Trulieve Cannabis Corp.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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Jun 30, 2026 · Filed Aug 7, 2026
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Notes to Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Trulieve Cannabis Corp. and its subsidiaries, ("Trulieve," the "Company," "we," "our," or "us") have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all financial information and footnotes required by GAAP for complete financial statements. In management's opinion, the condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the Company's financial position as of June 30, 2026, and the results of its operations and cash flows for the periods ended June 30, 2026 and 2025. The results of the Company's operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full 2026 fiscal year.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for Trulieve Cannabis Corp. and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on February 26, 2026 (the "2025 Form 10-K").
Deconsolidation Transaction
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. Accordingly, the Company deconsolidated Harvest effective June 3, 2026, in accordance with Accounting Standards Codification ("ASC") 810, Consolidation. The accompanying condensed consolidated financial statements include Harvest’s results of operations through the date of the Deconsolidation Transaction. Following the Deconsolidation Transaction, the Company’s retained noncontrolling investment in Harvest is accounted for under the equity method of accounting in accordance with ASC 323, Investments - Equity Method and Joint Ventures. As a result of the Deconsolidation Transaction, Harvest’s assets, liabilities, revenues, expenses, and cash flows are no longer included in the Company’s consolidated financial statements after June 3, 2026. Accordingly, the Company’s financial position, results of operations, and cash flows for periods subsequent to the Deconsolidation Transaction will not be directly comparable to prior periods. See Note 4. Disposition for additional information.
Discontinued Operations
In June 2023, the Company exited operations in Massachusetts and in July 2022, the Company exited operations in Nevada. Both actions represented a strategic shift in business; therefore, the results of the discontinued operations have been presented as discontinued operations within the condensed consolidated statements of operations for all periods presented. As part of the Deconsolidation Transaction, these discontinued operations were transferred to Harvest. See Note 4. Disposition for additional information regarding the Deconsolidation Transaction. Unless specifically noted otherwise, footnote disclosures only reflect the results of continuing operations.
Basis of Measurement
These condensed consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.
Functional Currency
The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These condensed consolidated financial statements are presented in U.S. dollars.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are described in the 2025 Form 10-K. The Company's management has reviewed these significant accounting policies and related disclosures and determined that other than noted below, there were no significant changes to the Company's significant accounting policies during the six-month period ended June 30, 2026.
Equity Method Investment
The Company accounts for its investment in unconsolidated entities where it exercises significant influence but does not have control, under the equity method of accounting. Such investments are recorded at fair value and subsequently adjusted for the Company’s share of the investee’s net income or loss which is included in Equity in net loss of Harvest on the condensed consolidated statements of operations. The Company evaluates the equity method investment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Any impairment deemed other-than-temporary is recognized in earnings and is not subsequently reversed.
Recently Adopted Accounting Pronouncements
ASU 2025-05 - In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides a practical expedient for estimating credit losses on current accounts receivable and contract assets arising from revenue transactions under ASC 606, including those acquired in business combinations. Entities may assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. The Company adopted ASU 2025‑05 in the quarter ended March 31, 2026 and elected the practical expedient for eligible current accounts receivable and contract assets. The guidance was applied prospectively and prior period disclosures were not adjusted. The adoption of this ASU had no impact to the Company's condensed consolidated financial statements.
NOTE 3. SUPPLEMENTARY FINANCIAL INFORMATION
Inventories
Inventories are comprised of the following as of:
| June 30,2026 | December 31,2025 | |
|---|---|---|
| (in thousands) | ||
| Raw materials | ||
| Cannabis plants | $16,656 | $18,433 |
| Packaging and supplies | 18,920 | 26,161 |
| Total raw materials | 35,576 | 44,594 |
| Work in process | 111,383 | 139,171 |
| Finished goods - unmedicated | 3,707 | 5,372 |
| Finished goods - medicated | 36,206 | 53,161 |
| Total inventories | $186,872 | $242,298 |
Notes Receivable
| June 30,2026 | December 31,2025 | |
|---|---|---|
| (in thousands) | ||
| Notes receivable, gross | $525 | $6,589 |
| Less: allowance for credit losses | — | (4,894) |
| Less: current portion of notes receivable | (75) | (1,245) |
| Notes receivable, net | $450 | $450 |
The provision for credit losses is recorded to other expense, net on the condensed consolidated statements of operations and waszero and $1.2 million for the three months ended June 30, 2026 and 2025, respectively, and waszero and $1.2 million for the six months ended June 30, 2026 and 2025, respectively.
Held for Sale Assets
During the first quarter of 2026, the Company identified certain assets that no longer met the criteria for classification as held for sale. Management determined that it no longer had the intent to sell these assets, as they are expected to be utilized to support ongoing production activities. As a result of this change in circumstances, the assets were reclassified from held for sale to held and used at their carrying amounts immediately prior to classification as held for sale. The following table presents a rollforward of held‑for‑sale assets, including net transfers into and out of held‑for‑sale classification, which are recorded in other current assets on the condensed consolidated balance sheets, for the periods presented:
| June 30,2026 | December 31,2025 | |
|---|---|---|
| (in thousands) | ||
| Balance, beginning of period | $15,047 | $18,329 |
| Net transfers to (from) held for sale | (11,872) | 5,660 |
| Impairments | — | (2,485) |
| Assets sold | (3,175) | (6,457) |
| Balance, end of period | $— | $15,047 |
Finance Leases
Future minimum lease payments under the Company's non-cancellable finance leases as of June 30, 2026 are as follows:
| Finance Leases | |
|---|---|
| Year | (in thousands) |
| Remainder of 2026 | $8,242 |
| 2027 | 16,243 |
| 2028 | 15,110 |
| 2029 | 13,837 |
| 2030 | 11,476 |
| Thereafter | 32,580 |
| Total | $97,488 |
Fair Value Measurements
The fair values of financial instruments measured on a recurring basis by class are as follows as of:
| Fair Value Hierarchy Level (1) | June 30, 2026 | December 31, 2025 | |
|---|---|---|---|
| Financial Assets: | |||
| Money market funds (2) | Level 1 | $307,332 | $236,633 |
| Total financial assets | $307,332 | $236,633 | |
| Financial Liabilities: | |||
| Interest rate swap (3) | Level 2 | $611 | $1,630 |
(1) There were no transfers between hierarchy levels during the periods ended June 30, 2026 or December 31, 2025.
(2) Interest income from money market funds was $2.8 million and $3.5 million for the three months ended June 30, 2026 and 2025, respectively, and was $5.2 million and $6.3 million for the six months ended June 30, 2026 and 2025, respectively. Money market funds are included in cash and cash equivalents on the condensed consolidated balance sheets.
(3) The fair value of the interest rate swap liability is recorded in other long-term liabilities on the condensed consolidated balance sheets.
Share Repurchase Program
In June 2026, the Company’s board of directors (the "Board of Directors") authorized a share repurchase program pursuant to which the Company may repurchase up to the lesser of $50.0 million in aggregate value or 8,495,038 Subordinate Voting Shares. The program is expected to expire on June 16, 2027. As of June 30, 2026, no shares had been repurchased under the program.
Shared-Based Compensation
Stock Options
The following table summarizes the Company's stock option activity for the six months ended June 30, 2026:
| Number of options | |
|---|---|
| Outstanding options, beginning of period | 5,178,194 |
| Granted (1) | 507,138 |
| Exercised | (126,094) |
| Forfeited | — |
| Expired | (271,826) |
| Outstanding options, end of period | 5,287,412 |
| Vested and exercisable options, end of period | 3,755,983 |
(1) The weighted average exercise price for stock options granted was $6.40.
Restricted Stock Units
The following table summarizes the Company's restricted stock unit ("RSU") activity for the six months ended June 30, 2026:
| Number of restricted stock units | |
|---|---|
| Unvested balance, beginning of period | 5,829,851 |
| Granted (1) | 2,551,714 |
| Vested | (264,618) |
| Forfeited | (358,427) |
| Unvested balance, end of period | 7,758,520 |
(1) The weighted average grant date fair value of RSUs granted was $6.40.
Performance Stock Units
During the first quarter of 2026, the Board of Directors granted performance stock units ("PSUs") under the Third Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan. The number of shares ultimately issuable pursuant to these awards is determined based on the achievement of specified future financial metrics with payout levels ranging from 0% to 200% of the target award, in accordance with the terms established at the grant date.
For awards subject to Company financial performance‑based conditions, the Company estimates the probability of achieving the applicable performance conditions at each reporting period and recognizes compensation expense over the requisite service period based on the estimated percentage of the target award expected to vest. PSUs are valued at their grant‑date fair value, which is determined using the closing market price of the Company’s Subordinate Voting Shares on the grant date.
The following table summarizes the Company's PSU activity for the six months ended June 30, 2026:
| Number of performance stock units | |
|---|---|
| Unvested balance, beginning of period | — |
| Granted (1) | 356,571 |
| Vested | (29,297) |
| Forfeited | — |
| Unvested balance, end of period | 327,274 |
(1) The weighted average grant date fair value of PSUs granted was $6.40.
Revenue Disaggregation
Revenue is comprised of the following for the periods presented:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Retail | $254,918 | $283,876 | $520,083 | $565,849 |
| Wholesale and other | 16,034 | 18,210 | 37,623 | 33,997 |
| Total revenue | $270,952 | $302,086 | $557,706 | $599,846 |
Commitments and Contingencies
Operating Licenses
As a result of the Deconsolidation Transaction the Company operates exclusively in medical cannabis markets and is subject to federal and state regulatory requirements applicable to its operations. The Company's business depends on its ability to obtain and maintain required federal and state registrations, licenses, and permits. Changes in applicable laws, regulations, or licensing requirements could adversely affect the Company's operations and business plans.
Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 30, 2026 and December 31, 2025, there were no pending or threatened lawsuits that the Company believes could reasonably be expected to have a material effect on the results of the Company’s condensed consolidated statements of operations. There are also no proceedings in which any of the Company’s directors, officers, or affiliates has a material interest adverse to the Company’s interest.
Contingencies
As of June 30, 2026 and December 31, 2025, $0.3 million and $0.8 million, respectively, were included in contingent liabilities on the condensed consolidated balance sheets related to various pending litigation claims as the loss is probable and can be estimated.
An acquisition in 2021 included a contingency providing for an additional $5.0 million in consideration which is contingent on the enactment, adoption or approval of laws allowing for adult-use cannabis in Pennsylvania. No liability was recorded for this contingent consideration, as the estimated value of the liability was not significant at the time of the acquisition nor as of June 30, 2026 and December 31, 2025, based on the likelihood of approval of laws allowing for adult-use cannabis in Pennsylvania.
NOTE 4. DISPOSITION
On June 3, 2026 the Company completed the Deconsolidation Transaction pursuant to which Harvest, which holds the Company’s former mixed-use cannabis operations (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.
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”).
In connection withthe Deconsolidation Transaction, among other things:
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.
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 appointedtwo managers to the Harvest Board and Company Subsidiary appointed one manager to the Harvest Board.
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.
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.
Accordingly, following the Deconsolidation Transaction, the Company concluded that it no longer possesses a controlling financial interest in Harvest under ASC 810, Consolidation, and therefore deconsolidated Harvest effective June 3, 2026. The Company determined that it retained significant influence over Harvest and accounts for its retained investment under the equity method of accounting pursuant to ASC 323, Investments - Equity Method and Joint Ventures. See Note 5. Equity Method Investment.
The aggregate consideration recognized upon deconsolidation consisted of the fair value of the Company’s retained equity method investment in Harvest.
In accordance with ASC 810-10-40, the Company measured its retained investment at fair value as of the deconsolidation date. The Company recognized a loss on deconsolidation equal to the excess of the carrying amount of the net assets derecognized over the aggregate fair value of the retained investment. The Company recognized a loss on deconsolidation of approximately $403.3 million, which is presented within loss on Deconsolidation Transaction in the condensed consolidated statements of operations.
The Company evaluated the transaction under ASC 205-20, Presentation of Financial Statements - Discontinued Operations, and concluded that the transaction does not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results. Accordingly, the historical operating results of Harvest are included within continuing operations through June 3, 2026 and have not been presented as discontinued operations.
The following table summarizes the assets and liabilities included in the Deconsolidation Transaction as of the disposition date:
| (in thousands) | |
|---|---|
| Fair value of retained investment | $155,792 |
| Total consideration received | $155,792 |
| Assets and liabilities disposed | |
| Cash and cash equivalents | $58,395 |
| Accounts receivable, net | 9,795 |
| Inventories | 49,426 |
| Income tax receivable | 7,203 |
| Prepaid and other current assets | 11,350 |
| Property and equipment, net | 89,497 |
| Right of use asset - operating, net | 19,393 |
| Right of use asset - finance, net | 13,395 |
| Intangible assets, net | 465,874 |
| Goodwill | 158,281 |
| Other assets | 3,787 |
| Total assets derecognized | $886,396 |
| Accounts payable and accrued liabilities | $(22,088) |
| Deferred revenue | (2,336) |
| Operating lease liabilities | (36,061) |
| Finance lease liabilities | (14,228) |
| Construction finance liabilities | (35,198) |
| Deferred tax liability | (101,685) |
| Uncertain tax positions | (131,143) |
| Other liabilities | (1,512) |
| Non-controlling interest | 16,980 |
| Net assets derecognized | $559,125 |
| Loss on Deconsolidation Transaction | $(403,333) |
NOTE 5. EQUITY METHOD INVESTMENT
Following the Deconsolidation Transaction on June 3, 2026, the Company retained an investment in Harvest consisting of 100% of the Non-Voting Units, which 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 which are only convertible into the Common Units following the Stock Exchange Permissibility Date, and therefore do not currently provide the Company with a controlling financial interest.
The Company evaluated Harvest under ASC 810 and concluded that Harvest is a variable interest entity (“VIE”). Although the Company holds a variable interest through its Non-Voting Units, the Company determined that it is not the primary beneficiary because it does not possess the authority to direct the activities that most significantly affect Harvest’s economic performance. Accordingly, the Company does not consolidate Harvest.
The Company concluded that it possesses significant influence over Harvest through its board representation, participation in strategic and operating policy decisions, and other governance rights. Accordingly, the retained investment is accounted for under the equity method pursuant to ASC 323.
Upon deconsolidation, the Company recognized its retained 90% equity interest in Harvest at fair value in accordance with ASC 810-10-40. The resulting fair value became the initial carrying amount of the Company’s equity method investment. The fair value of the retained investment was determined using a combination of the income approach and market approach, including consideration of discounted cash flow analyses, market multiples of comparable publicly traded companies, and other relevant market data. Significant unobservable inputs utilized in the valuation included a 11.0% discount rate, projected EBITDA margins ranging from approximately 22.8% to 25.1%, and a 23.5% discount for lack of marketability. Due to the valuation incorporating significant unobservable inputs and management estimates, the fair value measurement was classified as a Level 3 fair value measurement. The carrying amount of the investment is subsequently adjusted for the Company’s proportionate share of Harvest’s earnings (losses). The Company recognized its equity in net loss of Harvest of approximately $3.3 million for both the three and six months ended June 30, 2026, which is presented within Equity in net loss of Harvest in the condensed consolidated statements of operations. As of June 30, 2026, the carrying amount of the Company’s equity method investment was approximately $152.5 million.
The Company continually evaluates its equity method investment for indicators of impairment. If events or changes in circumstances indicate that the investment has experienced an other-than-temporary decline in value, the Company records an impairment charge equal to the amount by which the carrying amount exceeds its estimated fair value. No impairment indicators were identified during the three and six months ended June 30, 2026.
The Company has entered into certain commercial agreements with Harvest, including the MSA pursuant to which the Company provides specified consulting, advisory and administrative support services. Transactions under these arrangements are conducted pursuant to contractual terms.
The Company’s maximum exposure to loss associated with Harvest was approximately $175.4 million as of June 30, 2026, representing the carrying amount of its equity method investment and the outstanding MSA receivable. The Company has not guaranteed Harvest’s obligations, provided debt guarantees, entered into liquidity arrangements, or committed to provide additional financial support to Harvest.
NOTE 6. LONG-TERM BORROWINGS
Private Placement Notes
Private placement notes payable consisted of the following as of:
| June 30,2026 | December 31,2025 | Stated Interest Rate | Effective Interest Rate | Maturity Date | |
|---|---|---|---|---|---|
| (in thousands) | |||||
| 2030 Notes - Tranche One | $140,000 | $140,000 | 10.50% | 11.07% | 12/17/2030 |
| 2030 Notes - Tranche Two | 60,000 | — | 10.50% | 11.02% | 12/17/2030 |
| Total private placement notes | 200,000 | 140,000 | |||
| Less: unamortized debt discount and issuance costs | (4,180) | (3,259) | |||
| Less: current portion of private placement notes | — | — | |||
| Private placement notes, net | $195,820 | $136,741 | |||
Notes Payable
Notes payable consisted of the following as of:
| June 30,2026 | December 31,2025 | Stated Interest Rate | Effective Interest Rate | Maturity Date | |
|---|---|---|---|---|---|
| (in thousands) | |||||
| Mortgage Notes Payable (1) | |||||
| Notes dated December 21, 2022 (2) | $65,561 | $66,536 | (2) | 7.87% | 1/1/2028 |
| Notes dated December 22, 2023 | 23,583 | 23,891 | 8.31% | 8.48% | 12/22/2028 |
| Notes dated October 1, 2021 | 4,437 | 4,700 | 8.14% | 8.29% | 11/1/2027 |
| Total mortgage notes payable | 93,581 | 95,127 | |||
| Promissory Notes Payable | |||||
| Note acquired in Harvest Acquisition in October 2021 | 970 | 988 | 7.50% | 7.50% | 10/24/2026 |
| Total promissory notes payable | 970 | 988 | |||
| Total notes payable (3) | 94,551 | 96,115 | |||
| Less: unamortized debt discount and issuance costs | (980) | (1,199) | |||
| Less: current portion of notes payable | (4,182) | (4,077) | |||
| Notes payable, net | $89,389 | $90,839 | |||
(1) Underlying assets are pledged as collateral for the mortgage notes payable.
(2) The mortgage note payable interest rate is a variable rate equal to the CME Term Secured Overnight Financing Rate ("SOFR") plus 3.00%. In connection with the closing of this note, the Company entered into an interest rate swap to fix the interest rate at 7.53% for the term of the notes.
(3) Notes payable are subordinated to the private placement notes.
Construction Finance Liabilities
Total construction finance liabilities were $120.8 million and $136.2 million as of June 30, 2026 and December 31, 2025, respectively. The contractual terms range from 20.0 years to 25.0 years with a weighted average remaining lease term of 15.7 years.
Financial and Other Covenants
Certain long-term borrowing agreements contain various operating and financial covenants as disclosed in the 2025 Form 10-K. As of June 30, 2026, the Company was in compliance with all such operating and financial covenants.
Maturities
Stated maturities of the principal portion of private placement and notes payable outstanding and future minimum lease payments for the construction finance liabilities, including interest, as of June 30, 2026 are as follows:
| Private Placement Notes · Notes Payable · Construction Finance Liabilities · Total Maturities | ||||
|---|---|---|---|---|
| Year · (in thousands) | ||||
| Remainder of 2026 | $— | $2,513 | $7,346 | $9,859 |
| 2027 | — | 7,023 | 15,058 | 22,081 |
| 2028 | — | 85,015 | 15,474 | 100,489 |
| 2029 | — | — | 15,902 | 15,902 |
| 2030 | 200,000 | — | 16,342 | 216,342 |
| Thereafter | — | — | 241,316 | 241,316 |
| Total | $200,000 | $94,551 | $311,438 | $605,989 |
NOTE 7. EARNINGS PER SHARE
The following is areconciliation for the calculation of basic and diluted earnings per share for the periods presented:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator · (in thousands, except for share and per share data) | ||||
| Continuing operations | ||||
| Net loss from continuing operations | $(405,363) | $(15,816) | $(402,002) | $(47,953) |
| Less: net loss attributable to non-controlling interest | (87) | (2,331) | (210) | (3,220) |
| Net loss attributable to common shareholders | $(405,276) | $(13,485) | $(401,792) | $(44,733) |
| Discontinued operations | ||||
| Net loss from discontinued operations, net of tax benefit (provision) of $237, $(441), $597, and $(441), respectively, attributable to common shareholders | $(699) | $(295) | $(1,777) | $(1,917) |
| Denominator | ||||
| Weighted average number of common shares outstanding - Basic and diluted (1) | 192,714,241 | 191,199,880 | 192,629,666 | 191,164,090 |
| Loss per share - Continuing operations | ||||
| Basic and diluted loss per share | $(2.10) | $(0.07) | $(2.09) | $(0.23) |
| Loss per share - Discontinued operations | ||||
| Basic and diluted loss per share | $(0.00) | $(0.00) | $(0.01) | $(0.01) |
(1) Potentially dilutive securities representing 13.4 million shares of subordinate voting shares for the three and six months ended June 30, 2026 and 13.5 million for the three and six months ended June 30, 2025, were excluded from the computation of diluted earnings per share as their effect would have been antidilutive.
As of June 30, 2026, there were approximately 192.4 million of the Company's subordinate voting shares ("Subordinate Voting Shares") and multiple voting shares (the "Multiple Voting Shares") issued and outstanding, which excluded 0.5 million fully vested RSUs that are not contractually issuable until the earlier of a defined triggering event or the award anniversary date, either December 1, 2030, December 1, 2031 or December 1, 2032.
NOTE 8. INCOME TAXES
The following table summarizes the Company's income tax expense and effective tax rate for the periods presented:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| (Loss) income before provision for income taxes | $(383,396) | $38,904 | $(358,176) | $59,231 |
| Provision for income taxes | $21,967 | $54,720 | $43,826 | $107,184 |
| Effective tax rate | (6)% | 141% | (12)% | 181% |
The Company has computed its provision for income taxes based on the actual effective tax rate for the year, taking into consideration the April 23, 2026 Internal Revenue Service press release and Department of Justice Final Order reclassifying medical cannabis as a Schedule III substance under the Controlled Substances Act, as the Company believes this is the best estimate for the annual effective tax rate. The Company is subject to income taxes in the United States and Canada.
The difference between the effective tax rate for the six months ended June 30, 2026 and the federal statutory tax rate of 21% was primarily attributable to the nondeductible loss recognized on the Deconsolidation Transaction, which resulted in a tax effect of approximately $84.7 million, and interest recognized within income tax expense related to uncertain tax positions from prior years, which resulted in a tax effect of approximately $35.1 million. The remaining difference primarily reflects the impact of state and local income taxes, other nondeductible items, and discrete tax adjustments.
The difference between the effective tax rate for the six months ended June 30, 2025 and the federal statutory tax rate of 21% was primarily attributable to the recognition of $68.6 million of IRC Section 280E uncertain tax position liability as well as $21.6 million of interest recorded in income tax expense for uncertain tax positions. The remaining difference is attributable to state and local income taxes, nondeductible items, and other adjustments.
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.
The following table summarizes a reconciliation of the beginning and ending amount of unrecognized tax benefits for the periods presented:
| June 30, 2026 | ||
|---|---|---|
| Three Months Ended | Six Months Ended | |
| (in thousands) | ||
| Balance, beginning of period | $805,748 | $808,631 |
| Reductions based on tax positions related to the prior years | (6,165) | (8,912) |
| Reductions based on Deconsolidation Transaction | (150,119) | (150,119) |
| Reductions based on tax positions related to the current year | (39) | (175) |
| Balance, end of period | $649,425 | $649,425 |
The following table summarizes a reconciliation of the beginning and ending amount of uncertain tax position liabilities, net for the periods presented:
| June 30, 2026 | ||
|---|---|---|
| Three Months Ended | Six Months Ended | |
| (in thousands) | ||
| Balance, beginning of period | $696,391 | $668,375 |
| Reductions recognized as part of the Deconsolidation Transaction | (131,108) | (131,108) |
| Additions based on tax positions related to the prior years | 41 | 2,004 |
| Reclass tax payments on deposit | 12,932 | 23,780 |
| Interest recorded in income tax expense, net of reversals (1) | 19,931 | 35,136 |
| Balance, end of period (2) (3) | $598,187 | $598,187 |
(1) Amounts represent interest related to uncertain tax positions recognized during the respective periods and recorded as a component of income tax expense in the Condensed Consolidated Statements of Operations. The Company records accrued interest associated with uncertain tax positions, including those related to Internal Revenue Code ("IRC") Section 280E.
(2)The Company has taken a position that IRC Section 280E does not preclude it from deducting ordinary and necessary business expenditures on its tax return. Of the $598.2 million in uncertain tax position liabilities, net, $583.1 million is related to this tax position. The amount does not include $65.1 million of previous tax payments for which the Company has claimed overpayment related to this tax position.
(3) The ending balance includes accrued interest of $87.0 million as of June 30, 2026. Of the $87.0 million in accrued interest, $83.4 million relates to the Company's IRC Section 280E tax position.
The Company accounts for income taxes in accordance with ASC 740 and has evaluated recent federal regulatory developments concluding that its income tax positions related to state‑licensed medical operations meet the more‑likely‑than‑not recognition threshold specific to the 2026 taxable year; accordingly, no uncertain tax positions were recorded for medical cannabis activities in the three and six months ended June 30, 2026, as doing so would have caused the effective tax rate for the period to not be representative of the Company’s annual effective tax rate. The Company maintains its tax position based on legal interpretations that challenge the Company's tax liability under IRC Section 280E with regard to adult-use cannabis activities; however, such activities are not material to the Company’s condensed consolidated financial statements, and no uncertain tax positions were recorded for the current reporting period.
The Company recorded interest on uncertain tax positions totaling $19.9 million and $12.6 million for the three months ended June 30, 2026 and 2025, respectively, and $35.1 million and $21.6 million for the six months ended June 30, 2026 and 2025, respectively, to the provision for income taxes on the condensed consolidated statements of operations, which was primarily related to the tax positions based on legal interpretations that challenge the Company's tax liability under IRC Section 280E.
The Company and certain of its subsidiaries are currently under examination by the relevant taxing authorities for various tax years. Certain of these examinations include a review of the Company's tax positions based on legal interpretations that challenge the Company's tax liability under IRC Section 280E. The Company is no longer subject to examination by tax authorities for years before 2020.
In September 2025, the IRS issued Revenue Agent Reports proposing assessment of taxes, interest, and penalties for some of the Company's subsidiaries that were under audit. Trulieve has submitted protests to dispute those proposed liabilities before the IRS Independent Office of Appeals. As outlined in Item 1. 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 for tax years prior to 2026. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of June 30, 2026. The proposed tax and interest amounts were previously included in the Company's uncertain tax position liabilities; however, the total penalty amount proposed, approximately $38.1 million, is not included in the Company's uncertain tax position. The Company believes the proposed penalties are without merit and will contest them vigorously.
NOTE 9. VARIABLE INTEREST ENTITIES
The Company has entered into certain agreements in several states with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, and has determined these to be variable interest entities ("VIEs") for which it is the primary beneficiary and/or holds a controlling voting equity position. The Company consolidated these variable interest entities through June 3, 2026. In connection with the Deconsolidation Transaction described in Note 4. Disposition, the Company ceased to be the primary beneficiary of certain of these entities and deconsolidated them. Accordingly, the entities are not included in the Company's condensed consolidated balance sheet as of June 30, 2026. The Company's condensed consolidated results of operations include the operating results of these entities through the deconsolidation date.
As of June 30, 2026, the Company has one remaining consolidated VIE of which it holds an ownership interest of 49%. The table below presents the summarized assets and liabilities of the Company's consolidated VIEs as of the dates indicated. Amounts related to VIEs deconsolidated in connection with the Deconsolidation Transaction are not included as of June 30, 2026. The balances presented include only the assets and liabilities of the consolidated VIEs and exclude intercompany balances and transactions eliminated in consolidation.
| June 30,2026 | December 31,2025 | |
|---|---|---|
| (in thousands) | ||
| Current assets: | ||
| Cash | $— | $2,373 |
| Accounts receivable, net | — | 2,961 |
| Inventories | — | 5,822 |
| Prepaid expenses | 76 | 406 |
| Other current assets | — | 122 |
| Total current assets | 76 | 11,684 |
| Property and equipment, net | 416 | 11,835 |
| Intangible assets, net | — | 1,857 |
| Other assets | 457 | 394 |
| Total assets | $949 | $25,770 |
| Current liabilities: | ||
| Accounts payable and accrued liabilities | $— | $1,527 |
| Total current liabilities | — | 1,527 |
| Total liabilities | $— | $1,527 |
NOTE 10. RELATED PARTIES
In 2023, the Company entered into an agreement to rent an asset from an entity that is directly owned in part by the Company’s Chief Executive Officer and Chair of the Board of Directors. The expense related to the use of this asset was $0.1 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively, and recorded to selling, general, and administrative expenses on the condensed consolidated statements of operations.
The Company also leases a cultivation facility and corporate office facility from an entity that is indirectly owned by the Company's Chief Executive Officer and Chair of the Board of Directors, another member of the Board of Directors, and a former member of the Board of Directors.
The Company had the following related party operating leases on the condensed consolidated balance sheets, under ASC 842, as of:
| June 30,2026 | December 31,2025 | |
|---|---|---|
| (in thousands) | ||
| Right-of-use assets, net | $376 | $446 |
| Lease liabilities: | ||
| Lease liabilities - current portion | $168 | $159 |
| Lease liabilities | 237 | 323 |
| Total related parties lease liabilities | $405 | $482 |
Lease expense recognized on leases with related parties was $0.1 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively, and recorded to cost of goods sold and selling, general, and administrative expenses on the condensed consolidated statements of operations.
Pursuant to the MSA with Harvest, an affiliated VIE, the Company provides certain consulting, advisory, and administrative support services. The MSA provides for reimbursement of the Company’s costs incurred in providing such services, together with a fixed quarterly management fee. Revenue recognized under the MSA was approximately $1.7 million for the three and six months ended June 30, 2026 and is included within revenue in the condensed consolidated statements of operations. Management services receivables arising from these services were $22.9 million as of June 30, 2026 and are due within 15 days following quarter end. Transactions under the MSA are conducted pursuant to contractual terms approved by the parties and are intended to compensate the Company for services provided to Harvest. Each of the parties to the MSA has the ability to terminate the MSA at any time upon 90 days’ notice.
NOTE 11. DISCONTINUED OPERATIONS
As discussed in Note 4. Disposition, in connection with the Deconsolidation Transaction, all of the entities comprising the Company's historical discontinued operations were transferred to Harvest. Accordingly, the results of discontinued operations are included only through the Deconsolidation Transaction date, and no discontinued operations activity was recognized subsequent to June 3, 2026.
The following table summarizes the Company's loss from discontinued operations for the periods presented:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Expenses: | ||||
| Operating expenses | $460 | $754 | $1,170 | $1,512 |
| Gain on lease termination | — | (1,717) | (7) | (1,717) |
| Total (income) expenses | 460 | (963) | 1,163 | (205) |
| Income (loss) from operations | (460) | 963 | (1,163) | 205 |
| Other expense: | ||||
| Total other expense, net | (476) | (817) | (1,211) | (1,681) |
| Income (loss) before income taxes | (936) | 146 | (2,374) | (1,476) |
| Benefit (provision) for income taxes | 237 | (441) | 597 | (441) |
| Net loss from discontinued operations, net of tax benefit (provision) of $237, $(441), $597, and $(441), respectively, attributable to common shareholders | $(699) | $(295) | $(1,777) | $(1,917) |
NOTE 12. SUBSEQUENT EVENTS
The Company’s management evaluates subsequent events through the date of issuance of the condensed consolidated financial statements. There have been no subsequent events that occurred during such period that would require adjustment to or disclosure in the condensed consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.