Skip to main content

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$11.09+0.7%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Trulieve Cannabis Corp.

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Trulieve Cannabis Corp. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in equity, and cash flows for the fiscal years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Basis for Opinion

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the entity’s consolidated financial statements and an opinion on the entity’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that responds to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the consolidated financial statements.

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 of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Inventory

Description of the Matter

As described in Notes 3 and 6 to the consolidated financial statements, as of December 31, 2025, the Company had an inventory balance of $242.3 million that was comprised of raw materials (including cannabis plants, packaging and supplies), work in process, and finished goods. Inventory is valued at the lower of cost or net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal, and transportation for inventories in process. Costs of internally produced inventory are determined using the weighted-average cost method. The Company periodically reviews its inventory and identifies that which is excess, slow moving, and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand. Any identified excess, slow moving, and obsolete inventory is written down to its net realizable value through a charge to cost of goods sold.

We identified the valuation of inventory as a critical audit matter because of the significance of this balance sheet account, the significant assumptions management makes with regards to its valuation of inventory, and the increased extent of effort required in performing our audit procedures to evaluate the reasonableness of management’s assumptions and estimates.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the inventory valuation process. For example, we tested controls over management’s review of the inventory valuation calculations, as well as management’s assumptions and the underlying data used in the calculations.

To test inventory valuation, our procedures included, among others, the following:

Evaluating the appropriateness of the Company’s methodologies, significant assumptions, and underlying data and inputs used in valuing inventory by comparing significant assumptions used by management to historical information, independent calculations, and evidence obtained in other areas of the audit,

Evaluating the appropriateness of the Company’s methodologies, significant assumptions, and underlying data and inputs used by management in their assessment of net realizable value and their estimated reserve for excess, slow moving, and obsolete inventory by comparing significant assumptions used by management to historical information, independent calculations, current selling prices and costs, and evidence obtained in other areas of the audit,

Performing observations of the Company’s physical inventory counts, including independent test counts thereon, and

Testing the accuracy of the Company’s calculations and assessing the completeness and accuracy of the underlying data used in the calculations.

Evaluation of Uncertain Tax Position Liabilities

Description of the Matter

As described in Notes 3 and 16 to the consolidated financial statements, as of December 31, 2025, the Company had uncertain tax position liabilities of $668.4 million, which consisted primarily of $630.3 million related to the Company’s tax position that Section 280E of the Internal Revenue Code (“IRC”) does not preclude it from deducting ordinary and necessary business expenditures related to its production of inventory with the remaining $38.1 million related to other matters. 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. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are recorded in the provision for income taxes on the consolidated statements of operations.

We identified the evaluation of uncertain tax positions as a critical audit matter because the evaluation of whether a tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions can be complex and involves significant auditor judgment. Management’s evaluation of uncertain tax positions is based on interpretations of tax laws and legal rulings, and may be impacted by regulatory changes and judicial and examination activity, including judgments about re-measuring liabilities for positions taken in prior years’ tax returns in light of new information.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the process to determine uncertain tax positions. For example, we tested controls over management’s process to assess the technical merits of its uncertain tax positions, including controls over: the assessment as to whether a tax position is more likely than not to be sustained; the measurement of the uncertain tax position, both initially and on an ongoing basis; and the development of the related disclosures.

To test the uncertain tax position liabilities account, our procedures included, among others, the following:

Involving tax professionals in assessing the technical merits of certain of the Company’s tax positions,

Obtaining and examining the Company’s analysis related to tax positions and evaluating the underlying facts upon which the tax positions are based,

Evaluating developments in the applicable regulatory environments to assess potential effects on the Company’s positions, including recent developments in case law, changes in tax law and regulations, and rulings by the tax authority,

Analyzing the appropriateness of the Company’s assumptions and the accuracy of the Company’s calculations and assessing the completeness and accuracy of the underlying data used to determine the amount of uncertain tax position liabilities to recognize, and

Evaluating the Company’s income tax disclosures in relation to these matters.

/s/WithumSmith+Brown, PC

We have served as the Company’s auditor since 2024.

New York, New York

February 26, 2026

PCAOB ID Number 100

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Trulieve Cannabis Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Trulieve Cannabis Corp. (the “Company”) as of December 31, 2023, the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We served as the Company’s auditor from 2021 to March 2024

West Palm Beach, FL

February 29, 2024, except for Segment Reporting & Reporting Units in Note 3, as to which date is February 27, 2025

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.