Trulieve Cannabis Corp.

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 September 30, 2026, and the results of its operations and cash flows for the periods ended September 30, 2026 and 2025. The results of the Company's operations for the three and nine months ended September 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 5. 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 5. 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.

Domestication

On August 11, 2026, the Company completed its domestication from the Province of British Columbia, Canada to the State of Delaware. In connection with the Domestication, the Company’s Subordinate Voting Shares and Multiple Voting Shares were exchanged on aone-for-one basis for Class A Subordinate Voting Common Stock and Class B Multiple Voting Common Stock, respectively. Accordingly, effective August 11, 2026, the Company no longer presents its Class B Multiple Voting Common Stock on an as-converted basis in the condensed consolidated balance sheets and statements of shareholders’ equity. Additionally, prior period Multiple Voting Share amounts, which were previously presented on an as-converted basis, have been retrospectively adjusted in the condensed consolidated balance sheets and statements of shareholders’ equity to conform to the current-period presentation. This change had no effect on previously reported per share amounts in the condensed consolidated statements of operations.

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 nine-month period ended September 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.

Segment Reporting & Reporting Units

Management has determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. Specifically, performance is continuously monitored at the consolidated level as the Company is engaged in essentially the same business, which consists of cultivation, production, and sale of cannabis products for medicinal-use. The CODM evaluates the financial performance of the Company primarily by evaluating revenue (as disclosed on the condensed consolidated statements of operations), adjusted EBITDA (a non-GAAP measure), and cash provided by operating activities (as disclosed on the condensed consolidated statements of cash flows) to assess the Company's results and in the determination of allocating resources. The CODM may use disaggregated revenue metrics to evaluate product pricing, store count, and customer retention, among other things. Adjusted EBITDA and cash provided by operating activities are reviewed to assess allocation of resources. The significant expenses reviewed by the CODM are cost of goods sold, selling, general, and administrative expenses, disposal or impairment gains and losses, interest expense, interest income, and provision for income taxes, as presented on the condensed consolidated statements of operations.

Segment assets are reported on the condensed consolidated balance sheets as total assets, which includes $146.1 million of equity method investment, while capital expenditures for the reportable segment are reported on the condensed consolidated statements of cash flows as capital expenditures.

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. ACQUISITION

Connected Intellectual Property License Rights

On September 25, 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 a right of first refusal for exclusive licensing rights in additional markets.

The Company evaluated the transaction under ASC 805 Business Combinations, and determined that the acquired rights did not meet the definition of a business. Accordingly, the transaction was accounted for as an asset acquisition. The total acquisition cost of $40.4 million, consisting of the $40.0 million license fee and approximately $0.4 million of qualifying direct transaction costs, was recognized as an indefinite-lived trademark intangible asset representing the acquired intellectual property license rights.

See Note 7. Intangible Assets, for additional information. The asset is included in intangible assets, net on the condensed consolidated balance sheets.

NOTE 4. SUPPLEMENTARY FINANCIAL INFORMATION

Inventories

Inventories are comprised of the following as of:

Notes Receivable

The current portion of notes receivable is included in other current assets, and the long-term portion of notes receivable, along with the associated allowance for credit losses, is included in other assets on the condensed consolidated balance sheets.

The provision for credit losses is recorded to other income (expense), net on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2026, the Company didnot record any adjustments to the provision for credit losses. During the three and nine months ended September 30, 2025, the Company recorded an increase to the provision for credit losses of $1.5 million and $2.7 million, 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 roll forward 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:

Finance Leases

Future minimum lease payments under the Company's non-cancellable finance leases as of September 30, 2026 are as follows:

Fair Value Measurements

The fair values of financial instruments measured on a recurring basis by class are as follows as of:

(1) There were no transfers between hierarchy levels during the periods ended September 30, 2026 or December 31, 2025.

(2) Interest income from money market funds was $2.8 million and $4.2 million for the three months ended September 30, 2026 and 2025, respectively, and was $8.0 million and $10.5 million for the nine months ended September 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 (as defined below). The program is scheduled to expire on June 16, 2027. As of September 30, 2026, no shares had been repurchased under the program.

Share-Based Compensation

Stock Options

The following table summarizes the Company's stock option activity for the nine months ended September 30, 2026:

(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 nine months ended September 30, 2026:

(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 nine months ended September 30, 2026:

(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:

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, or the inability to obtain and/or maintain such registrations, licenses, and permits, 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 September 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 September 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 September 30, 2026 and December 31, 2025, based on the likelihood of approval of laws allowing for adult-use cannabis in Pennsylvania.

NOTE 5. 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 6. 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 recognizedno loss on deconsolidation during the three months ended September 30, 2026. The Company recognized a loss on deconsolidation of approximately $403.3 million during the nine months ended September 30, 2026, 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:

NOTE 6. 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 an 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 $6.4 million for the three months ended September 30, 2026, and approximately $9.7 million for the nine months ended September 30, 2026, which are presented within Equity in net loss of Harvest in the condensed consolidated statements of operations. As of September 30, 2026, the carrying amount of the Company’s equity method investment was approximately $146.1 million.

The purchase price allocation remains preliminary as Harvest completes its fair value assessments of acquired intangible assets, inventory, and property, plant and equipment. Measurement-period adjustments to these preliminary amounts may impact depreciation, amortization, cost of goods sold and other amounts recognized in the current and future periods.

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 nine months ended September 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 $167.3 million as of September 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 7. INTANGIBLE ASSETS

Intangible Assets

The Company's definite-lived and indefinite-lived intangible assets consisted of the following as of:

Amortization expense for definite-lived intangible assets was $9.8 million and $20.7 million for the three months ended September 30, 2026 and 2025, respectively, and $47.5 million and $62.6 million for the nine months ended September 30, 2026 and 2025, respectively. Amortization expense is recorded within depreciation and amortization on the condensed consolidated statements of operations.

The following table outlines the estimated future annual amortization expense related to definite-lived intangible assets as of September 30, 2026, for the period ending December 31, 2026, and for each of the next four years ending December 31, and thereafter:

NOTE 8. LONG-TERM BORROWINGS

Private Placement Notes

Private placement notes payable consisted of the following as of:

Notes Payable

Notes payable consisted of the following as of:

(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) On October 7, 2026, this mortgage note payable was repaid in full. See Note 15. Subsequent Events for additional information.

(4) Notes payable are subordinated to the private placement notes.

Construction Finance Liabilities

Total construction finance liabilities were $120.9 million and $136.2 million as of September 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 15.5 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 September 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 September 30, 2026, for the period ending December 31, 2026, and for each of the next four years ending December 31, and thereafter are as follows:

(1) On October 7, 2026, the Company repaid approximately $65.1 million of its outstanding mortgage notes payable. See Note 15. Subsequent Events for additional information.

NOTE 9. SHARE CAPITAL

On August 11, 2026 (the “Effective Date”), the Company completed its domestication from the Province of British Columbia, Canada, to the State of Delaware (the “Domestication”). In connection with the Domestication, the Company filed a Certificate of Domestication and Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware.

As part of the Domestication, the previously authorized, issued and outstanding subordinate voting shares of the Company (the “BC Subordinate Voting Shares”) and the multiple voting shares of the Company (the “BC Multiple Voting Shares”) were exchanged on the Effective Date for the applicable class of authorized, issued and outstanding shares of common stock, $0.0001 par value per share, of the Company (“Common Stock”) on aone-for-one basis, with each BC Subordinate Voting Share exchanged for one issued and outstanding share of Class A subordinate voting Common Stock (the “Subordinate Voting Shares”) and each BC Multiple Voting Share exchanged forone issued and outstanding share of Class B multiple voting Common Stock (the “Multiple Voting Shares”). The Certificate of Incorporation authorized share capital consisting of 5,000,000,000 shares of Subordinate Voting Shares,300,000 shares of Multiple Voting Shares, and 1,000,000,000 shares of preferred stock, par value of $0.0001 per share (the “Preferred Stock”).

The material rights and privileges of each class of the Company's share capital are as follows:

(i)Subordinate Voting Shares

Holders of the Subordinate Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled toone vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares.

(ii)Multiple Voting Shares

Holders of Multiple Voting Shares are entitled to notice of and to attend any meetings of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled toone vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (100 votes per Multiple Voting Share). The “Conversion Ratio” for Multiple Voting Shares is 100 Subordinate Voting Shares for each Multiple Voting Share, subject to adjustment in certain events, such as, among other things, share splits, share combinations and certain distributions. Holders of Multiple Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares.

No dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends on the Subordinate Voting Shares, with holders of Subordinate Voting Shares simultaneously receiving a dividend on each Subordinate Voting Share so held in an amount at least equal to (A) the dividend declared, paid or set aside per Multiple Voting Share divided by (B) the number of Subordinate Voting Shares issuable upon conversion of a Multiple Voting Share.

(iii)Preferred Stock

Except as otherwise required by the Delaware General Corporation Law (the “DGCL”), or as provided by the Board of Directors in a Preferred Stock certificate of designation filed pursuant to the DGCL for a particular series (a “Preferred Stock Designation”), the holders of record of Preferred Stock will not be entitled to vote at meetings of the stockholders of the Company; provided that the holders of Preferred Stock will be entitled to receive notice of (but not vote at) meetings of stockholders called for the purpose of authorizing the dissolution of the Company, or any merger, consolidation, sale, lease, transfer, exclusive license, or other disposition of all or substantially all the assets of the Company. Unless the Board of

Directors expressly provides otherwise in a Preferred Stock Designation, the holders of Preferred Stock will not be entitled to receive any dividends or other distributions from the Company. There wereno shares of Preferred Stock outstanding as of September 30, 2026.

NOTE 10. EARNINGS PER SHARE

The Company applies the two-class method of computing earnings per share in accordance with ASC 260 Earnings Per Share, which reflects the 100:1 conversion ratio of the Company’s Multiple Voting Shares into Subordinate Voting Shares. The following is areconciliation for the calculation of basic and diluted earnings per share for the periods presented:

(1) Potentially dilutive securities representing 1.7 million and 12.8 million shares of subordinate voting shares for the three and nine months ended September 30, 2026, respectively, and 13.9 million for the three and nine months ended September 30, 2025, were excluded from the computation of diluted earnings per share as their effect would have been antidilutive.

As of September 30, 2026, there were approximately 170.6 million of the Company's Subordinate Voting Shares and Multiple Voting Shares issued and outstanding, which excluded 0.4 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 11. INCOME TAXES

The following table summarizes the Company's income tax expense and effective tax rate for the periods presented:

The Company has computed its provision for income taxes based on the actual effective tax rate for the period, 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 three months ended September 30, 2026 and the federal, state, and local combined tax rate of approximately 26% was primarily attributable to interest recognized on uncertain tax positions from prior years, which resulted in a tax effect of approximately $17.9 million. The primary remaining difference is due to disallowable expenses including a loss associated with the Harvest investment.

The difference between the effective tax rate for the three months ended September 30, 2025 and thefederal, state, and local statutory tax rate of approximately 26% was primarily attributable to the recognition of $34.6 million of IRC Section 280E uncertain tax position liability as well as $13.8 million of interest recognized on uncertain tax positions. The primary remaining difference was due to nondeductible items.

The effective tax rate for the nine months ended September 30, 2026 was primarily impacted by the Company’s pre-tax loss, interest recognized on uncertain tax positions, and nondeductible expenses. The decrease in provision for income taxes 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.

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:

The following table summarizes a reconciliation of the beginning and ending amount of uncertain tax position liabilities, net for the periods presented:

(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. As outlined in "Part II, 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 Income Taxes ("ASC 740").

(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 $625.4 million in uncertain tax position liabilities, net, $610.0 million is related to this tax position. The amount does not include $55.8 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 $104.8 million as of September 30, 2026. Of the $104.8 million in accrued interest, $100.9 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 nine months ended September 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 $17.9 million and $13.8 million for the three months ended September 30, 2026 and 2025, respectively, and $53.0 million and $35.3 million for the nine months ended September 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 Part II, 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 September 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 12. 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 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 5. 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 September 30, 2026. The Company's condensed consolidated results of operations include the operating results of these entities through the deconsolidation date.

As of September 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 September 30, 2026. The balances presented include only the assets and liabilities of the consolidated VIEs and exclude intercompany balances and transactions eliminated in consolidation.

NOTE 13. 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 $0.2 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively, and $0.4 million and $0.2 million for the nine months ended September 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:

Lease expense recognized on operating leases with related parties for the three and nine months ended September 30, 2026 and 2025 are immaterial.

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 plus a 5% margin, together with a fixed quarterly management fee. Revenue recognized under the MSA was approximately $4.9 million for the three months ended September 30, 2026, and $6.6 million for the nine months ended September 30, 2026, and is included within revenue in the condensed consolidated statements of operations. Management services receivables arising from these services were $21.3 million as of September 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 14. DISCONTINUED OPERATIONS

As discussed in Note 5. 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:

NOTE 15. SUBSEQUENT EVENTS

On October 7, 2026, the Company repaid in full certain of its mortgage notes payable related to a mortgage on a property owned by the Company located in Jefferson County, Florida, and as described in Note 8. Long-Term Borrowings, originally due January 1, 2028 with an outstanding principal balance of approximately $65.1 million. In connection with the repayment, the associated interest rate swap was terminated.