30, 2025, there were no significant changes to our critical accounting policies and estimates.

Current wording

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 2024 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 nine months ended September 30, 2025, there were no significant changes to our critical accounting policies and estimates.

Previous wording

This section of this Form 10-Q generally describes and compares our results of continuing operations for the three and six months ended June 30, 2025 and 2024.

Current wording

This section of this Form 10-Q generally describes and compares our results of continuing operations for the three and nine months ended September 30, 2025 and 2024.

Previous wording

Cost of goods sold for the three months ended June 30, 2025 was $119.2 million, a decrease of $2.6 million, or 2.2%, from $121.8 million for the three months ended June 30, 2024. Lower production costs contributed to lower cost of goods sold. Cost of goods sold as a percentage of revenue was 39.4% for the three months ended June 30, 2025 as compared to 40.1% for the three months ended June 30, 2024. Gross profit for the three months ended June 30, 2025 was $182.9 million, an increase of $1.3 million, or 0.7%, from $181.6 million for the three months ended June 30, 2024. Gross profit as a percentage of revenue was 60.6% for the three months ended June 30, 2025 as compared to 59.9% for the three months ended June 30, 2024. Gross margin will continue to fluctuate quarter to quarter depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.

Current wording

Cost of goods sold for the three months ended September 30, 2025 was $118.3 million, an increase of $7.3 million from $111.0 million for the three months ended September 30, 2024. Cost of goods sold as a percentage of revenue was 41.1% for the three months ended September 30, 2025 as compared to 39.0% for the three months ended September 30, 2024, which was driven by price compression, partly offset by lower production costs. Gross profit for the three months ended September 30, 2025 was $169.9 million, a decrease of $3.4 million from $173.3 million for the three months ended September 30, 2024. Gross profit as a percentage of revenue was 58.9% for the three months ended September 30, 2025 as compared to 61.0% for the three months ended September 30, 2024. Gross margin will continue to fluctuate quarter to quarter depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.

Previous wording

Impairment and other charges, net of recoveries was a gain of $0.3 million for the three months ended June 30, 2025 compared to a loss of $1.2 million for the three months ended June 30, 2024.

Current wording

Impairment and other charges, net of recoveries was a gain of $0.9 million for the three months ended September 30, 2025 compared to a gain of $4.3 million for the three months ended September 30, 2024.

Previous wording

Other expense, net for the three months ended June 30, 2025 was $1.0 million, a decrease of $0.9 million, from other expense, net of $1.8 million for three months ended June 30, 2024.

Current wording

Interest expense, net for the three months ended September 30, 2025 was $16.1 million, a decrease of $1.4 million from $17.5 million for three months ended September 30, 2024.

Previous wording

Interest income for the six months ended June 30, 2025 was $6.7 million, a decrease of $0.6 million, or (8.1)%, from $7.3 million for the six months ended June 30, 2024.

Current wording

Interest income for the three months ended September 30, 2025 was $4.4 million, an increase of $0.2 million from $4.2 million for the three months ended September 30, 2024.

Previous wording

Interest expense, net for the three months ended June 30, 2025 was $16.4 million, an increase of $0.9 million, or 6.1%, from $15.4 million for three months ended June 30, 2024.

Current wording

Other expense, net for the three months ended September 30, 2025 was $1.2 million, an increase of $1.0 million from $0.2 million for three months ended September 30, 2024.

Previous wording

The provision for income taxes for the six months ended June 30, 2025 was $107.2 million, an increase of $4.5 million, or 4.4%, from $102.6 million for the six months ended June 30, 2024. The provision for income taxes as a percentage of gross profit was 29.3% for the six months ended June 30, 2025, compared to 28.9% for the six months ended June 30, 2024. The increase in tax expense for 2025 was driven by an increase in gross profit for the period, as well as an increase in interest expense on uncertain tax positions, partially offset by the first quarter of 2024 having a one-time impact of changing certain state tax filings which required us to revalue deferred taxes in those states.

Current wording

The provision for income taxes for the three months ended September 30, 2025 was $53.0 million, an increase of $5.7 million from $47.4 million for the three months ended September 30, 2024. The provision for income taxes as a percentage of gross profit was 31.2% for the three months ended September 30, 2025, compared to 27.3% for the three months ended September 30, 2024. The increase in tax expense in the third quarter of 2025 was driven by an increase in interest expense on uncertain tax positions.

Previous wording

Revenue for the six months ended June 30, 2025 was $599.8 million, a decrease of $1.2 million, or 0.2%, from $601.1 million for the six months ended June 30, 2024. The decrease was primarily driven by an $8.5 million decrease in retail revenue which was partially offset by a $7.2 million increase in wholesale and other revenue.

Current wording

Revenue for the nine months ended September 30, 2025 was $888.0 million, an increase of $2.7 million from $885.3 million for the nine months ended September 30, 2024. The increase was primarily driven by a $9.6 million increase in wholesale and other revenue, which was partially offset by a $6.9 million decrease in retail revenue.

Previous wording

The decrease in retail revenue was driven by price compression partially offset by higher traffic and units sold in the current period. This was further offset by Ohio being a medical-only market in the prior year comparative period, and an adult-use and medical market in the current period.

Current wording

The decrease in retail revenue was driven by price compression, partially offset by higher traffic and units sold in the current period. The increase in traffic and units sold was partially driven by higher retail sales in the current period in Ohio due to Ohio being a medical-only market in the prior year comparative period and an adult-use and medical market in the current period.

Previous wording

Cost of goods sold for the six months ended June 30, 2025 was $233.7 million, a decrease of $11.9 million, or 4.8%, from $245.6 million for the six months ended June 30, 2024. Lower production costs contributed to lower cost of goods sold. Cost of goods as a percentage of revenues was 39.0% for the six months ended June 30, 2025 compared to 40.9% for the six months ended June 30, 2024. Gross profit for the six months ended June 30, 2025 was $366.1 million, an increase of $10.7 million, or 3.0%, from $355.5 million for the six months ended June 30, 2024. Gross profit as a percentage of revenue was 61.0% for the six months ended June 30, 2025 as compared to 59.1% for the six months ended June 30, 2024. Gross margin will continue to fluctuate quarter to quarter depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.

Current wording

Cost of goods sold for the nine months ended September 30, 2025 was $352.0 million, a decrease of $4.6 million from $356.6 million for the nine months ended September 30, 2024. Lower production costs contributed to lower cost of goods sold. Cost of goods as a percentage of revenues was 39.6% for the nine months ended September 30, 2025 compared to 40.3% for the nine months ended September 30, 2024. Gross profit for the nine months ended September 30, 2025 was $536.0 million, an increase of $7.3 million from $528.7 million for the nine months ended September 30, 2024. Gross profit as a percentage of revenue was 60.4% for the nine months ended September 30, 2025 as compared to 59.7% for the nine months ended September 30, 2024. Gross margin will continue to fluctuate quarter to quarter depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.

Previous wording

Impairment and other charges, net of recoveries for the six months ended June 30, 2025 was a loss of $1.5 million compared to a gain of $0.1 million for the six months ended June 30, 2024.

Current wording

Impairment and other charges, net of recoveries for the nine months ended September 30, 2025 was a loss of $0.7 million compared to a gain of $4.4 million for the nine months ended September 30, 2024.

Previous wording

Interest income for the three months ended June 30, 2025 was $3.6 million, a decrease of $0.4 million, or 9.9%, from $4.0 million for the three months ended June 30, 2024.

Current wording

Interest income for the nine months ended September 30, 2025 was $11.1 million, a decrease of $0.4 million from $11.5 million for the nine months ended September 30, 2024.

Previous wording

Other expense, net for the six months ended June 30, 2025 was $0.7 million, a change of $3.8 million, from other expense, net of $4.6 million for the six months ended June 30, 2024. The change is primarily a result of the provision for credit losses recorded on non-operating notes receivable in the prior year being greater than in the current year.

Current wording

Other expense, net for the nine months ended September 30, 2025 was $2.0 million, a decrease of $2.8 million, from other expense, net of $4.8 million for the nine months ended September 30, 2024. The change is primarily a result of the provision for credit losses recorded on non-operating notes receivable in the prior year being greater than in the current year.

Previous wording

The provision for income taxes for the three months ended June 30, 2025 was $54.7 million, an increase of $7.5 million, or 15.9%, from $47.2 million for the three months ended June 30, 2024. The provision for income taxes as a percentage of gross profit was 29.9% for the three months ended June 30, 2025, compared to 26.0% for the three months ended June 30, 2024. The increase in tax expense in the second quarter of 2025 was driven by an increase in gross profit for the period, as well as an increase in interest expense on uncertain tax positions.

Current wording

The provision for income taxes for the nine months ended September 30, 2025 was $160.2 million, an increase of $10.2 million from $150.0 million for the nine months ended September 30, 2024. The provision for income taxes as a percentage of gross profit was 29.9% for the nine months ended September 30, 2025, compared to 28.4% for the nine months ended September 30, 2024. The increase in tax expense for 2025 was driven by an increase in gross profit for the period, as well as an increase in interest expense on uncertain tax positions, partially offset by the first quarter of 2024.

Previous wording

Adjusted EBITDA for the three months ended June 30, 2025 was $110.6 million, an increase of $3.7 million, or 3.4%, from $107.0 million for the three months ended June 30, 2024. The increase primarily resulted from improved gross profit and expense control in our core business.

Current wording

Adjusted EBITDA for the three months ended September 30, 2025 was $102.7 million, an increase of $6.6 million from $96.1 million for the three months ended September 30, 2024. The increase primarily resulted from improved expense control in our core business.

Previous wording

Adjusted EBITDA for the six months ended June 30, 2025 was $219.8 million, an increase of $7.1 million, or 3.3%, from $212.8 million for the six months ended June 30, 2024. The increase primarily resulted from improved gross profit and expense control in our core business.

Current wording

Adjusted EBITDA for the nine months ended September 30, 2025 was $322.5 million, an increase of $13.6 million from $308.8 million for the nine months ended September 30, 2024. The increase primarily resulted from improved gross profit and expense control in our core business.

Previous wording

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. 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.

Current wording

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.

Previous wording

As of June 30, 2025, cash and cash equivalents were $392.6 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:

Current wording

As of September 30, 2025, cash and cash equivalents were $449.2 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:

Previous wording

Net cash provided by operating activities was $136.8 million for the six months ended June 30, 2025, a decrease of $73.6 million compared to $210.5 million net cash provided by operating activities for the six months ended June 30, 2024. This decrease was primarily due to $59.3 million of tax refunds, from amended returns, related to the Company's position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code, received in the first quarter of 2024, higher campaign and political contributions of $13.1 million made in the six months ended June 30, 2025 and an increase in working capital for inventory. This was partially offset by a $10.7 million improvement in gross profit driven by improved cost of goods sold.

Current wording

Net cash provided by operating activities was $213.6 million for the nine months ended September 30, 2025, a decrease of $27.2 million compared to $240.8 million net cash provided by operating activities for the nine months ended September 30, 2024. This decrease was primarily due to $59.3 million of tax refunds from amended returns related to the Company's position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code received in the first quarter of 2024 and an increase in working capital for inventory and accounts payable in the current period. This was partially offset by a decrease in campaign and political contributions of $29.0 million compared to the prior period.

Previous wording

Net cash provided by investing activities was $34.8 million for the six months ended June 30, 2025, a change of $86.7 million, compared to the $51.9 million net cash used in investing activities for the six months ended June 30, 2024. The increase is primarily driven by certificates of deposit that matured in the first quarter of 2025 which were entered into in the third quarter of 2024. An increase in proceeds from held for sale assets sold this year compared to the same prior year period and a decrease in current year purchases of property and equipment also contributed to the increase in net cash provided by investing activities.

Current wording

Net cash provided by investing activities was $19.4 million for the nine months ended September 30, 2025, compared to the $183.4 million net cash used in investing activities for the nine months ended September 30, 2024. The change in net cash provided by investing activities was primarily driven by certificates of deposit entered into in the third quarter of 2024 which matured in the first quarter of 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.

Previous wording

Net cash used in financing activities was $10.3 million for the six months ended June 30, 2025, a decrease of $0.4 million, compared to $10.7 million net cash used in financing activities for the six months ended June 30, 2024.

Current wording

Net cash used in financing activities was $15.1 million for the nine months ended September 30, 2025, a decrease of $12.0 million, compared to $27.1 million net cash used in financing activities for the nine months ended September 30, 2024. The decrease was primarily driven by payments made in the prior period for taxes related to net share settlement of equity awards and the consolidated VIE settlement transaction.

Previous wording

For information on our commitments for 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 $114.4 million increase in our uncertain tax position liabilities, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2024 Form 10-K.

Current wording

For information on our commitments for 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 $171.1 million increase in our uncertain tax position liabilities, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2024 Form 10-K.