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Trulieve Cannabis Corp.

For the period ended Mar 31, 2026. Filed May 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

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

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001754195-25-000067

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001754195-26-000032

Item 1A. Risk Factors

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 2 previous paragraphs and 11 current paragraphs.

1 unchanged; 1 reworded; 9 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 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 (9)

Current report

Adult use cannabis is illegal under United States federal law.

Current report

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.

Current report

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.

Current report

We may not be able to adequately protect our intellectual property.

Current report

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.

Current report

Our property may be subject to risk of civil asset forfeiture.

Current report

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.

Current report

We could be subject to criminal prosecution or civil liabilities under RICO.

Current report

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.
Reworded paragraphs (1)

Previous wording

Investing in our Subordinate Voting Shares involves a high degree of risk. Our 2024 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 2024 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 2024 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. There have been no material changes from such risk factors during the nine months ended September 30, 2025.

Current wording

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.