Trulieve Cannabis Corp.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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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.
Jun 30, 2026 · Filed Aug 7, 2026
TRLV$11.56+6.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001754195-26-000032
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001754195-26-000069
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 90 previous paragraphs and 127 current paragraphs.
52 unchanged; 30 reworded; 40 added; 6 removed; 2 previous and 5 current paragraphs rearranged.
Tables are not compared: 4 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 (40)
Current report
Investment in Harvest
Current report
On June 3, 2026, the Company completed a transaction pursuant to which the Company ceased to control its former indirect wholly-owned subsidiary, Harvest Enterprises, LLC (“Harvest”), which holds the Company’s former mixed-use cannabis operations (the “Deconsolidation Transaction”), other than businesses the transfer of which is subject to regulatory approval, which businesses will, automatically and without any action on the part of the Company or any other party, transfer to Harvest upon the receipt of regulatory approval, ceased to be a consolidated subsidiary.
Current report
As further described below, as a result of the implementation of the Deconsolidation Transaction, an indirect wholly-owned subsidiary of the Company (“Company Subsidiary”) holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest. The Non-Voting Units do not carry voting rights or rights to receive dividends, do not provide the Company with the ability to direct the business, operations or activities of Harvest, or provide other rights upon dissolution of Harvest, and are only convertible into Class B units of Harvest (the “Common Units”) following the date that the New York Stock Exchange permits the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C. 802) for non-medical uses in the United States (the “Stock Exchange Permissibility Date”).
Current report
In connection with the Deconsolidation Transaction, among other things:
Current report
1)Harvest and its members (including Company Subsidiary), entered into a limited liability company agreement, dated June 3, 2026 (the “LLC Agreement”), which provides for, among other things, three classes of units (the “Units”): the Class A units (the “Voting Units”), the Common Units and the Non-Voting Units. The Harvest Investor (as defined below) holds all of the Voting Units, which provide for standard voting and dividend rights, including rights upon dissolution of Harvest. The Common Units also provide for standard voting and dividend rights, including rights upon dissolution of Harvest. The LLC Agreement provides that upon conversion of all of the Non-Voting Units into Common Units, the Voting Units will be equal to no less than 10% of the total issued and outstanding Units following such issuance. Accordingly, in no circumstances will Company Subsidiary, at the time of such conversions, own more than 90% of the Units. In addition, pursuant to the terms of the LLC Agreement, Company Subsidiary has the right to appoint one member to the Harvest board of managers (the “Harvest Board”) and the Harvest Investor has the right to appoint two members to the Harvest Board.
Current report
2)Harvest and the Company entered into a Class A Unit Purchase Agreement (the “Class A Unit Purchase Agreement”) with an independent third party investor, Whitley Holding 05192026, LLC (the “Harvest Investor”), dated June 3, 2026, pursuant to which, among other things, the Harvest Investor made an investment in Harvest and acquired Voting Units representing a 10% economic ownership interest in Harvest for approximately $14.8 million (the “Harvest Investment”). In connection with the Harvest Investment, the Harvest Investor appointed two managers to the Harvest Board and Company Subsidiary appointed one manager to the Harvest Board.
Current report
3)The Company, Company Subsidiary and Harvest entered into a protection agreement, dated June 3, 2026, to provide for certain covenants in order to preserve the value of the Non-Voting Units held by Company Subsidiary until such time as the Non-Voting Units are converted into Common Units in accordance with their terms, provided that, such conversion shall only be permitted following the Stock Exchange Permissibility Date, but does not provide the Company or Company Subsidiary with the ability to direct the business, operations or activities of Harvest.
Current report
In connection with the Deconsolidation Transaction, the Company and Harvest entered into a management services agreement (the “MSA”), pursuant to which, among other things, a subsidiary of the Company agreed to provide certain consulting, advisory and administrative support services to Harvest. The MSA provides for reimbursement of the Company’s costs incurred in providing such services plus a 5% margin, together with a fixed quarterly management fee. Each of the parties to the MSA has the ability to terminate the MSA at any time upon 90 days’ notice.
Current report
Harvest conducts mixed-use cannabis businesses in Arizona, Connecticut, Maryland, and Ohio. Harvest operates 34 Trulieve branded dispensaries in addition to cultivation and production capacity across these markets. Following the Deconsolidation Transaction , the Company accounts for its investment in Harvest under the equity method of accounting and no longer consolidates Harvest's assets, liabilities, results of operations, or cash flows.
Current report
In April 2026, the DOJ announcement restarted the process for rescheduling adult use marijuana from Schedule I to Schedule III. A hearing to gather testimony from selected interested parties was conducted between June 29 and July 15, 2026. Hearing transcript corrections and post hearing briefs are due on August 17, 2026. After reviewing the hearing record, testimony, and briefs, the Administrative Law Judge ("ALJ") is expected to issue a recommended decision. Typically, the DEA Administrator would review the recommendation by the ALJ and may choose to issue a final rule with the scheduling determination, effective date, and implementation details.
Current report
On August 5, 2026, the Company's shareholders approved, and the Board of Directors authorized, the concurrent domestication of the Company to the State of Delaware and continuance out of the Province of British Columbia. The domestication and continuance remain subject to the satisfaction of applicable legal and regulatory requirements and the filing of the requisite governing documents.
Current report
Comparability of Results
Current report
As discussed in Note 4. Disposition, the Deconsolidation Transaction impacts the comparability of the Company's results of operations between periods. Accordingly, period-over-period comparisons may not be directly comparable and should be considered in conjunction with the discussion of the Deconsolidation Transaction in Note 4. Disposition and the Equity Method Investment disclosure in Note 5. Equity Method Investment.
Current report
Revenue for the three months ended June 30, 2026 was $271.0 million, a decrease of $31.1 million, from $302.1 million for the three months ended June 30, 2025. The decrease was primarily driven by the Deconsolidation Transaction, which reduced the period of Harvest activity included in consolidated revenue during the current quarter. Excluding the impact of the Deconsolidation Transaction, revenue was also affected by continued pricing pressure in certain mature markets, partially offset by revenue growth in Ohio through the Deconsolidation Transaction date. Revenue also increased as a result of management services provided under the MSA with Harvest.
Current report
Depreciation and amortization expense for the three months ended June 30, 2026 was $25.7 million, a decrease of $3.7 million from $29.4 million for the three months ended June 30, 2025. The decrease is primarily attributable to the Deconsolidation Transaction.
Current report
Loss (gain) on disposal or impairment of assets
Current report
Loss on Deconsolidation Transaction
Current report
Loss on deconsolidation transaction expense forthe three months ended June 30, 2026 was $403.3 million and was attributable to the Deconsolidation Transaction completed during the quarter. The loss resulted primarily from the application of ASC 810, which required the Company to derecognize Harvest's net assets and measure its retained investment at fair value upon deconsolidation. As a result, the loss is primarily a non-cash accounting charge and is not indicative of the ongoing operating performance or cash-generating capacity of the underlying business. Further information regarding the transaction and the related loss is included in Note 4. Disposition.
Current report
Equity in net loss of Harvest
Current report
Equity in net loss of Harvest forthe three months ended June 30, 2026 was $3.3 million and represents the Company's proportionate share of Harvest's net results following the June 3, 2026 Deconsolidation Transaction. Due to Harvest being accounted for under the equity method of accounting, the Company recognizes only its share of Harvest's net income or loss and no longer consolidates Harvest's revenue, operating expenses, assets, or liabilities.
Current report
Other Income (Expense), Net
Current report
Revenue
Current report
Revenue for the six months ended June 30, 2026 was $557.7 million, a decrease of $42.1 million from $599.8 million for the six months ended June 30, 2025. The decrease was primarily driven by the Deconsolidation Transaction, which reduced the period of Harvest activity included in consolidated revenue during the current year. Excluding the impact of the Deconsolidation Transaction, revenue was also affected by continued pricing pressure in certain mature markets, partially offset by revenue growth in Ohio through the Deconsolidation Transaction date and revenue associated with the MSA.
Current report
Cost of goods sold for the six months ended June 30, 2026 was $225.3 million, a decrease of $8.4 million from $233.7 million for the six months ended June 30, 2025. Cost of goods as a percentage of revenues was 40.4% for the six months ended June 30, 2026 compared to 39.0% for the six months ended June 30, 2025. Gross profit for the six months ended June 30, 2026 was $332.4 million, a decrease of $33.8 million from $366.1 million for the six months ended June 30, 2025. Gross profit as a percentage of revenue was 59.6% for the six months ended June 30, 2026 as compared to 61.0% for the six months ended June 30, 2025. Cost of goods sold and gross profit decreased primarily as a result of the Deconsolidation Transaction; however, both remained generally consistent as a percentage of revenue compared to the prior-year period. 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 report
Selling, General and Administrative Expense
Current report
Selling, general, and administrative expense for the six months ended June 30, 2026 was $206.7 million, a decrease of $13.2 million from $219.9 million for the six months ended June 30, 2025. Selling, general, and administrative expense as a percentage of revenue was 37.1% for the six months ended June 30, 2026, compared to 36.7% for the six months ended June 30, 2025. The decrease in the current period expenditures compared to the prior year period was primarily driven by the Deconsolidation Transaction and remained relatively flat as a percentage of revenue.
Current report
Depreciation and Amortization Expense
Current report
Depreciation and amortization expense for the six months ended June 30, 2026 was $55.5 million, a decrease of $3.3 million from $58.8 million for the six months ended June 30, 2025. The decrease is primarily attributable to the Deconsolidation Transaction.
Current report
Loss on disposal or impairment of assets for the six months ended June 30, 2026 was $1.7 million compared to $1.5 million for the six months ended June 30, 2025.
Current report
Loss on Deconsolidation Transaction
Current report
Loss on deconsolidation transaction expense forthe six months ended June 30, 2026 was $403.3 million and was attributable to the Deconsolidation Transaction completed during the quarter. The loss resulted primarily from the application of ASC 810, which required the Company to derecognize Harvest's net assets and measure its retained investment at fair value upon deconsolidation. As a result, the loss is primarily a non-cash accounting charge and is not indicative of the ongoing operating performance or cash-generating capacity of the underlying business. Further information regarding the transaction and the related loss is included in Note 4. Disposition.
Current report
Interest Expense, Net
Current report
Interest Income
Current report
Interest income for the six months ended June 30, 2026 was $5.7 million, a decrease of $1.0 million from $6.7 million for the six months ended June 30, 2025.
Current report
Equity in net loss of Harvest
Current report
Equity in net loss of Harvest forthe six months ended June 30, 2026 was $3.3 million and represents the Company's proportionate share of Harvest's net results following the June 3, 2026 Deconsolidation Transaction. Due to Harvest being accounted for under the equity method of accounting, the Company recognizes only its share of Harvest's net income or loss and no longer consolidates Harvest's revenue, operating expenses, assets, or liabilities.
Current report
Other Income (Expense), Net
Current report
Other income, net for the six months ended June 30, 2026 was $0.2 million, compared to other expense, net of $0.7 million for the six months ended June 30, 2025.
Current report
Provision for Income Taxes
Current report
Adjusted EBITDA for the six months ended June 30, 2026 was $198.4 million, a decrease of $21.4 million from $219.8 million for the six months ended June 30, 2025, primarily driven by lower revenue primarily resulting from the Deconsolidation Transaction.
Removed paragraphs (6)
Previous report
Revenue for the three months ended March 31, 2026 was $286.8 million, a decrease of $11.0 million, from $297.8 million for the three months ended March 31, 2025. The decrease in revenue was driven by a $16.8 million decrease in retail revenue partially offset by a $5.8 million increase in wholesale and other revenue.
Previous report
The increase in wholesale and other revenue was driven primarily by a continued focus on new and expanded relationships with wholesale partners, resulting in higher wholesale revenue across several core markets.
Previous report
The decrease in retail revenue reflects continued price compression, partially offset by contributions from new retail dispensary openings; the Company operated 236 dispensaries as of March 31, 2026, compared to 229 dispensaries as of March 31, 2025.
Previous report
Depreciation and amortization expense for the three months ended March 31, 2026 was $29.7 million, an increase of $0.4 million from $29.3 million for the three months ended March 31, 2025.
Previous report
Other Income, Net
Previous report
Finally, 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. For information about risks related to U.S. cannabis operations, please refer to the “Risk Factors” section of this Quarterly Report on Form 10-Q and "Part I, Item 1A - Risk Factors" in our 2025 Form 10-K.
Reworded paragraphs (30)
Previous wording
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Trulieve Cannabis Corp., together with its subsidiaries ("Trulieve," the "Company," "we," "our," or "us") should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this Quarterly Report on Form 10-Q and the Audited Consolidated Financial Statements and the related Notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our "2025 Form 10-K").
Current wording
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Trulieve Cannabis Corp., together with its consolidated subsidiaries ("Trulieve," the "Company," "we," "our," or "us") should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this Quarterly Report and the Audited Consolidated Financial Statements and the related Notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our "2025 Form 10-K").
Previous wording
This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and in “Part I, Item 1A. Risk Factors” in our 2025 Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. You should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” contained herein and in our 2025 Form 10-K. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II. Other Information” of this report. You should consider our forward-looking statements in light of the risks discussed in “Item 1A. Risk Factors” in “Part II. Other Information” of this report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, and the risks discussed in "Item 1A, Risk Factors" of the Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).
Current wording
This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this Quarterly Report and in “Part I, Item 1A. Risk Factors” in our 2025 Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. You should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” contained herein and in our 2025 Form 10-K. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II. Other Information” of this Quarterly Report. You should consider our forward-looking statements in light of the risks discussed in “Item 1A. Risk Factors” in “Part II. Other Information” of this Quarterly Report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this Quarterly Report, and the risks discussed in "Item 1A, Risk Factors" of the 2025 Form 10-K and our other filings with the SEC.
Previous wording
Trulieve Cannabis Corp. is a reporting issuer in the United States and Canada. The Company’s Subordinate Voting Shares (as hereinafter defined) are listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol “TRUL” and are also traded in the United States on the OTCQX Best Market (“OTCQX”) under the symbol “TCNNF”.
Current wording
Trulieve Cannabis Corp. is a reporting issuer in the United States. The Company’s subordinate voting shares (the "Subordinate Voting Shares") are listed for trading on the New York Stock Exchange ("NYSE") under the symbol “TRLV”.
Previous 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. 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
Following federal rescheduling of medical marijuana under the Controlled Substances Act (the “CSA”) from Schedule I to Schedule III in April 2026, we applied to register all of our state licensed medical operations with the Drug Enforcement Agency ("DEA") in Florida, Georgia, Pennsylvania, and West Virginia. As outlined in the rescheduling final order by the Department of Justice ("DOJ"), our state licensed operations are deemed federally lawful while application reviews are ongoing. We have been working with the DEA to complete site inspections. 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. 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 customers in all of the markets that we serve.
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. In Texas, Trulieve was granted conditional approval for a dispensing organization license under the Texas Compassionate Use Program.
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. 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. In recent months we have been working with regulatory authorities as part of the due diligence process required to attain a final license. Our initial investment in production capacity is completed and ready for inspection. Pending regulatory approval, we plan to ramp production and retail capacity to serve all 11 regions in Texas.
Previous wording
In Florida and Georgia, Trulieve cultivates, processes, and manufactures all cannabis products sold in our dispensaries. In other markets including Arizona, Maryland, Pennsylvania, and West Virginia, we have achieved varying percentages of vertical integration with cultivation and processing operations to support our retail and wholesale businesses. Our investments in vertically integrated operations in several of our markets afford us ownership of the entire supply chain, which mitigates third-party risks and allows us to completely control product quality and brand experience. Trulieve employs an in-house quality team as well as testing laboratories in select markets, both of which allow us to more tightly control product quality.
Current wording
Trulieve’s production, retail, and distribution areas are organized into regional hubs whereby teams and assets are aggregated in order to effectively pair national structure and support with localized operations tailored to each market. Trulieve has established medical cannabis operations in two hubs: Southeast and Northeast. Our regional hubs are anchored by cornerstone markets in Florida and Pennsylvania. In the Southeast, Trulieve cultivates, processes, and manufactures all cannabis products sold in our dispensaries in Florida and Georgia. The Georgia medical marijuana program expanded on July 1, 2026 with the removal of the low-THC cap on products and new qualifying conditions for patients and product form factors allowed. Additionally, Trulieve supplies licensed independent pharmacies in Georgia with approved medical cannabis products to be dispensed to registered patients. In the Northeast, we have achieved varying percentages of vertical integration with cultivation and processing operations to support our retail and wholesale businesses in Pennsylvania and West Virginia. Our investments in vertically integrated operations afford us ownership of the entire supply chain, which mitigates third-party risks and allows us to completely control product quality and brand experience. Trulieve employs an in-house quality team as well as testing laboratories in select markets, both of which allow us to more tightly control product quality.
Previous wording
Trulieve’s customer engagement activities are designed to foster deep connections with medical patients and adult use customers in person and online. Through educational events, local partnerships and charitable giving, Trulieve supports community activity while raising awareness for the many benefits of cannabis.
Current wording
Trulieve’s customer engagement activities are designed to foster deep connections with medical patients and customers in person and online. Through educational events, local partnerships and charitable giving, Trulieve supports community activity while raising awareness for the many benefits of cannabis.
Previous wording
The vast majority of both manufacturing and retail competitors in our markets are either localized businesses with operations in a single state market or regional players. Other multi-state cannabis operators compete directly in several of our operating markets. Aside from this direct competition, out-of-state operators that are sufficiently capitalized to enter those markets through acquisitions are also part of the competitive landscape. Similarly, as we execute on our regional hub strategy and expand across the U.S., operators in our future state markets will inevitably become direct competitors. Increased competition by larger and better financed competitors could materially affect our business, financial condition and results of operations.
Current wording
The vast majority of both manufacturing and retail competitors in our markets are either localized businesses with operations in a single state market or regional players. Other multi-state cannabis operators compete directly in several of our operating markets. Aside from this direct competition, out-of-state operators that are sufficiently capitalized to enter those markets through acquisitions are also part of the competitive landscape. Increased competition by larger and better financed competitors could materially affect our business, financial condition and results of operations.
Previous wording
We face additional competition from new entrants. If the number of consumers of medical and adult-use cannabis in our markets increases, the demand for products will increase and we expect that competition will become more intense as current and future competitors offer an increasing number of diversified products and engage in price competition. We expect to continue to invest in several areas, including customer experience, product innovation, scaled production, marketing and branding, and distribution network expansion. Trulieve may not have sufficient resources to maintain investments on a competitive basis, which could have a material adverse effect on our business, financial condition and operational results. The management team monitors developments in the fast-paced cannabis industry and adjacent industries to help us remain competitive.
Current wording
We face additional competition from new entrants. If the number of consumers of medical cannabis in our markets increases, the demand for products will increase and we expect that competition will become more intense as current and future competitors offer an increasing number of diversified products and engage in price competition. We expect to continue to invest in several areas, including customer experience, product innovation, scaled production, marketing and branding, and distribution network expansion. Trulieve may not have sufficient resources to maintain investments on a competitive basis, which could have a material adverse effect on our business, financial condition and operational results. The management team monitors developments in the fast-paced cannabis industry and adjacent industries to help us remain competitive.
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 2025 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 three months ended March 31, 2026, 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 2025 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, 2026, there were no significant changes to our previously disclosed critical accounting policies and estimates other than the addition of a critical accounting estimate related to the valuation of the Company's retained equity method investment in Harvest following the Deconsolidation Transaction. The fair value measurement required significant management judgment related to the selection of discount rates, projected EBITDA margins and marketability discounts, all of which represent significant unobservable inputs. See Note 5. Equity Method Investment for additional information.
Previous wording
This section of this Form 10-Q generally describes and compares our results of continuing operations for the three months ended March 31, 2026 and 2025.
Current 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, 2026 and 2025.
Previous wording
Cost of goods sold for the three months ended March 31, 2026 was $116.7 million, an increase of $2.1 million from $114.5 million for the three months ended March 31, 2025. Cost of goods sold as a percentage of revenue was 40.7% for the three months ended March 31, 2026 as compared to 38.5% for the three months ended March 31, 2025. Gross profit for the three months ended March 31, 2026 was $170.1 million, a decrease of $13.1 million from $183.2 million for the three months ended March 31, 2025. Gross profit as a percentage of revenue was 59.3% for the three months ended March 31, 2026 as compared to 61.5% for the three months ended March 31, 2025. 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 June 30, 2026 was $108.7 million, a decrease of $10.5 million from $119.2 million for the three months ended June 30, 2025. Cost of goods sold as a percentage of revenue was 40.1% for the three months ended June 30, 2026 as compared to 39.4% for the three months ended June 30, 2025. Gross profit for the three months ended June 30, 2026 was $162.3 million, a decrease of $20.6 million from $182.9 million for the three months ended June 30, 2025. Gross profit as a percentage of revenue was 59.9% for the three months ended June 30, 2026 as compared to 60.6% for the three months ended June 30, 2025. Cost of goods sold and gross profit decreased primarily as a result of the Deconsolidation Transaction; however, both remained generally consistent as a percentage of revenue compared to the prior-year period. 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
Selling, general, and administrative expense for the three months ended March 31, 2026 was $104.9 million, a decrease of $13.9 million from $118.8 million for the three months ended March 31, 2025. Selling, general, and administrative expense as a percentage of revenues was 36.6% for the three months ended March 31, 2026, compared to 39.9% for the three months ended March 31, 2025. The decrease in the current period expenditures compared to the prior year comparable period reflects lower campaign and political contributions, totaling $9.5 million in the current period compared to $23.0 million in the prior year period.
Current wording
Selling, general, and administrative expense for the three months ended June 30, 2026 was $101.8 million, an increase of $0.7 million from $101.1 million for the three months ended June 30, 2025. Selling, general, and administrative expense as a percentage of revenues was 37.6% for the three months ended June 30, 2026, compared to 33.5% for the three months ended June 30, 2025. The increase in the current period expenditures as a percentage of revenue compared to the prior year comparable period reflects costs associated with the Deconsolidation Transaction.
Previous wording
Impairment and other charges, net of recoveries was a gain of $0.3 million for the three months ended March 31, 2026 compared to a loss of $1.8 million for the three months ended March 31, 2025.
Current wording
Loss (gain) on disposal or impairment of assets was a gain of $2.0 million for the three months ended June 30, 2026 compared to a loss of $0.3 million for the three months ended June 30, 2025.
Previous wording
Interest expense, net for the three months ended March 31, 2026 was $13.3 million, a decrease of $3.0 million from $16.3 million for the three months ended March 31, 2025. The decrease was primarily driven by a reduction in overall debt in the current period as compared to the prior period.
Current wording
Interest expense, net for the three months ended June 30, 2026 was $12.8 million, a decrease of $3.6 million from $16.4 million for the three months ended June 30, 2025. The decrease was primarily driven by a reduction in overall debt in the current period as compared to the prior period.
Previous wording
Interest income for the three months ended March 31, 2026 was $2.7 million, a decrease of $0.4 million from $3.1 million for the three months ended March 31, 2025.
Current wording
Interest income for the three months ended June 30, 2026 was $3.1 million, a decrease of $0.6 million from $3.6 million for the three months ended June 30, 2025.
Previous wording
Other income, net for the three months ended March 31, 2026 was $0.1 million, a decrease of $0.1 million from $0.2 million for the three months ended March 31, 2025.
Current wording
Other income, net for the three months ended June 30, 2026 was $0.1 million, a change of $1.1 million from other expense of $1.0 million for the three months ended June 30, 2025.
Previous wording
The provision for income taxes for the three months ended March 31, 2026 was $21.9 million, a decrease of $30.6 million from $52.5 million for the three months ended March 31, 2025. The provision for income taxes as a percentage of gross profit was 12.9% for the three months ended March 31, 2026, compared to 28.6% for the three months ended March 31, 2025. The decrease was primarily driven by the Company not applying IRC Section 280E for the 2026 taxable year, where the prior period included the impact of IRC Section 280E.
Current wording
The provision for income taxes for the three months ended June 30, 2026 was $22.0 million, a decrease of $32.8 million from $54.7 million for the three months ended June 30, 2025. The provision for income taxes as a percentage of gross profit was 13.5% for the three months ended June 30, 2026, compared to 29.9% for the three months ended June 30, 2025. The decrease was primarily driven by the Company not applying IRC Section 280E for the 2026 taxable year, where the prior period provision included the impact of IRC Section 280E.
Previous wording
(Gain) loss on disposal or impairment of assets
Current wording
Loss on disposal or impairment of assets
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 income (loss) before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net income (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.
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, equity in net loss of Harvest and loss on Deconsolidation Transaction.
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 (loss) measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry as competitors commonly disclose similar performance measures; however, our calculation of Adjusted EBITDA may not be comparable to other similarly titled performance measures of other companies, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income (loss) 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 competitors commonly disclose similar performance measures; however, our calculation of Adjusted EBITDA may not be comparable to other similarly titled performance measures of other companies, 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 (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 income (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”.
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 for the three months ended March 31, 2026 was $100.4 million, a decrease of $8.8 million from $109.2 million for the three months ended March 31, 2025, driven by lower revenue.
Current wording
Adjusted EBITDA for the three months ended June 30, 2026 was $98.0 million, a decrease of $12.6 million from $110.6 million for the three months ended June 30, 2025, primarily driven by lower revenue primarily resulting from the Deconsolidation Transaction.
Previous wording
The following table presents a reconciliation of net income (loss) attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:
Current wording
The following table presents a reconciliation of net loss attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:
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. 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.
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. 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 current markets as well as investments in technology infrastructure.
Previous wording
As of March 31, 2026, cash and cash equivalents were $352.9 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 June 30, 2026, cash and cash equivalents were $325.4 million. Although there can be no assurance regarding our future liquidity, we believe our existing cash balances will be sufficient to meet our anticipated cash requirements from the date of this Quarterly Report 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 $55.7 million for the three months ended March 31, 2026, an increase of $4.6 million compared to $51.1 million net cash provided by operating activities for the three months ended March 31, 2025. The increase is driven primarily by the change in net income (loss) of $35.3 million from the prior period to the current period.
Current wording
Net cash provided by operating activities was $108.8 million for the six months ended June 30, 2026, a decrease of $28.4 million compared to $137.2 million of net cash provided by operating activities for the six months ended June 30, 2025. The decrease was driven primarily by the decrease in revenue as compared to the prior period.
Previous wording
Net cash used in investing activities was $13.2 million for the three months ended March 31, 2026, compared to the $43.0 million in net cash provided by investing activities for the three months ended March 31, 2025. The change was primarily driven by certificates of deposit entered into in 2024 which matured in 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.
Current wording
Net cash used in investing activities was $88.0 million for the six months ended June 30, 2026, compared to the $34.4 million in net cash provided by investing activities for the six months ended June 30, 2025. The change was primarily driven by certificates of deposit entered into in 2024 which matured in 2025 as well as cash transferred as part of the Deconsolidation Transaction in 2026.
Previous wording
Net cash provided by financing activities was $54.8 million for the three months ended March 31, 2026, a change of $59.3 million, compared to $4.5 million net cash used in financing activities for the three months ended March 31, 2025. The change was primarily driven by proceeds received from a debt issuance in the first quarter of 2026.
Current wording
Net cash provided by financing activities was $49.1 million for the six months ended June 30, 2026, a change of $59.4 million, compared to $10.3 million net cash used in financing activities for the six months ended June 30, 2025. The change was primarily driven by proceeds received from a debt issuance in the first quarter of 2026.
Previous wording
For information on our commitments for finance leases, 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 $28.0 million increase in our uncertain tax position liabilities, and the $19.0 million increase in future minimum lease payments under non-cancellable finance leases, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2025 Form 10-K.
Current wording
For information on our commitments for finance leases, financing arrangements, claims and litigation, contingencies, and other obligations, see Note 3. Supplementary Financial Information, Note 6. Long-Term Borrowings, and Note 8. Income Taxes in Part I. Item 1 of this Quarterly Report. Other than the $70.2 million decrease in our uncertain tax position liabilities, and the $4.3 million decrease in future minimum lease payments under non-cancellable finance leases, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2025 Form 10-K.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Trulieve is a vertically integrated medical cannabis company and multi-state operator with operations in four states. Headquartered in Tallahassee, Florida, we are the largest medical cannabis retailer in the United States with over 200 dispensaries and 3.5 million square feet of cultivation and production capacity.
Current report — wording carried from elsewhere
The following table and discussion compares condensed consolidated statements of operations data for the year-to-date periods presented:
Current report — wording carried from elsewhere
Cost of Goods Sold and Gross Profit
Current report — wording carried from elsewhere
Interest expense, net for the six months ended June 30, 2026 was $26.1 million, a decrease of $6.6 million from $32.7 million for the six months ended June 30, 2025. The decrease was primarily driven by a reduction in overall debt in the current period as compared to the prior period.
Current report — wording carried from elsewhere
The provision for income taxes for the six months ended June 30, 2026 was $43.8 million, a decrease of $63.4 million from $107.2 million for the six months ended June 30, 2025. The provision for income taxes as a percentage of gross profit was 13.2% for the six months ended June 30, 2026, compared to 29.3% for the six months ended June 30, 2025. The decrease was primarily driven by the Company not applying IRC Section 280E for the 2026 taxable year, where the prior period included the impact of IRC Section 280E.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Trulieve’s production, retail, and distribution areas are organized into regional hubs whereby teams and assets are aggregated in order to effectively pair national structure and support with localized operations tailored to each market. Trulieve has established cannabis operations in three hubs: Southeast, Northeast, and Southwest. Each of our three regional hubs are anchored by cornerstone markets in Arizona, Florida, Ohio and Pennsylvania.
Previous report — wording carried elsewhere
On April 23, 2026, the U.S. Department of Justice (the "DOJ") announced the finalization of the rescheduling of medical marijuana under the Controlled Substances Act (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 Drug Enforcement Administration (the "DEA"). The Company has applied for DEA licenses in Florida, Georgia, Pennsylvania and West Virginia, with the expected effect that the Company’s operations in those medical-only states are federally legal. Finally, the DOJ announcement restarted the process for rescheduling adult use marijuana from Schedule I to Schedule III.