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Trulieve Cannabis Corp.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

TRLV$11.56+6.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-27.

0001628280-25-008421

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-26.

0001754195-26-000019

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 96 previous paragraphs and 88 current paragraphs.

47 unchanged; 27 reworded; 14 added; 22 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

The increase in wholesale and other revenue was driven primarily by new and expanded relationships with wholesale partners, resulting in higher wholesale revenue in Maryland, Ohio, and Pennsylvania.

Current report

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.

Current report

Selling, general, and administrative expense for the year ended December 31, 2025 was $445.2 million, a decrease of $65.2 million, or 12.8%, from $510.5 million for the year ended December 31, 2024. The decrease in current‑period expenditures compared to the prior period primarily reflects a reduction in campaign and political contributions, totaling $66.1 million in 2025 versus $117.5 million in 2024, in addition to general operating expense reductions.

Current report

Interest expense, net for the year ended December 31, 2025 was $63.5 million, an increase of $1.3 million, or 2.0%, from $62.2 million for the year ended December 31, 2024.

Current report

Interest income for the year ended December 31, 2025 was $14.5 million, a decrease of $0.2 million, or 1.1%, from $14.7 million for the year ended December 31, 2024.

Current report

Loss on debt extinguishments, net for the year ended December 31, 2025 was $1.7 million, compared to zero for the year ended December 31, 2024.

Current report

Net cash provided by investing activities was $13.5 million for the year ended December 31, 2025, a change of $220.1 million, compared to $206.6 million in net cash used in investing activities for the year ended December 31, 2024. The change 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.
Removed paragraphs (22)

Previous report

General and administrative expenses are primarily related to (i) personnel costs, including salaries, incentive compensation and benefits, (ii) other professional service costs, including legal, accounting and acquisition related costs, and (iii) legislative campaign contributions. We expect to continue to invest in this area to support our expansion plans and to further support the growth of the cannabis industry. Other general and administrative expenses consist of travel, general office supplies and monthly services, facilities and occupancy, insurance, and director fees.

Previous report

The increase in retail revenue was partially driven by the opening of additional dispensaries and increased productivity in existing dispensaries; the Company operated 225 dispensaries as of December 31, 2024, compared to 192 as of December 31, 2023. Additionally, Maryland became an adult-use market in July 2023 providing a full twelve months of adult-use revenue for 2024 in comparison to 2023.

Previous report

The increase in wholesale and other revenue was primarily driven by higher wholesale revenue in Maryland with a full year of adult-use sales in 2024 compared to six months of adult-use sales in 2023. Additionally, wholesale revenue in Pennsylvania saw an increase over the comparable period through growth in the wholesale customer base in Pennsylvania in 2024.

Previous report

Sales and marketing expense for the year ended December 31, 2024 was $257.7 million, an increase of $17.6 million, or 7.3%, from $240.2 million for the year ended December 31, 2023. The increase was primarily driven by 33 new stores, which was partially offset by retail payroll efficiencies. Sales and marketing expense as a percentage of revenue was 21.7% for the year ended December 31, 2024, compared to 21.3% for the year ended December 31, 2023. Even though there was an increase in the number of operating stores, sales and marketing expense as a percentage of revenue remained relatively consistent as a result of retail payroll efficiencies.

Previous report

General and administrative expense for the year ended December 31, 2024 was $252.7 million, an increase of $106.7 million or, 73.1%, from $146.0 million for the year ended December 31, 2023. The increase was primarily from legislative campaign contributions totaling $117.5 million for the year ended December 31, 2024 as compared to $20.1 million for the year ended December 31, 2023. The increase from prior year also resulted from increases in compensation-related expenses, including share based compensation expense driven by the timing of award grants and decreased forfeitures, along with increased expenses for information technology upgrades in 2024 compared to 2023.

Previous report

Impairment and Disposal of Long-lived Assets, Net of (Recoveries)

Previous report

Impairment of goodwill was zero for the year ended December 31, 2024 compared to $307.6 million for the year ended December 31, 2023. Based on the results of the Company's goodwill impairment procedures in the second quarter of 2023, the Company recorded a $307.6 million goodwill impairment for its single reporting unit.

Previous report

Interest expense, net for the year ended December 31, 2024 was $62.2 million, a decrease of $19.4 million, or 23.8%, from $81.6 million for the year ended December 31, 2023. The decrease in interest expense primarily resulted from debt retirements in September 2023 and December 2023 of $57.0 million and $130.0 million, respectively. The decrease was partially offset by interest expense on a $25.0 million mortgage note executed in December 2023.

Previous report

Interest income for the year ended December 31, 2024 was $14.7 million, an increase of $8.5 million, or 138.1%, from $6.2 million for the year ended December 31, 2023. The increase was due to an increase in funds invested in high-yield money market funds and short-term certificates of deposit in 2024.

Previous report

Debt extinguishments, net for the year ended December 31, 2024 was zero compared to a net gain totaling $5.9 million for the year ended December 31, 2023. In 2023, the Company repurchased senior secured notes at a 16.5% discount to par which resulted in a $8.2 million gain on extinguishment. This was partially offset by a $2.4 million loss on extinguishment in the fourth quarter of 2023 when we completed an early redemption of two private placement notes, totaling $130.0 million, which represented a redemption price of 100% of the principal amounts outstanding.

Previous report

Adjusted EBITDA was $322.3 million for the year ended December 31, 2023, a decrease of $75.9 million, or 19%, from $398.2 million for the year ended December 31, 2022. Thedecrease was primarily due to increased competition and margin pressure, which was partially offset by efficiencies in payroll costs primarily in our retail locations and streamlining efforts.

Previous report

Net cash used in investing activities was $206.6 million for the year ended December 31, 2024, an increase of $169.1 million, compared to $37.5 million in net cash used in investing activities for the year ended December 31, 2023. The increase primarily reflects the Company's $60.4 million net investment into certificates of deposit as well as higher purchases of property and equipment and internal-use software in 2024 to support the long-term growth of the business. Additionally, there was a decrease in disposal of assets activity in 2024 which resulted in a decrease of $11.4 million in proceeds.

Previous report

For the Company's 2024 annual impairment test, the Company performed a Step Zero assessment and did not identify any events or changes in circumstances that would indicate the carrying amount of goodwill may be impaired.
Reworded paragraphs (27)

Previous wording

Trulieve is a vertically integrated cannabis company and multi-state operator with operations in nine states. Headquartered in Quincy, Florida, we are the largest cannabis retailer in the United States with market leading retail operations in Arizona, Florida, Georgia, Pennsylvania, and West Virginia. 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.

Current wording

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 with market leading retail operations in Arizona, Florida, Georgia, Pennsylvania, and West Virginia. 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.

Previous wording

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.

Current wording

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.

Previous wording

Sales and marketing expenses primarily consist of personnel costs to manage and staff our dispensaries and other operating dispensary costs such as facility costs, advertising costs, and costs for marketing programs of our products. As we continue to expand and open additional dispensaries, and gain additional customers, we expect our sales and marketing expenses to continue to increase.

Current wording

Selling, general, and administrative expenses primarily consist of personnel costs to manage and staff our dispensaries, other operating dispensary costs such as facility expenses, advertising, and marketing programs for our products. These expenses also include salaries, incentive compensation and benefits for administrative personnel, professional service costs such as legal, accounting, and acquisition-related fees, campaign and political contributions, and other general corporate expenses including travel, office supplies, monthly services, facilities and occupancy, insurance, and director fees. As we continue to expand and open additional dispensaries, gain additional customers, and support our growth initiatives, we expect these expenses to continue to increase.

Previous wording

Total other expense, net consists primarily of interest expense, interest income on money market accounts, time deposits, and notes receivable, debt extinguishments, the impact of the revaluation of the liability classified warrants, the interest rate swap, the provision for credit losses recorded on non-operating notes receivable, and the loss or gain recognized on sales of non-operating assets.

Current wording

Total other expense, net consists primarily of interest expense, interest income on money market accounts, time deposits, and notes receivable, the interest rate swap, the provision for credit losses recorded on non-operating notes receivable, the loss or gain recognized on sales of non-operating assets, and loss or gain on debt extinguishments.

Previous wording

For the comparison of fiscal years 2023 and 2022, refer to Part II, Item 7 "Management's discussion and analysis of financial condition and results of operations" on Form 10-K for our fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024, under the subheadings "Year Ended December 31, 2023 Compared to Year Ended December 31, 2022" and "Liquidity and Capital Resources".

Current wording

For the comparison of fiscal years 2024 and 2023, refer to Part II, Item 7 "Management's discussion and analysis of financial condition and results of operations" on Form 10-K for our fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025, under the subheadings "Year Ended December 31, 2024 Compared to Year Ended December 31, 2023," "Management's Use of Non-GAAP Measures" and "Liquidity and Capital Resources".

Previous wording

Revenue for the year ended December 31, 2024 was $1.19 billion, an increase of $57.3 million, or 5.1%, from $1.13 billion for the year ended December 31, 2023. The increase was primarily driven by a $45.3 million increase in retail revenue and a $12.0 million increase in wholesale and other revenue.

Current wording

Revenue for the year ended December 31, 2025 was $1.18 billion, a decrease of $5.3 million, or 0.4%, from $1.19 billion for the year ended December 31, 2024. The decrease was primarily driven by a $18.4 million decrease in retail revenue offset by a $13.1 million increase in wholesale and other revenue.

Previous wording

Cost of goods sold for the year ended December 31, 2024 was $470.7 million, a decrease of $69.8 million, or 12.9%, from $540.6 million for the year ended December 31, 2023. Cost of goods sold as a percentage of revenue was 39.7% for the year ended December 31, 2024 as compared to 47.9% for the year ended December 31, 2023. Gross profit for the year ended December 31, 2024 was $715.7 million, an increase of $127.1 million, or 21.6%, from $588.6 million for the year ended December 31, 2023. Gross profit as a percentage of revenue was 60.3% for the year ended December 31, 2024 as compared to 52.1% for the year ended December 31, 2023, which was primarily driven by increased revenue and decreased cost of goods sold reflecting year-over-year improvements in at-scale cost efficiencies from our production facilities as well as a disciplined approach to promotional activity in the current year.

Current wording

Cost of goods sold for the year ended December 31, 2025 was $470.0 million, a decrease of $0.7 million, or 0.2%, from $470.7 million for the year ended December 31, 2024. Cost of goods sold as a percentage of revenue was 39.8% for the year ended December 31, 2025 as compared to 39.7% for the year ended December 31, 2024. Gross profit for the year ended December 31, 2025 was $711.2 million, a decrease of $4.6 million, or 0.6%, from $715.7 million for the year ended December 31, 2024. Gross profit as a percentage of revenue was 60.2% for the year ended December 31, 2025 as compared to 60.3% for the year ended December 31, 2024. Gross margin will continue to fluctuate period to period depending on product and market mix, inventory sell through, promotional activity and idle capacity costs.

Previous wording

Depreciation and amortization expense for the year ended December 31, 2024 was $112.8 million, an increase of $3.0 million, or 2.7%, from $109.8 million for the year ended December 31, 2023. The increase was primarily attributable to higher amortization expense driven by investments in internal-use software in 2024.

Current wording

Depreciation and amortization expense for the year ended December 31, 2025 was $117.6 million, an increase of $4.8 million, or 4.3%, from $112.8 million for the year ended December 31, 2024. The increase was primarily attributable to higher amortization expense driven by continued investments in internal-use software.

Previous wording

Impairment and disposal of long-lived assets, net of recoveries for the year ended December 31, 2024 was a gain of $5.3 million compared to a loss of $6.7 million for the year ended December 31, 2023. In 2024 we received insurance recoveries totaling $8.4 million, which was partially offset by asset disposal activities of underperforming assets. In 2023 we had asset disposal activities of underperforming assets.

Current wording

Impairment and other charges, net of recoveries for the year ended December 31, 2025 was a loss of $4.8 million compared to a gain of $5.3 million for the year ended December 31, 2024. In 2025, results reflected a loss due to asset disposal activities of underperforming assets offset by insurance recoveries. In 2024, we recognized insurance recoveries, which were partially offset by asset disposal activity.

Previous wording

Other expense, net was $7.6 million for the year ended December 31, 2024, a change of $14.1 million from other income, net of $6.5 million for the year ended December 31, 2023. The change was primarily a result of the provision for credit losses recorded on non-operating notes receivable in 2024, compared to gains recognized on sales of non-operating assets and non-recurring settlements in 2023.

Current wording

Other expense, net was $1.4 million for the year ended December 31, 2025, a decrease of $6.2 million from other expense, net of $7.6 million for the year ended December 31, 2024. The change was primarily a result of the provision for credit losses recorded on non-operating notes receivable in 2024.

Previous wording

The provision for income taxes for the year ended December 31, 2024 was $197.6 million, an increase of $46.2 million, or 30.5%, from $151.4 million for the year ended December 31, 2023. The provision for income taxes as a percentage of gross profit was 27.6% for the year ended December 31, 2024, compared to 25.7% for the year ended December 31, 2023. The increase in tax expense for 2024 was driven by an increase in gross profit for the period, the one-time impact of changing certain state tax filing methods which requires a revaluation of deferred taxes in those states, and an increase in interest expense on uncertain tax positions.

Current wording

The provision for income taxes for the year ended December 31, 2025 was $208.1 million, an increase of $10.5 million, or 5.3%, from $197.6 million for the year ended December 31, 2024. The provision for income taxes as a percentage of gross profit was 29.3% for the year ended December 31, 2025, compared to 27.6% for the year ended December 31, 2024. The increase in tax expense for 2025 was driven by an increase in interest expense on uncertain tax positions and the one-time impact in 2024 of changing certain state tax filing methods which required a revaluation of deferred taxes in those states.

Previous wording

Our management uses a financial measure that is not in accordance with generally accepted accounting principles in the U.S., or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. This non-GAAP financial measure should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. EBITDA is calculated as net loss before net interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net loss before net interest expense, interest income, provision for income taxes, and depreciation and amortization, which is then adjusted for 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 as well as contributions to specific initiatives, impairments and disposals of long-lived assets including goodwill, discontinued operations, share-based compensation, debt extinguishments, and other income and expense items.

Current wording

Our management uses a financial measure that is not in accordance with generally accepted accounting principles in the U.S., or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. This non-GAAP financial measure should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. EBITDA is calculated as net loss before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net loss before net interest expense, interest income, provision for income taxes and depreciation and amortization, which is then adjusted for certain contributions, such as campaign and political initiatives, items that we do not believe represent the operations of the core business such as acquisition, transaction and other non-recurring costs including major system changes, impairments and disposals of long-lived assets including goodwill, discontinued operations, share-based compensation, other income and expense items, and loss on debt extinguishments.

Previous wording

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 measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income measure.

Current wording

We report Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measure noted above is a metric that has been adjusted from the GAAP net loss measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net loss measure.

Previous wording

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, 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, 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”.

Current wording

As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. A reconciliation of net loss, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA, has been included herein immediately following our discussion of “Adjusted EBITDA”.

Previous wording

Adjusted EBITDA was $420.2 million for the year ended December 31, 2024, an increase of $97.9 million, or 30.4%, from $322.3 million for the year ended December 31, 2023. Adjusted EBITDA as a percentage of revenue was 35.4% for the year ended December 31, 2024 as compared to 28.5% for theyear ended December 31, 2023. Theincrease primarily resulted from increased revenue and improved gross profit.

Current wording

Adjusted EBITDA was $427.3 million for the year ended December 31, 2025, an increase of $7.1 million, or 1.7%, from $420.2 million for the year ended December 31, 2024. Adjusted EBITDA as a percentage of revenue was 36.2% for the year ended December 31, 2025 as compared to 35.4% for the year ended December 31, 2024. The increase primarily resulted from 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 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

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 that we contributed to in 2023 and 2024. 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. In 2024, our debt service payments consist primarily of interest payments.

Current wording

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, which we contributed to in both 2024 and 2025. 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.

Previous wording

As of December 31, 2024, cash and cash equivalents were $238.8 million and we had$60.4 million invested in certificates of deposit, classified as short-term investments due to their original maturity dates which all matured in January 2025. We believe our existing cash balances and short-term investments will be sufficient to meet our anticipated cash requirements from the date of this Annual Report on Form 10-K through at least the next 12 months. Any additional future requirements will be funded through the following sources of capital:

Current wording

As of December 31, 2025, cash and cash equivalents were $255.5 million. We believe our existing cash balances and short-term investments will be sufficient to meet our anticipated cash requirements from the date of filing of this Annual Report on Form 10-K 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 $271.5 million for the year ended December 31, 2024, an increase of $69.6 million, compared to $201.8 million in net cash provided by operating activities during the year ended December 31, 2023. The improvement was primarily due to the$127.1 million increase in gross profit driven by higher revenues and improved gross margin as well as the reduction in net tax paymentsof $99.6 million, primarily related to the impact from the Company's position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code (inclu sive of $52.0 million in refunds received from amended returns based on this position). This was partially offset by a $97.4 million increase in payments for legislative campaign contributions. Operating cash flows in the comparative period benefited from the $83.3 million decrease in inventories versus the $18.7 million increase for the current period.

Current wording

Net cash provided by operating activities was $272.8 million for the year ended December 31, 2025, an increase of $1.3 million, compared to $271.5 million in net cash provided by operating activities during the year ended December 31, 2024.

Previous wording

Net cash used in financing activities was $33.4 million for the year ended December 31, 2024, a decrease of $142.1 million, compared to $175.6 million in net cash used in financing activities for the year ended December 31, 2023. The decrease is primarily related to $160.8 million in net debt activity compared to the comparable period. This was partially offset by a $12.2 million payment made in 2024 for taxes related to a one-time net share settlement of RSUs for two executive officers as well as a consolidated VIE settlement transaction and the related costs incurred.

Current wording

Net cash used in financing activities was $270.5 million for the year ended December 31, 2025, an increase of $237.1 million, compared to $33.4 million in net cash used in financing activities for the year ended December 31, 2024. The change is primarily attributable to $383.9 million of debt retirement partially offset by $140.0 million debt issuance in 2025. This was partially offset by a $12.2 million tax payment made in 2024 related to a one‑time net share settlement of RSUs for two executive officers, as well as costs associated with a consolidated VIE settlement transaction.

Previous wording

As of December 31, 2024 and 2023, 100% of our consolidated balance sheets are exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. We believe our operations are in material compliance with all applicable state and local laws, regulations, and licensing requirements in the states in which we operate. However, cannabis remains 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 Annual Report on Form 10-K.

Current wording

As of December 31, 2025 and 2024, substantially all of our consolidated balance sheets are exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. We believe our operations are in material compliance with all applicable state and local laws, regulations, and licensing requirements in the states in which we operate. However, cannabis remains 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 Annual Report on Form 10-K.

Previous wording

(1)Includes liabilities due in relation to our discontinued operations and excludes $445.2 million of uncertain tax position liabilities as we cannot make a reasonably reliable estimate of the period of potential cash settlement with the respective taxing authorities.

Current wording

(1)Includes liabilities due in relation to our discontinued operations and excludes $668.4 million of uncertain tax position liabilities as we cannot make a reasonably reliable estimate of the period of potential cash settlement with the respective taxing authorities.

Previous wording

Our financial statements have been prepared in conformity with GAAP. In preparation of these financial statements, our management is required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Management considers an accounting judgment, estimate, or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates, and assumptions could have a material impact on the consolidated financial statements. Our significant accounting policies are described in Note 3. Summary Of Significant Accounting Policies to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.

Current wording

Our consolidated financial statements have been prepared in conformity with GAAP. In preparation of these consolidated financial statements, our management is required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Management considers an accounting judgment, estimate, or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates, and assumptions could have a material impact on the consolidated financial statements. Our significant accounting policies are described in Note 3. Summary Of Significant Accounting Policies to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.

Previous wording

In preparation of these financial statements, management applied critical estimates and assumptions while determining net realizable value of inventory, estimating uncertain tax provisions, and performing impairment assessments on long-lived assets and goodwill.

Current wording

In preparation of these consolidated financial statements, management applied critical estimates and assumptions while determining the valuation of inventory, estimating uncertain tax provisions, and performing impairment assessments on long-lived assets and goodwill.

Previous wording

In accordance with GAAP, we value inventory at the lower of cost or net realizable value. Our assessment of net realizable value is a critical accounting estimate due to the emerging and evolving cannabis industry, which makes it subject to significant fluctuations and uncertainty. Inventory valuation adjustments are reflected in cost of goods sold on the consolidated statements of operations.

Current wording

In accordance with GAAP, we value inventory at the lower of cost or net realizable value. Our assessment of net realizable value is a critical accounting estimate due to the emerging and evolving cannabis industry, which makes it subject to significant fluctuations and uncertainty. These estimates rely on historical harvest data, expected plant survival, moisture‑loss assumptions, and production conversion metrics. Changes in these inputs can materially impact inventory valuation and cost of goods sold. Inventory valuation adjustments are reflected in cost of goods sold on the consolidated statements of operations.

Previous wording

The IRS has taken the position Section 280E of the IRC prevents cannabis companies from deducting any business expenses other than those properly included in cost of goods sold (e.g., costs associated with producing the products or costs of production). The Company has taken a position that Section 280E of the IRC does not preclude it from deducting ordinary and necessary business expenditures on its tax returns. As a result, as of December 31, 2024, $412.6 million in uncertain tax positions were recorded for the Company's tax positions.

Current wording

The IRS has taken the position Section 280E of the IRC prevents cannabis companies from deducting any business expenses other than those properly included in cost of goods sold (e.g., costs associated with producing the products or costs of production). The Company has taken a position that Section 280E of the IRC does not preclude it from deducting ordinary and necessary business expenditures on its tax returns. 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. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of December 31, 2025. As a result, as of December 31, 2025, $630.3 million in uncertain tax positions were recorded for the Company's tax positions while $38.1 million related to other matters.

Previous wording

Goodwill is allocated at the date the goodwill is initially recorded. We have one operating segment and reporting unit, and evaluate goodwill for impairment as one singular reporting unit. We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization. The Company applies the guidance in ASC 350 Intangibles - Goodwill and Other which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. In performing Step Zero for the Company’s goodwill impairment test, the Company is required to make assumptions and judgments including but not limited to the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, trending of the Company's share price and the resulting market capitalization of the Company, and the overall future financial performance of its reporting units and future opportunities in the markets in which they operate. If impairment indicators are present after performing Step Zero, the Company would perform a quantitative impairment analysis to estimate the fair value of goodwill.

Current wording

Goodwill is allocated at the date the goodwill is initially recorded. We have one operating segment and reporting unit, and evaluate goodwill for impairment as one singular reporting unit. We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of a triggering event, such as substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization. The Company applies the guidance in ASC 350 Intangibles - Goodwill and Other which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. In performing Step Zero for the Company’s goodwill impairment test, the Company is required to make assumptions and judgments including but not limited to the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, trending of the Company's share price and the resulting market capitalization of the Company, and the overall future financial performance of its reporting unit and future opportunities in the markets in which we operate. If impairment indicators are present after performing Step Zero, the Company would perform a quantitative impairment analysis to estimate the fair value of goodwill.