Trulieve Cannabis Corp.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 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 2026-06-30; filed 2026-08-07.
0001754195-26-000069
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001754195-26-000089
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 127 previous paragraphs and 128 current paragraphs.
84 unchanged; 39 reworded; 3 added; 3 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
In September 2026, the Company entered into a license agreement ("License Agreement") with Connected International, Inc. (“Connected”), which includes, among other things, exclusive rights to use genetics, trademarks and proprietary know-how to cultivate, manufacture, market, and commercialize Alien Labs and Connected branded products in Florida and Texas. The licenses granted are perpetual, irrevocable, royalty-free and fully paid-up, subject to the terms of the License Agreement. The License Agreement provides Trulieve with the right of first refusal for exclusive licensing rights in additional markets and supports the expansion of Connected brands through additional products and geographies. The Company anticipates this planned product and geographic expansion to drive immediate revenue growth in these markets. The Company plans to introduce Alien Labs and Connected branded products in Texas, subject to final licensure and regulatory approvals.
Current report
In October 2026, the Company fully repaid $65.1 million of its mortgage note payable secured by a property owned by the Company in Jefferson County, Florida, originally due January 1, 2028.
Current report
In October 2026, the DEA published a list of all timely applications and all of the Company's applications were included. As part of the application process, the required DEA site inspections have been substantially completed. As of the date of this filing, we've received DEA registrations for substantially all of our dispensary locations.
Removed paragraphs (3)
Previous 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.
Previous 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.
Previous report
Loss on Deconsolidation Transaction
Reworded paragraphs (39)
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 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.
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 “Cautionary Note Regarding Forward-Looking Statements” 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. 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”.
Current wording
Trulieve Cannabis Corp. was incorporated under the laws of the State of Delaware in August 2026 following a redomestication from the jurisdiction of the Province of British Columbia, Canada. The Company’s shares of Class A subordinate voting common stock (the "Subordinate Voting Shares") are listed for trading on the New York Stock Exchange ("NYSE") under the symbol “TRLV”.
Previous 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.
Current wording
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
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.
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 nine months ended September 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 6. 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 and six months ended June 30, 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 nine months ended September 30, 2026 and 2025.
Previous wording
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 wording
Revenue for the three months ended September 30, 2026 was $230.2 million, a decrease of $58.0 million, from $288.2 million for the three months ended September 30, 2025. The decrease was primarily attributable to the Deconsolidation Transaction, which reduced current quarter consolidated revenue as compared to prior year quarter because Harvest's results were included in the prior year quarter but not in the current quarter. Excluding the impact of the Deconsolidation Transaction, revenue increased from the prior period driven primarily by revenue growth in Georgia and Pennsylvania.
Previous 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.
Current wording
Cost of goods sold for the three months ended September 30, 2026 was $82.2 million, a decrease of $36.1 million from $118.3 million for the three months ended September 30, 2025. Cost of goods sold as a percentage of revenue was 35.7% for the three months ended September 30, 2026 as compared to 41.1% for the three months ended September 30, 2025. Gross profit for the three months ended September 30, 2026 was $148.0 million, a decrease of $21.8 million from $169.9 million for the three months ended September 30, 2025. Gross profit as a percentage of revenue was 64.3% for the three months ended September 30, 2026 as compared to 58.9% for the three months ended September 30, 2025. Cost of goods sold and gross profit decreased primarily as a result of the Deconsolidation Transaction. Gross profit as a percentage of revenue increased due to the remaining market mix as a result of the Deconsolidation Transaction. 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 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.
Current wording
Selling, general, and administrative expense for the three months ended September 30, 2026 was $87.8 million, a decrease of $11.2 million from $99.0 million for the three months ended September 30, 2025. Selling, general, and administrative expense as a percentage of revenues was 38.2% for the three months ended September 30, 2026, compared to 34.4% for the three months ended September 30, 2025. Selling, general, and administrative expense decreased primarily as a result of the Deconsolidation Transaction. Selling, general, and administrative expense as a percentage of revenue increased primarily as a result of market mix, and lower revenue to absorb overhead and public company costs as a result of the Deconsolidation Transaction.
Previous wording
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 wording
Depreciation and amortization expense for the three months ended September 30, 2026 was $17.7 million, a decrease of $11.7 million from $29.5 million for the three months ended September 30, 2025. The decrease is primarily attributable to the Deconsolidation Transaction.
Previous wording
Loss (gain) on disposal or impairment of assets
Current wording
Gain on disposal or impairment of assets
Previous 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.
Current wording
Gain on disposal or impairment of assets was less than $0.1 million for the three months ended September 30, 2026 compared to $0.9 million for the three months ended September 30, 2025.
Previous 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.
Current wording
Interest expense, net for the three months ended September 30, 2026 was $12.0 million, a decrease of $4.1 million from $16.1 million for the three months ended September 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 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.
Current wording
Interest income for the three months ended September 30, 2026 was $2.8 million, a decrease of $1.6 million from $4.4 million for the three months ended September 30, 2025.
Previous wording
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 wording
Equity in net loss of Harvest forthe three months ended September 30, 2026 was $6.4 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.
Previous 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.
Current wording
Other income, net for the three months ended September 30, 2026 was $0.1 million, a change of $1.4 million from other expense of $1.2 million for the three months ended September 30, 2025.
Previous 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.
Current wording
The provision for income taxes for the three months ended September 30, 2026 was $26.3 million, a decrease of $26.8 million from $53.0 million for the three months ended September 30, 2025. The provision for income taxes as a percentage of gross profit was 17.7% for the three months ended September 30, 2026, compared to 31.2% for the three months ended September 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
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 wording
Revenue for the nine months ended September 30, 2026 was $787.9 million, a decrease of $100.1 million from $888.0 million for the nine months ended September 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 Georgia, and revenue growth in Ohio through the Deconsolidation Transaction date. Revenue trends improved sequentially through the third quarter of 2026 following a softer start to the year, partially reflecting the benefit of operational improvements implemented during the year.
Previous wording
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 wording
Cost of goods sold for the nine months ended September 30, 2026 was $307.5 million, a decrease of $44.5 million from $352.0 million for the nine months ended September 30, 2025. Cost of goods as a percentage of revenues was 39.0% for the nine months ended September 30, 2026 compared to 39.6% for the nine months ended September 30, 2025. Gross profit for the nine months ended September 30, 2026 was $480.4 million, a decrease of $55.6 million from $536.0 million for the nine months ended September 30, 2025. Gross profit as a percentage of revenue was 61.0% for the nine months ended September 30, 2026 as compared to 60.4% for the nine months ended September 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 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 wording
Selling, general, and administrative expense for the nine months ended September 30, 2026 was $294.5 million, a decrease of $24.4 million from $318.9 million for the nine months ended September 30, 2025. Selling, general, and administrative expense as a percentage of revenue was 37.4% for the nine months ended September 30, 2026, compared to 35.9% for the nine months ended September 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.
Previous wording
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 wording
Depreciation and amortization expense for the nine months ended September 30, 2026 was $73.2 million, a decrease of $15.0 million from $88.2 million for the nine months ended September 30, 2025. The decrease is primarily attributable to the Deconsolidation Transaction.
Previous wording
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 wording
Loss on disposal or impairment of assets for the nine months ended September 30, 2026 was $1.7 million compared to $0.7 million for the nine months ended September 30, 2025.
Previous wording
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 wording
Loss on deconsolidation transaction expense forthe nine months ended September 30, 2026 was $403.3 million and was attributable to the Deconsolidation Transaction completed during the second quarter of 2026. 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 5. Disposition.
Previous wording
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 wording
Interest expense, net for the nine months ended September 30, 2026 was $38.1 million, a decrease of $10.7 million from $48.8 million for the nine months ended September 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 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 wording
Interest income for the nine months ended September 30, 2026 was $8.6 million, a decrease of $2.5 million from $11.1 million for the nine months ended September 30, 2025.
Previous wording
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 wording
Equity in net loss of Harvest forthe nine months ended September 30, 2026 was $9.7 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.
Previous wording
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 wording
Other income, net for the nine months ended September 30, 2026 was $0.4 million, compared to other expense, net of $2.0 million for the nine months ended September 30, 2025.
Previous wording
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.
Current wording
The provision for income taxes for the nine months ended September 30, 2026 was $70.1 million, a decrease of $90.1 million from $160.2 million for the nine months ended September 30, 2025. The provision for income taxes as a percentage of gross profit was 14.6% for the nine months ended September 30, 2026, compared to 29.9% for the nine months ended September 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.
Previous wording
Our management uses a financial measure that is not in accordance with generally accepted accounting principles in the U.S., or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. This non-GAAP financial measure should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. EBITDA is calculated as net loss before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net loss before net interest expense, interest income, provision for income taxes and depreciation and amortization, which is then adjusted for 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.
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. Adjusted EBITDA is not a measure of liquidity, cash generated by the Company, or cash available for discretionary expenditures.
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 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.
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 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 items that may otherwise distort the GAAP net income (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 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”.
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 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”.
Previous 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.
Current wording
Adjusted EBITDA for the three months ended September 30, 2026 was $89.2 million, a decrease of $13.5 million from $102.7 million for the three months ended September 30, 2025, primarily driven by lower revenue primarily resulting from the Deconsolidation Transaction.
Previous wording
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.
Current wording
Adjusted EBITDA for the nine months ended September 30, 2026 was $287.6 million, a decrease of $34.9 million from $322.5 million for the nine months ended September 30, 2025, primarily driven by lower revenue primarily resulting from the Deconsolidation Transaction.
Previous wording
The following table presents a reconciliation of net 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 income (loss) attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:
Previous 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:
Current wording
As of September 30, 2026, cash and cash equivalents were $326.7 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 $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.
Current wording
Net cash provided by operating activities was $183.3 million for the nine months ended September 30, 2026, a decrease of $30.3 million compared to $213.6 million of net cash provided by operating activities for the nine months ended September 30, 2025. The decrease was driven primarily by the decrease in revenue due to the deconsolidation of Harvest as compared to the prior period.
Previous 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.
Current wording
Net cash used in investing activities was $156.8 million for the nine months ended September 30, 2026, compared to the $19.4 million in net cash provided by investing activities for the nine months ended September 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 and cash used to acquire a trademark intangible asset.
Previous 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.
Current wording
Net cash provided by financing activities was $44.7 million for the nine months ended September 30, 2026, a change of $59.8 million, compared to $15.1 million net cash used in financing activities for the nine months ended September 30, 2025. The change was primarily driven by proceeds received from a debt issuance in the first quarter of 2026.
Previous wording
As of June 30, 2026 and December 31, 2025, substantially all of our condensed consolidated balance sheet is exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. On April 23, 2026, the DOJ announced the finalization of the rescheduling of medical marijuana under the CSA from Schedule I to Schedule III. As a result of the rescheduling, certain federal tax, regulatory, and research restrictions applicable to Schedule I substances no longer apply to medical marijuana. The DOJ announcement also provided state-legal medical marijuana businesses an expedited process for registration with the DEA. The Company has applied for DEA licenses in Florida, Pennsylvania, Georgia and West Virginia, with the expected effect that the Company’s operations in those medical-only states are federally legal. We believe our operations are in material compliance with all applicable federal, state and local laws, regulations, and licensing requirements in the states in which we operate.
Current wording
As of September 30, 2026 and December 31, 2025, substantially all of our condensed consolidated balance sheet is exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. On April 23, 2026, the DOJ announced the finalization of the rescheduling of medical marijuana under the CSA from Schedule I to Schedule III. As a result of the rescheduling, certain federal tax, regulatory, and research restrictions applicable to Schedule I substances no longer apply to medical marijuana. The DOJ announcement also provided state-legal medical marijuana businesses an expedited process for registration with the DEA. The Company has applied for DEA licenses in Florida, Pennsylvania, Georgia and West Virginia, with the expected effect that the Company’s operations in those medical-only states are federally legal. As of the date of this filing, we've received DEA registrations for substantially all of our dispensary locations. We believe our operations are in material compliance with all applicable federal, state and local laws, regulations, and licensing requirements in the states in which we operate.
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 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.
Current wording
For information on our commitments for finance leases, financing arrangements, claims and litigation, contingencies, and other obligations, see Note 4. Supplementary Financial Information, Note 8. Long-Term Borrowings, and Note 11. Income Taxes in Part I. Item 1 of this Quarterly Report. Other than the $43.0 million decrease in our uncertain tax position liabilities, and the $3.1 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 (2)
Current report — wording carried from elsewhere
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 Administration ("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 pending. In October 2026, the DEA published a list of all timely applications and all of the Company's applications were included. As part of the application process, the required DEA site inspections have been substantially completed. As of the date of this filing, we've received DEA registrations for substantially all of our dispensary locations.
Current report — wording carried from elsewhere
EBITDA is calculated as net income (loss) attributable to common shareholders before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net income (loss) attributable to common shareholders before net interest expense, interest income, provision for income taxes and depreciation and amortization, which is then adjusted for certain contributions, such as cash expenditures related to campaign and political initiatives, items that we do not believe represent the operations of the core business such as cash and non-cash acquisition, disposition and specified transaction costs and certain other cash and non-cash 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. Some of the items added back to, or removed from, adjusted EBITDA have occurred in prior periods and may occur in future periods.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.