10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

FORM 10-K

______________________________________________________

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                   TO

Commission File Number 000-56248

______________________________________________________

TRULIEVE CANNABIS CORP.

(Exact name of Registrant as specified in its Charter)

British Columbia	84-2231905
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6749 Ben Bostic Road Quincy, FL	32351
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (850) 480-7955

______________________________________________________

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: Subordinate Voting Shares, no par value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the Subordinate Voting Shares, and Multiple Voting Shares and Super Voting Shares (on an as converted basis, based on the closing price of these shares on the Canadian Securities Exchange) on June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, held by non-affiliates was $845,917,024.

As of February 22, 2024, there were 160,052,094 Subordinate Voting Shares, 26,226,386 Multiple Voting Shares (on an as converted basis) and zero Super Voting Shares (on an as converted basis) outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”). The 2024 Proxy Statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after December 31, 2023, the end of the registrant’s fiscal year.

Table of Contents

Table of Contents

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	30
Item 1C.	Cybersecurity	31
Item 2.	Properties	32
Item 3.	Legal Proceedings	32
Item 4.	Mine Safety Disclosures	32
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
Item 6.	[Reserved]	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 8.	Financial Statements and Supplementary Data	53
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	53
Item 9A.	Controls and Procedures	54
Item 9B.	Other Information	55
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	55
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	56
Item 11.	Executive Compensation	56
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56
Item 13.	Certain Relationships and Related Transactions, and Director Independence	56
Item 14.	Principal Accounting Fees and Services	56
PART IV
Item 15.	Exhibits, Financial Statement Schedules	57
Item 16	Form 10-K Summary	61

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Any statements contained in this Annual Report on Form 10-K that are not statements of historical facts may be deemed to be forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations and future growth prospects. The forward-looking statements contained herein are based on certain key expectations and assumptions, including, but not limited to, with respect to expectations and assumptions concerning receipt and/or maintenance of required licenses and third party consents and the success of our operations, are based on estimates prepared by us using data from publicly available governmental sources, as well as from market research and industry analysis, and on assumptions based on data and knowledge of this industry that we believe to be reasonable. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Annual Report on Form 10-K may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and discussed elsewhere in this Annual Report on Form 10-K. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Annual Report on Form 10-K.

Use of Names

In this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” “Corporation” or “Trulieve” refer to Trulieve Cannabis Corp. together with its owned subsidiaries and indirectly owned subsidiaries in which we consolidate.

Currency

Unless otherwise indicated, all references to “$” or “US$” in this document refer to United States dollars, and all references to “C$” refer to Canadian dollars.

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PART I

Item 1. Business.

Overview

Trulieve Cannabis Corp. is a reporting issuer in the United States and Canada. The Company’s Subordinate Voting Shares (as hereinafter defined) are listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol “TRUL” and are also traded in the United States on the OTCQX Best Market (“OTCQX”) under the symbol “TCNNF”.

Trulieve is a vertically integrated cannabis company and multi-state operator which currently holds licenses to operate in nine states. Headquartered in Quincy, Florida, we are the largest cannabis retailer in the United States with market leading retail operations in Arizona, Florida, Georgia, Pennsylvania, and West Virginia. We are committed to delivering exceptional customer experiences through elevated service and high-quality branded products. We aim to be the brand of choice for medical and adult-use customers in all of the markets that we serve. The Company operates in highly regulated markets that require expertise in cultivation, manufacturing, and retail. We have developed proficiencies in each of these functional areas and are passionate about expanding access to regulated cannabis products through advocacy, education and expansion of our distribution network.

All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio, have already or are in the process of developing and launching programs permitting the commercialization of adult-use cannabis products. Trulieve operates its business through its directly and indirectly owned subsidiaries that hold licenses and have entered into managed service agreements in the states in which they operate.

As of December 31, 2023, the Company operated the following:

State	Number of Dispensaries	Number of Cultivation and Processing Facilities
Florida	131	6
Arizona	21	3
Pennsylvania	20	3
West Virginia	10	1
Georgia	5	1
Maryland	3	1
Ohio	1	—
Connecticut	1	—
Colorado	—	1
Total	192	16

Regional Hub Structure

Trulieve’s production, retail and distribution areas are organized into regional hubs whereby teams and assets are aggregated in order to effectively pair national structure and support with localized operations tailored to each market. Trulieve has established cannabis operations in three hubs: Southeast, Northeast, and Southwest. Each of our three regional hubs are anchored by market leading positions in cornerstone states of Florida, Pennsylvania, and Arizona.

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In Florida and Georgia, Trulieve cultivates, processes, and manufactures all cannabis products sold in our dispensaries. In other markets including Arizona, Maryland, Pennsylvania, and West Virginia, we have achieved varying percentages of vertical integration with cultivation and processing operations to support our retail and wholesale businesses. Our investments in vertically integrated operations in several of our markets afford us ownership of the entire supply chain, which mitigates third-party risks and allows us to completely control product quality and brand experience. Trulieve employs an in-house quality team as well as testing laboratories in select markets, both of which allow us to more tightly control product quality.

Cultivation and Manufacturing of Cannabis Products

Trulieve produces high quality cannabis flower for direct consumption and uses a variety of processes to transform high-quality biomass into products sold through our retail and wholesale distribution network. With a focus on replicable, scalable operations, we have developed design standards, standard operating procedures, and training protocols that are employed across cultivation sites to achieve a high level of consistency and quality. The modular nature of our standard designs enables quick and incremental additions to capacity where appropriate. In Florida where demand is high enough to support larger scale production, our recently ramped state-of-the-art 750,000 square foot indoor cultivation facility affords us greater flexibility for pricing, promotional cadence, and assortment in the Florida market by enabling production of high potency and high quality products at lower costs.

We utilize various extraction techniques including supercritical ethanol extraction, carbon dioxide extraction, hydrocarbon extraction, and mechanical separation. We have invested in light hydrocarbon extraction processes, allowing for concentrates that preserve the natural ratios of cannabinoids, terpenes, and other target compounds to better replicate the flower experience. Light hydrocarbon extraction also offers the benefit of greater extraction yields in many cases. In addition, we own CO2 extraction, distillation, purification and manufacturing technology used to produce a line of cannabis topicals and vapes featuring cannabinoids.

Distribution of Branded Product through Branded Retail

Distribution of branded products through our branded retail locations is a core driver of our long-term strategy. We have developed and acquired a curated portfolio of our own branded retail products that we cultivate, manufacture and distribute throughout our branded retail locations. By providing customers with consistent high-quality products and outstanding experiences we aim to garner a large and loyal customer base across our distribution network.

Trulieve brands include premium tier brands Avenue, Cultivar Collection, and Muse; mid-tier brands Modern Flower, Alchemy, Momenta, and Sweet Talk, and value tier brands Co2lors, Loveli, Roll One, and Trekkers. Established relationships with brand partners allow for the sale of partner branded products in select markets and retail locations, providing our customers with access to greater variety and specialty brands. Brand partnerships include arrangements with Alien Labs, Bellamy Brothers, Binske, Black Tuna, Blue River, Connected, DeLisioso, Khalifa Kush, Love’s Oven, Miami Mango, Moxie, Seed Junky, SLANG, and Sunshine Cannabis.

Customer Experience

Since inception, Trulieve has prioritized creating exceptional customer experiences, developing the business to center around the Trulieve philosophy of “Customers First”. This customer centric approach permeates our culture and informs strategic decision making.

Our goal is to foster brand loyalty by providing customers with industry-leading branded products and superior service in an appealing, approachable setting. We accomplish this by creating and reinforcing positive customer experiences across the entire customer journey. We employ and continuously refine numerous training programs to provide our associates with the resources they need to deliver outstanding customer experiences across the entire Trulieve platform. We offer specialized management training and incentives to reward positive outcomes so there is continuous reinforcement of customer experience best practices.

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Marketing

Trulieve’s marketing strategies are tailored to address the unique attributes of the markets in which we operate. Generally, in markets where we serve medical patients, our messaging centers around education and outreach for physicians and medical patients. Our educational materials are designed to help physicians understand cannabinoid science, the high standards pursuant to which our plants are cultivated, the processes required for regulatory compliance, and how our products provide relief for their patients. Patients primarily learn about us through their physicians, patient-centric community events, and digital marketing. We regularly participate in outreach and community events. An engaged audience is captured through our digital content marketing and via multiple popular social media platforms.

We regularly engage with various communities who may benefit from cannabis, such as veterans, seniors, organizations that serve qualifying populations, and various health and wellness groups. Search engine optimization of our website also captures potential customers researching the benefits of cannabis, which offers another pathway to informative materials about cannabis, our products and how to legally access them.

In adult-use markets, marketing efforts aim to attract customers with varying levels of awareness of cannabis and Trulieve. We continue to delineate and refine our understanding of various customer personas, which factors such as location, products and pricing attract and retain customers, and which incentives are effective in driving specific outcomes. Connecting with a broader audience requires different strategies that inspire, tap into relevant cultural moments in their lives, build community as well as educate customers on our products’ uniqueness versus our competitors.

We understand each consumer has unique communication preferences and capabilities. As such, we engage with customers and physicians through a variety of methods including email, text, social media and online chat. In select markets we offer various purchase options, including phone ordering, online ordering, home delivery, and in-store. As Trulieve continues to expand, we are working to deploy a standardized loyalty program to serve all markets as appropriate within existing regulatory frameworks.

Investments in Infrastructure and Technology Platforms

We have made significant investments in developing and deploying technology and data platforms designed to support scaled operations and growth in customers served and units sold. Through our customer data platform, we are able to collect and analyze data to discern customer preferences, patterns, and trends which inform our production mix, product allocation, promotional strategies and targeted outreach. Investments in our enterprise grade platforms enable greater sophistication across production, retail, and wholesale operations and numerous support functions including accounting and finance, human resources, legal and compliance. We believe infrastructure and data capabilities are prerequisites for long term success in an increasingly competitive and integrated commerce environment.

History of the Company

Trulieve Cannabis Corp. (formerly Schyan Exploration Inc.) was incorporated under the Business Corporations Act (Ontario) on September 17, 1940. It changed its name from “Bandolac Mining Corporation” to “Schyan Exploration Inc. / Exploration Schyan Inc.” on October 29, 2008.

On September 19, 2018, in connection with the Transaction (as defined below), Schyan Exploration Inc. / Exploration Schyan Inc. filed Articles of Amendment under the Business Corporations Act (Ontario) to (i) effect the name change from “Schyan Exploration Inc. / Exploration Schyan Inc.” to “Trulieve Cannabis Corp.”, (ii) re-designate all of the then issued and outstanding common shares of the Company into Subordinate Voting Shares, on the basis that each one issued and outstanding common share was re-designated into one Subordinate Voting Share, and (iii) increase the authorized capital of the Company by creating two new classes of shares, an unlimited number of Super Voting Shares and an unlimited number of Multiple Voting Shares.

On September 19, 2018, in connection with the Transaction, Trulieve Cannabis Corp. continued into the Province of British Columbia as a corporation under the Business Corporations Act (British Columbia) and consolidated its issued and outstanding Subordinate Voting Shares on the basis of one post-consolidation share for every 80.94486 pre-consolidation shares.

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On September 21, 2018, Trulieve Cannabis Corp. completed the Transaction and acquired all of the securities of Trulieve US (as defined below) by way of a plan of merger. Pursuant to the Transaction, a wholly-owned subsidiary of Trulieve Cannabis Corp. created to effect the Transaction merged with and into Trulieve US and Trulieve US became a wholly-owned subsidiary of Trulieve Cannabis Corp. In addition and in connection with the Transaction, 10,927,500 issued and outstanding subscription receipts of Trulieve US were exchanged for 10,927,500 Subordinate Voting Shares (3,573,450 of which Subordinate Voting Shares were immediately converted into 35,734.50 Multiple Voting Shares), 548,446 broker warrants of Trulieve US were exchanged for 548,446 broker warrants to purchase Subordinate Voting Shares at an exercise price of C$6.00, and 8,784,872 compensation warrants of Trulieve US were exchanged for 8,784,872 compensation warrants to purchase Subordinate Voting Shares at an exercise price of C$6.00. As a result of the Transaction, Trulieve Cannabis Corp. met the CSE listing requirements and the Subordinate Voting Shares commenced trading on the CSE under the symbol “TRUL” on September 25, 2018.

The Transaction

On September 11, 2018, Trulieve Cannabis Corp., Trulieve US and Schyan Sub, Inc., or Subco, a wholly-owned subsidiary of Trulieve Cannabis Corp., entered into a merger agreement to affect a transaction, or the Transaction, whereby Trulieve US and Subco merged, and Trulieve US became a wholly-owned subsidiary of Trulieve Cannabis Corp.

At the annual and special meeting of shareholders held on August 15, 2018 and in connection with the Transaction, Trulieve Cannabis Corp. (formerly Schyan Exploration Inc.) received approval to continue into the jurisdiction of British Columbia. Trulieve Cannabis Corp. filed articles of continuance pursuant to the Business Corporations Act (British Columbia) and completed the continuance on September 19, 2018. Trulieve Cannabis Corp. filed articles of amendment on September 19, 2018 for the amendment to its articles providing for the re-designation of its common shares as Subordinate Voting Shares and to create a class of Multiple Voting Shares and Super Voting Shares on completion of the Transaction. The articles of amendment filed on September 19, 2018 also changed the Company’s name to “Trulieve Cannabis Corp.” (from Schyan Exploration Inc.).

In connection with the Transaction, Trulieve Cannabis Corp. consolidated its existing common shares on the basis of one Subordinate Voting Share for each 80.94486 existing common shares.

Prior to the Transaction, Trulieve US completed a brokered and a non-brokered subscription receipt financing, or SR Offering, at a price of C$6.00 per subscription receipt for aggregate gross proceeds of approximately C$65 million.

Holders of the subscription receipts that participated in the SR Offering on a non-brokered basis and whom were residents of the United States agreed to exchange the Subordinate Voting Shares issued to such holders on exercise of the subscription receipts for Multiple Voting Shares on the basis of one Multiple Voting Share for each 100 Subordinate Voting Shares.

In connection with the Transaction and pursuant to the SR Offering, a total of 7,554,050 Subordinate Voting Shares, 170,102.50 Multiple Voting Shares and 852,466 Super Voting Shares were issued and outstanding after completion of the Transaction, including Subordinate Voting Shares and Multiple Voting Shares issued to former holders of the subscription receipts issued in the SR Offering. Each Super Voting Share is convertible into Multiple Voting Shares at the option of the holder or upon certain triggering events. Each Multiple Voting Share, including those issued upon conversion of the Super Voting Shares, is convertible into 100 Subordinate Voting Shares at the option of the holder or upon certain triggering events.

The Subordinate Voting Shares trade on the Canadian Securities Exchange under the symbol “TRUL” and trade on the OTCQX Best Market under the symbol “TCNNF”.

Trulieve Cannabis Corp. (formerly Schyan Exploration Inc.) had no active business operations leading up to completion of the Transaction. In connection with the Transaction, it disposed of a mineral exploration property eight kilometers northeast of the town of Cadillac, Quebec.

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Trulieve US was incorporated as a Georgia corporation under the name “George Hackney, Inc.” on January 25, 1990. On June 11, 2018, Trulieve US domesticated to Florida with the Florida Division of Corporations pursuant to Florida Statute 607.1801. On July 18, 2018, Trulieve US changed its name to “Trulieve, Inc.” On August 27, 2018, Trulieve US increased its authorized share capital to 25,000,000 shares of common stock and 20,000 shares of preferred stock with a par value of $0.001 per share. On September 11, 2018, Trulieve US approved a reclassification of the issued and outstanding share capital of Trulieve US whereby each issued and outstanding share of common stock was split and became 150 shares of common stock such that there were 986,835 shares of common stock of Trulieve US issued and outstanding prior to the closing of the Transaction.

Hackney Nursery, a predecessor to Trulieve US, has been registered as a nursery in the State of Florida since June 2, 1981. On November 23, 2015, Trulieve US was awarded a license to operate in the State of Florida as a Medical Marijuana Dispensing Organization. Trulieve US filed a fictitious name application with the Florida Division of Corporations for the name “Trulieve” on March 20, 2016 and changed its name to “Trulieve, Inc.” on July 18, 2018. Pursuant to current law, Trulieve US is now a Medical Marijuana Treatment Center in the State of Florida. Trulieve US is licensed to produce and sell medical cannabis in the State of Florida through the Florida Department of Health, Office of Medical Marijuana Use. The Department issued a license to Trulieve US on November 23, 2015.

Competitive Conditions and Position

The markets in which we operate are highly competitive markets with relatively high barriers to entry given the licensed nature of the cannabis industry. See “—Regulatory Overview” below for additional information regarding the impact of regulation on our business. Trulieve competes directly with cannabis producers and retailers within single-state operating markets, as well as those that operate across several U.S. state markets.

The vast majority of both manufacturing and retail competitors in our markets consist of localized or regional businesses with operations in a single state market. Other multi-state cannabis operators compete directly in several of our operating markets. Aside from this direct competition, out-of-state operators that are capitalized well enough to enter those markets through acquisitions are also part of the competitive landscape. Similarly, as we execute on our regional hub strategy and expand across the U.S., operators in our future state markets will inevitably become direct competitors. Increased competition by larger and better financed competitors could materially affect our business, financial condition and results of operations.

We face additional competition from new entrants. If the number of consumers of medical and adult-use cannabis in our markets increases, the demand for products will increase and we expect that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. We expect to continue to invest in several areas, including customer experience, product innovation, scaled production, marketing and branding, and distribution network expansion. Trulieve may not have sufficient resources to maintain investments on a competitive basis, which could materially and adversely affect our business, financial condition and results of operations. The management team monitors developments in the fast-paced cannabis industry and adjacent industries to help us remain competitive.

We also compete indirectly with operators in the illicit market for cannabis and manufacturers and retailers of intoxicating hemp products.

See Item 1A—“Risk Factors” with respect to competition.

Seasonality

Our business operates year-round. Operations and sales trends in select markets where we operate do follow seasonal trends with various times of the year providing an opportunity for outdoor cultivation, seasonal impacts on sales in summer and winter months in markets in the Southwest and Northeast and promotional activity increases around specific industry and holiday events including 4/20, 7/10, and Green Wednesday (the Wednesday before Thanksgiving).

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Recent Developments

On January 1, 2024, Wes Getman joined the Company as Chief Financial Officer. Mr. Getman has over 25 years of finance & accounting experience serving middle-market, private-equity backed and public companies. Prior to joining the Company, Mr. Getman served as Partner, Advisory at WilliamsMarston, LLC. Mr. Getman previously served as the Vice President of Accounting & Finance at Blue Bird Corporation (Nasdaq: BLBD), a billion dollar North American manufacturer, from 2015-2020. In addition, Mr. Getman spent 16 years in public accounting at PwC, RSM, and Grant Thornton where he was a partner at the last two firms. Mr. Getman received his Bachelor of Science in Management from the State University of New York at Geneseo and his MBA from the Simon School at the University of Rochester.

On January 29, 2024, Marie Zhang joined the Company as Chief Operating Officer. Ms. Zhang has over 25 years’ experience in operational roles for private and public companies. Prior to joining the Company, from March 2020 through January 2024, Ms. Zhang served as the Chief Supply Chain Officer for Blaze Pizza, LLC and from July 2015 to March 2020, she served as the Global Vice President Supply Chain for FOCUS Brands LLC. Previously, Ms. Zhang served as Chief Supply Chain Officer for Yum! Brands (NYSE: YUM) from February 2013 to July 2015, Vice President Supply Chain at The Honey Baked Ham Company, LLC from February 2004 to February 2013 and as Director – Research & Development, Food Safety and Quality Assurance at Conagra Brands, Inc. (NYSE: CAG) from January 1997 to February 2004. Ms. Zhang received her Bachelor of Science in Chemistry from Jilin University and a Masters Degree in Food Science and Technology from Iowa State University.

REGULATORY OVERVIEW

In accordance with the Canadian Securities Administrators Staff Notice 51-352 (Revised) dated February 8, 2018 – Issuers with U.S. Cannabis-Related Activities (“Staff Notice 51-352”), below is a discussion of the federal and state-level United States regulatory bodies in those jurisdictions where the Company is currently directly involved, through its subsidiaries, in the cannabis industry. In accordance with Staff Notice 51-352, the Company will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and the same will be supplemented and amended to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding cannabis regulation.

Federal Regulation of Cannabis in the United States

The United States federal government regulates drugs in large part through the Controlled Substances Act or CSA. Cannabis, which refers to certain parts and derivatives of the cannabis plant, is classified as a Schedule I controlled substance. As a Schedule I controlled substance, the federal Drug Enforcement Agency, or DEA, considers cannabis to have a high potential for abuse, no currently accepted medical use in treatment in the United States, and a lack of accepted safety for use of the drug under medical supervision. Under federal law, cannabis and cannabis related products having a concentration of delta-9 tetrahydrocannabinol, or THC, of more than 0.3% is cannabis. Cannabis with a THC content 0.3% or less is classified as hemp. The scheduling of cannabis as a Schedule I controlled substance is inconsistent with the US Department of Health and Human Services (HHS) recent recommendation to reclassify cannabis to Schedule III based on its conclusion that it has medical use in treatment in the United States and a lower potential for abuse than drugs in Schedule I and Schedule II. Moreover, as of December 31, 2023, despite the conflict with U.S. federal law, nearly all states and Puerto Rico have legalized cannabis for medical use. Cannabis is legal for adult-use in 24 states plus the District of Columbia, Guam, the Commonwealth of the Northern Mariana Islands, and the U.S. Virgin Islands.

Cannabis is primarily regulated at the state level in the United States. Although certain states and territories of the United States authorize medical or adult-use cannabis production and distribution by licensed or registered entities, under United States federal law, the possession, use, cultivation, and transfer of cannabis is illegal. Although our activities are compliant with the applicable state and local laws in those states where we maintain such licenses, strict compliance with state and local laws with respect to cannabis may neither absolve us of liability under United States federal law nor provide a defense to any federal criminal action that may be brought against us.

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Beginning in 2009, the federal government attempted to provide clarity on the incongruity between federal law and these state-legal regulatory frameworks through a series of Department of Justice (DOJ) memoranda stating it would not be a priority to prosecute cannabis activity compliant with state medical cannabis laws and that did not implicate certain federal enforcement priorities. The most notable of this guidance came in the form of a memorandum issued by former U.S. Deputy Attorney General James Cole on August 29, 2013, commonly referred to as the Cole Memorandum. The Cole Memorandum offered guidance to federal agencies on how to prioritize civil enforcement, criminal investigations, and prosecutions regarding cannabis in all states and quickly set a standard with which cannabis-related businesses would comply. In sum, the Cole Memorandum stated the DOJ’s prosecution priorities would be aimed at preventing the distribution of cannabis to minors; preventing revenue from going to criminal enterprises; preventing violence in the cultivation and distribution of cannabis; preventing drugged driving and the exacerbation of other adverse health consequences associated with cannabis; and preventing cannabis cultivation, possession, or use on federal property.

In January 2018 former United States Attorney General Sessions issued a new memorandum to all United States Attorneys (the “Sessions Memo”) that rescinded the Cole Memorandum and other DOJ memoranda providing prosecutorial guidance on state and tribally authorized medical and adult-use cannabis activities and instructed that “[i]n deciding which marijuana activities to prosecute... with the [DOJ’s] finite resources, prosecutors should follow the well- established principles that govern all federal prosecutions.” Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other principles. Although rescinded, the tenets of the Cole Memorandum continue to be adhered to by state-legal cannabis businesses and those in compliance with adult-use and medical programs throughout the country operate without federal enforcement.

On January 21, 2021, Joseph R. Biden, Jr. was sworn in as President of the United States. Although President Biden’s Attorney General, Merrick Garland, made comments to Senator Cory Booker (D-NJ) during his Senate confirmation indicating that he believed prosecution of state-legal cannabis businesses was not a worthy use of DOJ resources, such statements are not official declarations or policies of the DOJ and are not binding on the DOJ or any U.S. Attorney or federal court. Substantial uncertainty regarding United States federal enforcement remains. To date, there has been no new federal cannabis guidance issued by the DOJ or any published change in federal enforcement policy under the Biden administration. However, in October of 2022, the Biden Administration announced its intention to end the country’s “failed approach” to cannabis and directed the Secretary of Health and Human Services (“HHS”) and the Attorney General to expeditiously review cannabis’s Schedule I status. Concurrently, President Biden also announced a pardon of all prior federal simple possession of cannabis offenses and urged governors to do the same at the state level.

In August of 2023, the HHS recommended to the U.S. Drug Enforcement Administration ("DEA") that cannabis be rescheduled from Schedule I to Schedule III under the Controlled Substances Act ("CSA"). The DEA is currently reviewing HHS’s recommendation. While the DEA may or may not recommend rescheduling, the White House directive and subsequent HHS recommendation signal a major shift in federal cannabis policy. The U.S. FDA’s recommendation to reclassify cannabis to Schedule III is based in part on findings that cannabis has an accepted medical use in treatment in the United States and relatively low potential for abuse. The National Institute on Drug Abuse ("NIDA"), a part of the National Institutes of Health ("NIH"), importantly concurs with FDA’s recommendation to reclassify cannabis. If DEA does reclassify cannabis to Schedule III, it would have a significant impact on the U.S. cannabis industry, including easing restrictions on research, removing the 280E tax burden, and reducing stigma associated with Schedule I drugs.

Nonetheless, even if moved to Schedule III, the cultivation, manufacture, distribution, and sale of cannabis by state-regulated businesses that do not produce or sell FDA regulated products remains illegal under federal law. Unless and until the United States Congress amends the CSA with respect to cannabis, there is a risk that federal authorities may enforce current U.S. federal law. Currently, in the absence of uniform federal guidance, enforcement priorities are determined by respective United States Attorneys.

As an industry best practice, despite the rescission of the Cole Memorandum, we abide by the following standard operating policies and procedures, which are designed to ensure compliance with the guidance provided by the Cole Memorandum:

•Continuously monitor our operations for compliance with all licensing requirements as established by the applicable state, county, municipality, town, township, borough, and other political/administrative divisions;

•ensure that our cannabis-related activities adhere to the scope of the licensing obtained (for example: in the states where cannabis is permitted only for adult-use, the products are only sold to individuals who meet the requisite age requirements);

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•implement policies and procedures to prevent the distribution of our cannabis products to minors;

•implement policies and procedures in place to avoid the distribution of the proceeds from our operations to criminal enterprises, gangs, or cartels;

•implement an inventory tracking system and necessary procedures to reliably track inventory and prevent the diversion of cannabis or cannabis products into those states where cannabis is not permitted by state law or across any state lines in general;

•monitor the operations at our facilities so that our state-authorized cannabis business activity is not used as a cover or pretense for trafficking of other illegal drugs or engaging in any other illegal activity; and

•implement quality controls so that our products comply with applicable regulations and contain necessary disclaimers about the contents of the products to avoid adverse public health consequences from cannabis use and discourage impaired driving.

In addition, we frequently conduct background checks to confirm that the principals and management of our operating subsidiaries are of good character and have not been involved with illegal drugs, engaged in illegal activity or activities involving violence, or the use of firearms in the cultivation, manufacturing, or distribution of cannabis. We also conduct ongoing reviews of the activities of our cannabis businesses, the premises on which they operate, and the policies and procedures related to the possession of cannabis or cannabis products outside of the licensed premises.

Moreover, medical cannabis businesses receive a measure of protection from federal prosecution by operation of temporary appropriations measures that have been enacted into law as amendments (or “riders”) to federal spending bills passed by Congress and signed by Presidents Obama, Trump, and Biden. Every fiscal year since 2015, Congress has passed an appropriations “rider” barring the DOJ from expending taxpayer funds to enforce any law that interferes with a state’s implementation of its own medical cannabis laws. The rider, known as the “Rohrbacher-Farr” amendment, has been included in multiple budgets passed by successive Congresses controlled by both major political parties. Most recently, the medical cannabis appropriations rider is expected to be renewed through the signing of the “Further Continuing Appropriations and Other Extensions Act, 2024.” While the rider has been included in successive budget cycles since 2015, its inclusion or non-inclusion is subject to political change.

Notably, the Rohrbacher-Farr Amendment has applied only to medical cannabis programs and has not provided the same protections to enforcement against adult-use activities. If the rider is no longer in effect, the risk of federal enforcement and override of state cannabis laws would increase.

Anti-Money Laundering Laws and Access to Banking

The Company is subject to a variety of laws and regulations in the United States that involve anti-money laundering, financial recordkeeping, and the proceeds of crime, including the Currency and Foreign Transactions Reporting Act of 1970 (referred to herein as the “Bank Secrecy Act”), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"), and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the United States.

Additionally, under United States federal law, it may potentially be a violation of federal anti-money laundering statutes for financial institutions to provide services to the cannabis businesses, including taking any proceeds from the sale of any Schedule I controlled substance or otherwise introducing them into the United States banking system.

While there has been no change in U.S. federal banking laws to accommodate businesses in the large and increasing number of U.S. states that have legalized medical or adult-use cannabis, in 2014 the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) issued guidance to financial institutions on how to engage with state and tribally authorized cannabis entities in accordance with federal law. The FinCEN Guidance is often publicly interpreted as suggesting a way for financial institutions to provide depository services to cannabis-related entities, provided that the cannabis-related business activities are legal in their state or territory and none of the federal enforcement priorities referenced in the Cole Memorandum are violated (such as keeping cannabis out of the hands of organized crime). Importantly, the FinCEN Guidance also clarifies how financial institutions can provide depository services to cannabis-related businesses consistent with their Bank Secrecy Act obligations, including exhaustive customer due diligence and reporting requirements.

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The “Secure and Fair Enforcement Regulation ("SAFER") Banking Act,” would grant banks and other financial institutions immunity from federal criminal prosecution for servicing cannabis-related businesses if the underlying cannabis business follows state law. While several iterations of the proposed legislation have passed in the House, in September 2023 the Senate Banking Committee voted to pass the SAFER Banking Act by a bipartisan majority of 14-9. A Senate floor vote is now pending but is not guaranteed. While there is strong support in the public and within Congress for the SAFER Banking Act and similar legislation, there can be no assurance that it will be passed as presently proposed or at all.

As an industry best practice and consistent with its standard operating procedures, Trulieve adheres to all customer due diligence steps in the FinCEN Guidance and any additional requirements imposed by those financial institutions it utilizes.

Compliance with Applicable State Law in the United States

The Company is classified as having “direct” involvement in the United States cannabis industry and we believe that we are in compliance with applicable state laws, as well as related licensing requirements and the regulatory frameworks enacted in the states we operate in. We use reasonable commercial efforts to ensure that our business remains compliant with applicable licensing requirements and the regulatory frameworks enacted by Arizona, Colorado, Connecticut, Florida, Georgia, Maryland, Ohio, Pennsylvania, and West Virginia through the advice of our Company’s legal counsel and through ongoing review of business practices and changes to applicable laws and regulations. Our legal counsel works with external regulatory counsel in the states in which we operate to ensure that we are in ongoing compliance with applicable state laws. Although the Company no longer has licensed operations in California or Massachusetts, and is in the process of finalizing its exit from both states, we continue to work with local external regulatory counsel to maintain compliance during the exit process.

Regulation of Cannabis at State Levels

In the U.S., the regulation of cannabis varies significantly from state to state, with a key distinction being the authorization for medical use versus recreational use. These state regulations are characterized by differences in licensing regimes, allowable dosage forms, and possession limits. In states with a medical-only regulatory framework, cannabis is legal exclusively for medical purposes only. Patients typically require a recommendation from a qualified healthcare provider to access medical cannabis. The distribution of cannabis is strictly controlled through licensed dispensaries. These states often limit the types and forms of cannabis products available, with an emphasis on medicinal applications. Possession limits tend to be higher for registered patients, but recreational use is prohibited. In states that allow adult-use (recreational) cannabis, individuals who meet age requirements can purchase cannabis for both medical and recreational purposes. While dosage forms and possession limits may vary, they are generally more permissive for recreational users. Some states regulate adult-use and medical cannabis under a single set of rules and licensing structures while other states maintain separate regulatory frameworks for medical and adult-use cannabis.

See Appendix A to this Annual Report on Form 10-K for a list of the licenses associated with the Company's operations.

Regulation of the Medical and Adult-Use Cannabis Markets in Arizona

Cannabis is legal for both medical and adult-use in Arizona. Arizona legalized medical cannabis in 2010 through Proposition 203, the Arizona Medical Cannabis Act, and adult-use in 2020 through Proposition 207, known as the Smart and Safe Arizona Act. The Arizona Department of Health Services is responsible for licensing and regulating medical and adult-use cannabis, cannabis retail sales, cannabis production, and testing facilities.

Arizona is a vertically integrated system so that each license permits the holder to acquire, cultivate, process, manufacture, transfer, supply, and/or dispense medical and/or adult-use cannabis. All product categories are allowed to be sold as either adult-use or medical, except edibles for adult-use consumers, which cannot be more than 10mg per serving or 100mg per package.

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Arizona medical and adult-use licenses are valid for two years. While our compliance controls have been developed to mitigate the risk of any material violations of a license arising, there is no assurance that our licenses will be renewed in the future in a timely manner. Any unexpected delays or costs associated with the licensing renewal process could impede our ongoing or planned operations and have a material adverse effect on our business, financial condition, results of operations, or prospects.

Regulation of the Medical and Adult-Use Markets in Colorado

In 2000, Colorado legalized medical marijuana via Amendment 20 to the Colorado Constitution, and the state legalized adult-use cannabis via the passage of Amendment 64 in 2012. The Colorado Cannabis Enforcement Division is the licensing and regulatory agency overseeing all recreational and medical cannabis businesses in Colorado, with the Colorado Department of Public Health and Environment overseeing the medical patient registry and certifying the testing of licensed cannabis laboratories.

Cannabis businesses must comply with local licensing requirements in addition to state licensing requirements in order to operate. Colorado localities are allowed to limit or prohibit the operation of cannabis cultivation facilities, product manufacturing facilities or retail dispensary facilities.

Regulation of the Medical and Adult-Use Cannabis Markets in Connecticut

Connecticut legalized medical cannabis in 2012, and adult-use cannabis in 2021. The Medical Marijuana Program within the Department of Consumer Protection registers qualifying patients, primary caregivers, dispensary facilities, and dispensary facility employees. Only a pharmacist licensed as a dispensary may dispense medical cannabis, and only a dispensary or dispensary technician may sell cannabis to qualifying customers, primary caregivers, or research program subjects. Adult-use sales began in January 2023.

Regulation of the Medical Cannabis Market in Florida

Florida is currently a medical-only market. Qualifying medical conditions include cancer, epilepsy, glaucoma, HIV and AIDS, ALS, Crohn’s disease, Parkinson’s disease, PTSD, multiple sclerosis, and other debilitating medical conditions of the same kind or class or comparable to those other qualifying conditions and for which a physician believes the benefits outweigh the risks to the patient. Licenses are issued by the Florida Department of Health, Office of Medical Cannabis Use, and license holders can only own one license.

Under our license, we are permitted to sell cannabis to those customers who are entered into Florida’s electronic medical cannabis use registry by a qualified physician and possess a state-issued medical cannabis identification card and a valid certification from the qualified physician. We are authorized to sell a broad selection of products across various product categories. As of December 31, 2023 we had 131 approved dispensaries in the State of Florida. In addition, our license allows us to deliver products directly to customers.

Smart and Safe Florida has sponsored an adult-use legalization measure, the Florida Marijuana Legalization Initiative (Initiative #22-05), that may appear on the ballot in November 2024 if approved by the Florida Supreme Court following a legal challenge by the State Attorney General. In January 2024, Florida Governor Ron DeSantis announced that he believes the Supreme Court will approve the adult-use cannabis initiative to appear on November’s ballot. If at least 60% of voters vote in favor of the measure, individuals aged 21 and older will be allowed to possess, purchase, or use cannabis products and accessories and license holders will be authorized to serve the adult-use market.

Regulation of Medical Cannabis in Georgia

The Georgia Hope Act which created a regulatory scheme to permit the cultivation, production, manufacturing, and sale of low-THC oil that is not more than 5% by weight of THC, THCa, or a combination of THC and THCa, for provision to patients for medical purposes. Georgia law requires eligible patients to obtain physician approval to be added to the Low THC Oil Registry if they have certain qualifying conditions. The registry is administered by the Georgia Department of Public Health. At present, Georgia law prohibits the production or sale of low THC oil edibles and vaporizers.

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Low-THC products may only be dispensed by a dispensary licensee or a pharmacy holding a Low THC Pharmacy Dispensary license issued by the Georgia Board of Pharmacy. Georgia is the only state that allows for the sale of cannabis by traditional pharmacies, however the DEA intervened by issuing a warning letter on November 27, 2023, advising that neither cannabis nor THC can be lawfully dispensed by a DEA-registered pharmacy. At the most recent Board of Pharmacy meeting held on December 13, 2023, the Board voted to request legal guidance from the state Attorney General’s office. Note, the appropriation riders mentioned above that bar the DOJ, inclusive of the DEA, from spending taxpayer funds to enforce laws that interfere with state medical cannabis laws, makes prosecution under federal law unlikely. Nonetheless, DEA’s interference has had a chilling effect on pharmacy distribution.

Regulation of the Medical and Adult-Use Cannabis Markets in Maryland

Maryland legalized medical cannabis in 2013, and its state-regulated medical cannabis program became operational on December 1, 2017. The Maryland Medical Cannabis Commission (the “MMCC”) awarded initial cannabis business licenses in a highly competitive application process. The state medical program allows access to medical cannabis for patients with qualifying chronic or debilitating diseases or medical conditions, including but not limited to chronic pain, nausea, seizures, glaucoma, PTSD, and other conditions which are severe and for which other treatments have been ineffective.

On November 8, 2022, Maryland voters approved a statewide referendum which legalized cannabis for adults 21 years or older, effective July 2023. The Cannabis Reform Act, signed into law in May 2023, created the framework for adult-use cannabis and established the Maryland Cannabis Administration (the “MCA”), the successor agency to the MMCC. The MCA is responsible for administering and enforcing the medical and adult-use cannabis laws, including licensing, registration, testing, inspection, and enforcement, and the promulgation of regulations.

Regulation of the Medical and Adult-Use Markets in Ohio

Ohio legalized medical cannabis in 2016 via House Bill 523 into law, and legalized adult-use cannabis in 2023 via Issue 2, a ballot measure to legalize, regulate, and tax adult-use cannabis. The adult-use law allows persons who are at least 21 years of age to purchase and possess up to 2.5 oz of flower and 15 grams of extract. Issue 2 established the Division of Cannabis Control (“Division”) within the Department of Commerce, which is now the regulatory authority for the medical and adult-use cannabis programs. The Division must complete the rulemaking process for the new adult-use program and issue adult-use licenses to existing medical operators by September 7, 2024.

Regulation of the Medical Cannabis Market in Pennsylvania

The Pennsylvania medical cannabis program was signed into law on April 17, 2016, under Act 16, otherwise known as the Medical Cannabis Act, and provided access to state residents with one or more qualifying conditions. The Pennsylvania Department of Health (“PA DOH”) regulates medical cannabis businesses in the Commonwealth. For licensing purposes, the PA DOH split the Commonwealth into six regions. For each dispensary permit, the locations must be within the region where the permit was awarded. For medical cannabis grower/processors, the location is limited to the region where the permit was awarded, but distribution is permissible across all regions.

Regulation of the Medical Cannabis Market in West Virginia

West Virginia’s medical cannabis program, the West Virginia Medical Cannabis Act, was signed into law in 2017 with the passage of Senate Bill 386 and allows cannabis to be used for certified medical use by West Virginia residents with serious medical conditions, and permits medical cannabis to be cultivated, processed, and dispensed to registered patients in essentially non-combustible forms. The program is administered by the West Virginia Department of Health and Human Resources, Bureau for Public Health, Office of Medical Cannabis (“OMC”). The OMC has authority to issue and oversee permits that authorize businesses to grow, process, or dispense medical cannabis in compliance with state law and regulations, register medical practitioners who certify patients as having qualifying serious medical conditions, and register and oversee patients with qualifying conditions. OMC has also promulgated regulations governing the activities of growers, processors, laboratories, and dispensaries, as well as establishing general requirements related to West Virginia’s medical cannabis program.

Medical cannabis products allowed for use are pills, oils, gels, creams, ointments, tinctures, liquid, dry leaf or plant forms for administration through vaporization or nebulization, and dermal patch. Dispensaries cannot sell edibles, but medical cannabis products could be mixed into food or drinks by patients themselves.

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On January 17, 2024, a bill to legalize personal use and possession of cannabis by adults was introduced. HB-4873 would, if passed, allow counties to ban production and sales in their jurisdictions. Current medical dispensaries would have to file for an additional license to expand their operations beyond medical cannabis.

Other

The foregoing description of laws and regulations to which we are or may be subject is not exhaustive, and the regulatory framework governing our operations is subject to continuous change. The enactment of new laws and regulations or the interpretation of existing laws and regulations in an unfavorable way may affect the operation of our business, directly or indirectly, which could result in substantial regulatory compliance costs, civil or criminal penalties, including fines, adverse publicity, loss of participating dealers, lost revenue, increased expenses, and decreased profitability. Further, investigations by government agencies, including the Federal Trade Commission ("FTC"), into allegedly anticompetitive, unfair, deceptive, or other business practices by us, could cause us to incur additional expenses and, if adversely concluded, could result in substantial civil or criminal penalties and significant legal liability.

Employees and Human Capital Resources

As of December 31, 2023, we had over 5,400 employees. We are committed to hiring talented individuals and maximizing individual potential, while fostering growth and career advancement. Since the opening of our first store in 2016, our workforce has grown dramatically, including personnel in our cultivation, production, transportation and retail divisions, along with our executive and support services teams. Our goal is to use the highest standards in attracting the best talent, offering competitive compensation, as well as implementing best practices in evaluating, recruiting and onboarding our human capital.

Available Information

We maintain a website at http://www.trulieve.com. Through our website, we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as well as proxy statements, and, from time to time, other documents as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission ("SEC"). These SEC reports can be accessed through the “Investors” section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.

In addition, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding Trulieve Cannabis Corp. and other issuers that file electronically with the SEC. The SEC’s Internet website address is http://www.sec.gov.

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Item 1A. Risk Factors.

Investing in our Subordinate Voting Shares involves a high degree of risk. The following are certain factors concerning our business, growth prospects, cash flows, results of operations and financial condition that should be considered together with the other information contained in this Annual Report on Form 10-K, including our financial statements and the related notes appearing herein. We believe the risks described below are the risks that are material to us as of the date of this Annual Report on Form 10-K, although, these risks and uncertainties are not the only ones we face. If any of the following risks actually occur, our business, growth prospects, cash flows, results of operations and financial condition would likely be materially and adversely affected. In these circumstances, the market price of our Subordinate Voting Shares could decline, and you may lose part or all of your investment. Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, growth prospects, cash flows, financial condition and results of operations. Risks that we believe are material to us as of the date of this Annual Report on Form 10-K include the following:

Risks Related to Our Business and Industry

•the illegality of cannabis under federal law;

•the uncertainty regarding the regulation of cannabis in the U.S.;

•the effect of constraints on marketing our products;

•the risks related to the newness of the cannabis industry;

•the effect of risks due to industry immaturity;

•the risk we may not be able to grow our product offerings and dispensary services;

•the effect of risks related to material acquisitions, investments, dispositions and other strategic transactions;

•the effect of risks related to growth management;

•the effect of restricted access to banking and other financial services by cannabis businesses and their clients;

•the risks related to maintaining cash deposits in excess of federally insured limits;

•our ability to comply with potential future FDA regulations;

•the risks related to control over variable interest entities;

•the effect of restrictions under U.S. border entry laws;

•the effect of heightened scrutiny that we may face in the U.S. and Canada and the effect it could have to further limit the market of our securities for holders in the U.S.;

•our expectation that we will incur significant ongoing costs and obligations related to our infrastructure, growth, regulatory compliance and operations;

•the effect of a limited market for our securities for holders in the U.S.;

•our ability to locate and obtain the rights to operate at preferred locations;

•the effect of unfavorable tax treatment for cannabis businesses;

•the effect of taxation on our business in the U.S. and Canada;

•the higher risk of IRS audit;

•the effect of the lack of bankruptcy protections for cannabis businesses;

•the effect of risks related to being a holding company;

•our ability to enforce our contracts;

•the effect of intense competition in the cannabis industry;

•our ability to obtain cannabis licenses or to maintain such licenses;

•the risks our subsidiaries may not be able to obtain their required licenses;

•our ability to accurately forecast operating results and plan our operations;

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•the effect of agricultural and environmental risks;

•our ability to adequately protect our intellectual property;

•the effect of risks of civil asset forfeiture of our property;

•the effect of risks related to ineffective internal controls over financial reporting;

•the effect of risks related to a known material weakness in our internal control over financial reporting;

•our dependency on key personnel;

•the effect of product liability claims;

•the effect of risks related to our products;

•the effect of unfavorable publicity or consumer perception;

•the effect of product recalls;

•the effect of security risks related to our products and our information technology systems;

•the effect of risks related to misconduct by our service providers and business partners;

•the effect of risks related to labor union activity;

•potential criminal prosecution or civil liabilities under RICO;

•the effect of risks related to our significant indebtedness;

•our ability to obtain adequate insurance coverage;

•the effect of risks related to key utility services on which we rely;

Risks Related to Owning Subordinate Voting Shares

•the possibility of no positive return on our securities;

•the effect of additional issuances of our securities in the future;

•the effect of sales of substantial amounts of our shares in the public market;

•volatility of the market price and liquidity risks on our shares;

•the lack of sufficient liquidity in the markets for our shares;

Risks Related to Being a Public Company

•the increased costs as a result of being a U.S. reporting company;

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Risks Related to Our Business and Industry

Cannabis is illegal under United States federal law.

In the United States, or the U.S., cannabis is largely regulated at the state level. Each state in which we operate (or are currently proposing to operate) authorizes, as applicable, medical and/or adult-use cannabis production and distribution by licensed or registered entities, and numerous other states have legalized cannabis in some form. However, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminalized under the Controlled Substances Act, as amended, which we refer to as the CSA. Cannabis is a Schedule I controlled substance under the CSA, and is thereby deemed to have a high potential for abuse, no accepted medical use in the United States, and a lack of safety for use under medical supervision. The concepts of “medical cannabis,” “retail cannabis” and “adult-use cannabis” do not exist under U.S. federal law. However, in October of 2022, the Biden Administration announced its intention to review the regulation of cannabis under the CSA by directing the Secretary of Health and Human Services and the Attorney General to initiate the administrative process to expeditiously review marijuana’s Schedule I status. While this directive could result in the decriminalization of marijuana for medical and adult-use by descheduling or rescheduling marijuana, there are no assurances if or when there could be any change in the regulation of marijuana under the CSA. Although we believe that our business activities are compliant with applicable state and local laws in the United States, strict compliance with state and local cannabis laws would not provide a defense to any federal proceeding which may be brought against us. Any such proceedings may result in a material adverse effect on us. We derive 100% of our revenues from the cannabis industry. The enforcement of applicable U.S. federal laws poses a significant risk to us.

Violations of any United States federal laws and regulations could result in significant fines, penalties, administrative sanctions, or settlements arising from civil proceedings conducted by either the United States federal government or private citizens. We may also be subject to criminal charges under the CSA, and if convicted could face a variety of penalties including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. Any of these penalties could have a material adverse effect on our reputation and ability to conduct our business, our holding (directly or indirectly) of medical and adult-use cannabis licenses in the United States, our financial position, operating results, profitability or liquidity or the market price of our publicly-traded shares. In addition, it is difficult for us to estimate the time or resources that would be needed for the investigation, settlement or trial of any such proceedings or charges, and such time or resources could be substantial.

The regulation of cannabis in the United States is uncertain.

Our activities are subject to regulation by various state and local governmental authorities. Our business objectives are contingent upon, in part, compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals necessary for the sale of our products in the jurisdictions in which we operate. Any delays in obtaining or failure to obtain necessary regulatory approvals would significantly delay our development of markets and products, which could have a material adverse effect on our business, results of operations and financial condition. Furthermore, although we believe that our operations are currently carried out in accordance with all applicable state and local rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail our ability to distribute or produce marijuana. Amendments to current laws and regulations governing the importation, distribution, transportation and/or production of marijuana, or more stringent implementation thereof could have a substantial adverse impact on us.

We may be subject to constraints on and differences in marketing our products under varying state laws.

Certain of the states in which we operate have enacted strict regulations regarding marketing and sales activities on cannabis products. There may be restrictions on sales and marketing activities imposed by government regulatory bodies that could hinder the development of our business and operating results. Restrictions may include regulations that specify what, where and to whom product information and descriptions may appear and/or be advertised. Marketing, advertising, packaging and labeling regulations also vary from state to state, potentially limiting the consistency and scale of consumer branding communication and product education efforts. The regulatory environment in the U.S. limits our ability to compete for market share in a manner similar to other industries. If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and operating results could be adversely affected.

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The cannabis industry is relatively new.

We are operating in a relatively new industry and market. In addition to being subject to general business risks, we must continue to build brand awareness in this industry and market share through significant investments in our strategy, production capacity, quality assurance and compliance with regulations. Research in Canada, the United States and internationally regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids, such as cannabidiol, or CBD, and tetrahydrocannabinol, or THC, remains in relatively early stages. Few clinical trials on the benefits of cannabis or isolated cannabinoids have been conducted. Future research and clinical trials may draw opposing conclusions to statements contained in the articles, reports and studies currently favored, or could reach different or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other facts and perceptions related to medical cannabis, which could adversely affect social acceptance of cannabis and the demand for our products and dispensary services.

Accordingly, there is no assurance that the cannabis industry and the market for medicinal and/or adult-use cannabis will continue to exist and grow as currently anticipated or function and evolve in a manner consistent with management’s expectations and assumptions. Any event or circumstance that adversely affects the cannabis industry, such as the imposition of further restrictions on sales and marketing or further restrictions on sales in certain areas and markets could have a material adverse effect on our business, financial condition and results of operations.

We face risks due to industry immaturity or limited comparable, competitive or established industry best practices.

As a relatively new industry, there are not many established operators in the medical and adult-use cannabis industries whose business models we can follow or build upon. Similarly, there is no or limited information about comparable companies available for potential investors to review in making a decision about whether to invest in us.

Shareholders and investors should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies, like us, that are in their early stages. For example, unanticipated expenses and problems or technical difficulties may occur, which may result in material delays in the operation of our business. We may fail to successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of the Subordinate Voting Shares to the extent that investors may lose their entire investments.

Our ability to grow our medical and adult-use cannabis product offerings and dispensary services may be limited.

As we introduce or expand our medical and adult-use cannabis product offerings and dispensary services, we may incur losses or otherwise fail to enter certain markets successfully. Our expansion into new markets may place us in competitive and regulatory environments with which we are unfamiliar and involve various risks, including the need to invest significant resources and the possibility that returns on those investments will not be achieved for several years, if at all. In attempting to establish new product offerings or dispensary services, we may incur significant expenses and face various other challenges, such as expanding our work force and management personnel to cover these markets and complying with complicated cannabis regulations that apply to these markets. In addition, we may not successfully demonstrate the value of these product offerings and dispensary services to consumers, and failure to do so would compromise our ability to successfully expand these additional revenue streams.

We may acquire other companies or technologies.

Our success will depend, in part, on our ability to grow our business in response to the demands of consumers and other constituents within the cannabis industry as well as competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified acquisitions. In addition, we may not realize the expected benefits from completed acquisitions. The risks we face in connection with acquisitions include:

•Diversion of management time and focus from operating our business to addressing acquisition integration challenges;

•Coordination of research and development and sales and marketing functions;

•Retention of employees from the acquired company;

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•Cultural challenges associated with integrating employees from the acquired company into our organization;

•Integration of the acquired company's accounting, management information, human resources, and other administrative systems;

•The need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked effective controls, procedures, and policies;

•Potential write-offs of intangible assets or other assets acquired in transactions that may have an adverse effect on our operating results in a given period;

•Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities; and

•Litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former stockholders, or other third parties.

Our failure to address these risks or other problems encountered in connection with any future acquisitions or investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally. Future acquisitions could also result in the incurrence of debt, contingent liabilities, amortization expenses, or the impairment of goodwill, any of which could harm our financial condition.

We may issue additional Subordinate Voting Shares in connection with such transactions, which would dilute our other shareholders’ interests in us. The presence of one or more material liabilities of an acquired company that are unknown to us at the time of acquisition could have a material adverse effect on our business, results of operations, prospects and financial condition. A strategic transaction may result in a significant change in the nature of our business, operations and strategy. In addition, we may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into our operations.

If we cannot manage our growth, it could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to growth-related risks, including capacity constraints and pressure on our internal systems and controls. Our ability to manage growth effectively will require us to continue to implement and improve our operational and financial systems and to expand, train and manage our employee base. Our inability to successfully manage our growth may have a material adverse effect on our business, financial condition, results of operations or prospects.

Anti-Money Laundering Laws in the United States may limit access to funds from banks and other financial institutions.

In February 2014, the Financial Crimes Enforcement Network, or FinCEN, bureau of the United States Treasury Department issued guidance (which is not law) with respect to financial institutions providing banking services to cannabis businesses, including burdensome due diligence expectations and reporting requirements. While the guidance advised prosecutors not to focus their enforcement efforts on banks and other financial institutions that serve marijuana-related businesses, so long as they meet certain conditions, this guidance does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the United States Department of Justice, or DOJ, FinCEN or other federal regulators. Because of this and the fact that the guidance may be amended or revoked at any time, most banks and other financial institutions have not been willing to provide banking services to cannabis-related businesses. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses. As a result, we may have limited or no access to banking or other financial services in the United States and may have to operate our United States business on an all-cash basis. If we are unable or limited in our ability to open or maintain bank accounts, obtain other banking services or accept credit card and debit card payments, it may be difficult for us to operate and conduct our business as planned. Although, we are actively pursuing alternatives that ensure our operations will continue to be compliant with the FinCEN guidance (including requirements related to disclosures about cash management and U.S. federal tax reporting), we may not be able to meet all applicable requirements.

We are also subject to a variety of laws and regulations in the U.S. that involve money laundering, financial recordkeeping and proceeds of crime, including the Currency and Foreign Transactions Reporting Act of 1970 (commonly

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known as the Bank Secrecy Act), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the U.S.

In the event that any of our operations or related activities in the United States were found to be in violation of money laundering legislation or otherwise, those transactions could be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize our ability to declare or pay dividends or effect other distributions.

We maintain cash deposits in excess of federally insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and financial performance.

We maintain domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks that exceed the FDIC insurance limits. Bank failures, events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead to liquidity constraints. There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the United States government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions, or by acquisition in the event of a failure or liquidity crisis.

For example, on March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. Although we do not have any accounts at or business relationships with these banks, we may be negatively impacted by other disruptions to the United States banking system caused by these or similar developments and due to the fact that most banks and other financial institutions have not been willing to provide banking services to cannabis-related businesses, where available, we tend to rely upon smaller, regional banks and may be negatively impacted by other disruptions to the United States banking system caused by these or similar developments. The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance.

The re-classification of cannabis or changes in U.S. controlled substance laws and regulations could have a material adverse effect on our business, financial condition, and results of operations.

If cannabis is re-classified as a Schedule II or lower controlled substance under the CSA, the ability to conduct research on the medical benefits of cannabis would most likely be more accessible; however, if cannabis is re-categorized as a Schedule II or lower controlled substance, the resulting re-classification would result in the need for approval by United States Food and Drug Administration, or FDA, if medical claims are made about our medical cannabis products. As a result of such a re-classification, the manufacture, importation, exportation, domestic distribution, storage, sale and use of such products could become subject to a significant degree of regulation by the United States Drug Enforcement Administration, or DEA. In that case, we may be required to be registered to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. Obtaining the necessary registrations may result in delay of the manufacturing or distribution of our products. The DEA conducts periodic inspections of registered establishments that handle controlled substances. Failure to maintain compliance could have a material adverse effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.

Potential regulation by the FDA could have a material adverse effect on our business, financial condition and results of operations.

Should the United States federal government legalize cannabis, it is possible that the FDA would seek to regulate it under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations, including good manufacturing practices related to the growth, cultivation, harvesting and processing of medical cannabis. Clinical trials may be needed to verify efficacy and safety of our medical cannabis products. It is also possible that the FDA would require that facilities where medical-use cannabis is grown register with the agency and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, the impact on the cannabis industry is uncertain and could include the imposition of new costs, requirements, and prohibitions. If we are unable to comply with the regulations or registration as prescribed by the FDA, it may have an adverse effect on our business, operating results, and financial condition.

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Our contractual arrangements may not be as effective in providing control over the variable interest entities as direct ownership.

We rely on contractual arrangements with certain of our entities to operate dispensaries or own our licenses or cultivation assets in certain states in which our direct ownership of operations is restricted or prohibited. If our variable interest entities or their equity holders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. Accordingly, these contractual arrangements may not be as effective as direct ownership in providing us with control over our variable interest entities.

Under our contractual arrangements, we may not be able to directly change the members of the boards of directors of these entities and would have to rely on the variable interest entities and the variable interest entity equity holders to perform their obligations in order to exercise our control over the variable interest entities. The variable interest entity equity holders may have conflicts of interest with us and they may not act in our best interests or may not perform their obligations under these contracts. For example, our variable interest entities and their respective equity holders could breach their contractual arrangements with us by, among other things, failing to conduct their operations (including failing to maintain licenses or comply with applicable ownership or reporting requirements) or taking other actions that are detrimental to our interests. If any equity holder is uncooperative and any dispute relating to these contracts or the replacement of the equity holders remains unresolved, we will have to enforce our rights under the contractual arrangements and through arbitral or judicial agencies, which may be costly and time-consuming and may be limited by legal principles preventing the enforcement of a contract it involves a violation of law or public policy. See –"There is doubt regarding our ability to enforce contracts.” If we are unable to enforce the contractual arrangements, we may not be able to exert effective control over the variable interest entities, and our ability to conduct our business, as well as our financial condition and results of operations, may be materially and adversely affected.

We could be materially adversely impacted due to restrictions under U.S. border entry laws.

Because cannabis remains illegal under U.S. federal law, those investing in Canadian companies with operations in the U.S. cannabis industry could face detention, denial of entry or lifetime bans from the United States as a result of their business associations with U.S. cannabis businesses. Entry into the United States happens at the sole discretion of United States Customs and Border Patrol, or CBP, officers on duty, and these officers have wide latitude to ask questions to determine the admissibility of a non-U.S. citizen or foreign national. The government of Canada has started warning travelers on its website that previous use of cannabis, or any substance prohibited by U.S. federal law, could mean denial of entry to the United States. Business or financial involvement in the cannabis industry in the United States could also be reason enough for denial of entry into the United States. On September 21, 2018, the CBP released a statement outlining its current position with respect to enforcement of the laws of the United States. It stated that Canada’s legalization of cannabis will not change CBP enforcement of U.S. laws regarding controlled substances. According to the statement, because cannabis continues to be a controlled substance under U.S. law, working in or facilitating the proliferation of the marijuana industry in U.S. states where it is legal under state law may affect admissibility to the United States. On October 9, 2018, the CBP released an additional statement regarding the admissibility of Canadian citizens working in the legal cannabis industry in Canada. CBP stated that a Canadian citizen working in or facilitating the proliferation of the legal cannabis industry in Canada who seeks to come into the United States for reasons unrelated to the cannabis industry will generally be admissible to the United States; however, if such person is found to be coming into the United States for reasons related to the cannabis industry, such person may be deemed inadmissible. As a result, the CBP has affirmed that employees, directors, officers, and managers of and investors in companies involved in business activities related to cannabis in the United States (such as Trulieve), who are not U.S. citizens face the risk of being barred from entry into the United States for life.

As a cannabis company, we may be subject to heightened scrutiny in Canada and the United States that could materially adversely impact the liquidity of the Subordinate Voting Shares.

Our existing operations in the United States, and any future operations, may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in the United States and Canada.

Given the heightened risk profile associated with cannabis in the United States, the Canadian Depository for Securities, or CDS, may implement procedures or protocols that would prohibit or significantly impair the ability of CDS to settle trades for companies that have cannabis businesses or assets in the United States.

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On February 8, 2018, following discussions with the Canadian Securities Administrators and recognized Canadian securities exchanges, the TMX Group, the parent company of CDS, announced the signing of a Memorandum of Understanding, which we refer to as the TMX MOU, with Aequitas NEO Exchange Inc., the CSE, the Toronto Stock Exchange, and the TSX Venture Exchange. The TMX MOU outlines the parties’ understanding of Canada’s regulatory framework applicable to the rules, procedures, and regulatory oversight of the exchanges and CDS as it relates to issuers with cannabis-related activities in the U.S. The TMX MOU confirms, with respect to the clearing of listed securities, that CDS relies on the exchanges to review the conduct of listed issuers. As a result, there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the U.S. However, there can be no assurances given that this approach to regulation will continue in the future. If such a ban were to be implemented, it would have a material adverse effect on the ability of holders of the Subordinate Voting Shares to settle trades. In particular, the Subordinate Voting Shares would become highly illiquid until an alternative was implemented, and investors would have no ability to effect a trade of the Subordinate Voting Shares through the facilities of a stock exchange.

We expect to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations.

We expect to incur significant ongoing costs and obligations related to our investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on our results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase our compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial condition. Our efforts to grow our business may be more costly than expected, and we may not be able to increase our revenue enough to offset these higher operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays, and other unknown events. If we are unable to achieve and sustain profitability, the market price of our securities may significantly decrease.

The market for the Subordinate Voting Shares may be limited for holders of our securities who live in the United States.

Given the heightened risk profile associated with cannabis in the United States, capital markets participants may be unwilling to assist with the settlement of trades for U.S. resident securityholders of companies with operations in the U.S. cannabis industry, which may prohibit or significantly impair the ability of securityholders in the United States to trade our securities. In the event residents of the United States are unable to settle trades of our securities, this may affect the pricing of such securities in the secondary market, the transparency and availability of trading prices and the liquidity of these securities.

We may not be able to locate and obtain the rights to operate at preferred locations.

In certain markets the local municipality has authority to choose where any cannabis establishment will be located. These authorized areas are frequently removed from other retail operations. Because the cannabis industry remains illegal under U.S. federal law, the disadvantaged tax status of businesses deriving their income from cannabis, and the reluctance of the banking industry to support cannabis businesses, it may be difficult for us to locate and obtain the rights to operate at various preferred locations. Property owners may violate their mortgages by leasing to us, and those property owners that are willing to allow use of their facilities may require payment of above fair market value rents to reflect the scarcity of such locations and the risks and costs of providing such facilities.

As a cannabis business, we are subject to certain tax provisions that have a material adverse effect on our business, financial condition and results of operations.

Under Section 280E of the U.S. Internal Revenue Code of 1986, as amended, or the IRC, “no deduction or credit shall be allowed for any amount paid or incurred during the taxable year in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in controlled substances (within the meaning of schedule I and II of the Controlled Substances Act) which is prohibited by Federal law or the law of any State in which such trade or business is conducted.” This provision has been applied by the United States Internal Revenue Service, or the IRS, to cannabis operations, prohibiting them from deducting expenses directly associated with cannabis businesses. Section 280E may have a lesser impact on cannabis cultivation and manufacturing operations than on sales operations. Section 280E and related IRS enforcement activity has had a significant impact on the operations of cannabis companies. As a result, an otherwise profitable business may, in fact, operate at a loss, after taking into account its United States income tax expenses. The Company has taken a position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code.

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We expect to be subject to taxation in both Canada and the United States, which could have a material adverse effect on our financial condition and results of operations.

We are a Canadian corporation, and as a result generally would be classified as a non-United States corporation under the general rules of U.S. federal income taxation. IRC Section 7874, however, contains rules that can cause a non-United States corporation to be taxed as a United States corporation for U.S. federal income tax purposes. Under IRC Section 7874, a corporation created or organized outside of the United States will nevertheless be treated as a United States corporation for U.S. federal income tax purposes, which is referred to as an inversion, if each of the following three conditions are met: (i) the non-United States corporation acquires, directly or indirectly, or is treated as acquiring under applicable U.S. Treasury regulations, substantially all of the assets held, directly or indirectly, by a United States corporation, (ii) after the acquisition, the former stockholders of the acquired United States corporation hold at least 80% (by vote or value) of the shares of the non-United States corporation by reason of holding shares of the acquired United States corporation, and (iii) after the acquisition, the non-United States corporation’s expanded affiliated group does not have substantial business activities in the non-United States corporation’s country of organization or incorporation when compared to the expanded affiliated group’s total business activities.

Pursuant to IRC Section 7874, we are classified as a U.S. corporation for U.S. federal income tax purposes and are subject to U.S. federal income tax on our worldwide income. Regardless of any application of IRC Section 7874, however, we expect to be treated as a Canadian resident company for purposes of the Canadian Income Tax Act, as amended. As a result, we are subject to taxation both in Canada and the U.S., which could have a material adverse effect on our financial condition and results of operations.

We may be at a higher risk of IRS audit.

We believe there is a greater likelihood that the Internal Revenue Service will audit the tax returns of cannabis-related businesses. Additionally, the Company recently filed refund claims for several of its subsidiaries, which may also increase the likelihood of an audit. Any such audit of our tax returns could result in us being required to pay additional tax, interest and penalties, as well as incremental accounting and legal expenses, which could be material.

We may not have access to United States bankruptcy protections available to non-cannabis businesses.

Because cannabis is a Schedule I controlled substance under the CSA, many courts have denied cannabis businesses federal bankruptcy protections, making it difficult for lenders to be made whole on their investments in the cannabis industry in the event of a bankruptcy. If we were to experience a bankruptcy, there is no guarantee that United States federal bankruptcy protections would be available to us, which would have a material adverse effect on us and may make it more difficult for us to obtain debt financing.

We are a holding company and our ability to pay dividends or make other distributions to shareholders may be limited.

Trulieve Cannabis Corp. is a holding company and essentially all of its assets are the capital stock of its subsidiaries. We currently conduct substantially all of our business through Trulieve US, which currently generates substantially all of our revenues. Consequently, our cash flows and ability to complete current or desirable future growth opportunities are dependent on the earnings of Trulieve US and our other subsidiaries and the distribution of those earnings to Trulieve Cannabis Corp. The ability of our subsidiaries to pay dividends and other distributions will depend on those subsidiaries’ operating results and will be subject to applicable laws and regulations that require that solvency and capital standards be maintained by a subsidiary company and contractual restrictions contained in the instruments governing any current or future indebtedness of our subsidiaries. In the event of a bankruptcy, liquidation or reorganization of Trulieve US or another of our subsidiaries, holders of indebtedness and trade creditors of that subsidiary may be entitled to payment of their claims from that subsidiary’s assets before we or our shareholders would be entitled to any payment or residual assets.

There is doubt regarding our ability to enforce contracts.

It is a fundamental principle of law that a contract will not be enforced if it involves a violation of law or public policy. Because cannabis remains illegal at a federal level in the United States, judges in multiple states have on a number of occasions refused to enforce contracts for the repayment of money when the loan was used in connection with activities that violate U.S. federal law, even if there is no violation of state law. There remains doubt and uncertainty that we will be able to legally enforce our contracts. If we are unable to realize the benefits of or otherwise enforce the contracts into which we enter, it could have a material adverse effect on our business, financial condition and results of operations.

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We face increasing competition that may materially and adversely affect our business, financial condition and results of operations.

We face competition from companies that may have greater capitalization, access to public equity markets, more experienced management or more maturity as a business. The vast majority of both manufacturing and retail competitors in the cannabis market consists of localized businesses (those doing business in a single state), although there are a few multistate operators with which we compete directly. Aside from this direct competition, out-of-state operators that are capitalized well enough to enter markets through acquisitive growth are also part of the competitive landscape. Similarly, as we execute our growth strategy, operators in our future state markets will inevitably become direct competitors. We are likely to continue to face increasing and intense competition from these companies. Increased competition by larger and better financed competitors could materially and adversely affect our business, financial condition and results of operations.

If the number of users of adult-use and medical marijuana in the United States increases, the demand for products will increase. Consequently, we expect that competition will become more intense as current and future competitors begin to offer an increasing number of diversified products to respond to such increased demand. To remain competitive, we will require a continued investment in research and development, marketing, sales and client support. We may not have sufficient resources to maintain sufficient levels of investment in research and development, marketing, sales and client support efforts to remain competitive, which could materially and adversely affect our business, financial condition and results of operations.

The cannabis industry is undergoing rapid growth and substantial change, which has resulted in an increase in competitors, consolidation and the formation of strategic relationships. Acquisitions or other consolidating transactions could harm us in a number of ways, including losing customers, revenue and market share, or forcing us to expend greater resources to meet new or additional competitive threats, all of which could harm our operating results. As competitors enter the market and become increasingly sophisticated, competition in our industry may intensify and place downward pressure on retail prices for our products and services, which could negatively impact our profitability.

We are subject to limits on our ability to own the licenses necessary to operate our business, which will adversely affect our ability to grow our business and market share in certain states.

In certain states, the cannabis laws and regulations limit not only the number of cannabis licenses issued, but also the number of cannabis licenses that one person or entity may own in that state. Such limitations on the acquisition of ownership of additional licenses within certain states may limit our ability to grow organically or to increase our market share in affected states.

Our subsidiaries may not be able to obtain or maintain necessary permits and authorizations.

Our subsidiaries may not be able to obtain or maintain the necessary licenses, permits, certificates, authorizations or accreditations to operate their respective businesses, or may only be able to do so at great cost. In addition, our subsidiaries may not be able to comply fully with the wide variety of laws and regulations applicable to the cannabis industry. Such laws and regulations include requirements to use state mandated information technology reporting systems that may not fully integrate with our information technology systems. Failure to comply with or to obtain the necessary licenses, permits, certificates, authorizations or accreditations could result in restrictions on a subsidiary’s ability to operate in the cannabis industry, which could have a material adverse effect on our business, financial condition or results of operations.

We may not be able to accurately forecast our operating results and plan our operations due to uncertainties in the cannabis industry.

Because U.S. federal and state laws prevent widespread participation in and otherwise hinder market research in the medical and adult-use cannabis industry, the third-party market data available to us is limited and unreliable. Accordingly, we must rely largely on our own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the cannabis industry. Our market research and projections of estimated total retail sales, demographics, demand, and similar consumer research are based on assumptions from limited and unreliable market data, and generally represent the personal opinions of our management team. A failure in the demand for our products to materialize as a result of competition, technological change or other factors could have a material adverse effect on our business, results of operations, financial condition or prospects.

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We are subject to risks related to growing an agricultural product.

Our business involves the growing of cannabis, an agricultural product. Such business is subject to the risks inherent in the agricultural business, such as losses due to infestation by insects or plant diseases and similar agricultural risks. Although much of our growing is expected to be completed indoors, there can be no assurance that natural elements will not have a material adverse effect on our future production.

We may encounter unknown environmental risks.

There can be no assurance that we will not encounter hazardous conditions, such as asbestos or lead, at the sites of the real estate used to operate our businesses, which may delay the development of our businesses. Upon encountering a hazardous condition, work at our facilities may be suspended. If we receive notice of a hazardous condition, we may be required to correct the condition prior to continuing construction. If additional hazardous conditions were present, it would likely delay construction and may require significant expenditure of our resources to correct the conditions. Such conditions could have a material impact on our investment returns.

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

As long as cannabis remains illegal under U.S. federal law as a Schedule I controlled substance under the CSA, the benefit of certain federal laws and protections that may be available to most businesses, such as federal trademark and patent protection, may not be available to us. As a result, our intellectual property may never be adequately or sufficiently protected against the use or misappropriation by third parties. In addition, since the regulatory framework of the cannabis industry is in a constant state of flux, we can provide no assurance that we will ever obtain any protection for our intellectual property, whether on a federal, state or local level.

Our property is subject to risk of civil asset forfeiture.

Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry that is either used in the course of conducting or comprises the proceeds of a cannabis business could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property were never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal process, it could become subject to forfeiture.

Our internal controls over financial reporting have not historically been effective, and our independent auditors may not be able to certify as to their effectiveness, which could adversely affect our business results and operations.

We have incurred and will continue to incur expenses and, to a lesser extent, diversion of our management’s time in our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 regarding internal controls over financial reporting. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Subordinate Voting Shares.

As discussed in Part II, Item 9A “Controls and Procedures” in this Annual Report on Form 10-K, in connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2023, we identified certain material weaknesses in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures are not effective. While we are working to remediate any material weaknesses or significant deficiencies in our internal controls over financial reporting, we cannot assure that additional material weaknesses or significant deficiencies will not occur in the future. We are in the process of remediating the material weaknesses, as described in Part II, Item 9A “Controls and Procedures”. While progress has been made to enhance our internal control over financial reporting, we are still in the process of building and enhancing our processes, procedures, and controls, as well as evaluating and enhancing our internal policies and information technology. Additional time is required to complete the remediation of certain material weaknesses and to ensure the sustainability of these remediation actions. We believe the above actions as well as those being implemented currently, when complete, will be effective in the remediation of the material weaknesses described in Part II, Item 9A.

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We are highly dependent on certain key personnel.

We depend on key managerial personnel, including Kim Rivers, our Chief Executive Officer, for our continued success, and our anticipated growth may require additional expertise and the addition of new qualified personnel. Qualified individuals within the cannabis industry are in high demand and we may incur significant costs to attract and retain qualified management personnel, or be unable to attract or retain personnel necessary to operate or expand our business. The loss of the services of existing personnel or our failure to recruit additional key managerial personnel in a timely manner, or at all, could harm our business development programs and our ability to manage day-to-day operations, attract collaboration partners, attract and retain other employees, and generate revenues, and could have a material adverse effect on our business, financial condition and results of operations.

We face inherent risks of liability claims related to the use of our products.

As a distributor of products designed to be ingested by humans, we face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products cause or are alleged to have caused significant loss or injury. We may be subject to various product liability claims, including, among others, that our products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against us, whether or not successful, could result in materially increased costs, adversely affect our reputation with our clients and consumers generally, and have a material adverse effect on our results of operations and financial condition.

We may become party to litigation from time to time in the ordinary course of business which could adversely affect our business. Should any litigation in which we become involved be determined against us, such a decision could adversely affect our ability to continue operating and the market price for the Subordinate Voting Shares. Even if we achieve a successful result in any litigation in which we are involved, the costs of litigation and redirection of our management’s time and attention could have an adverse effect on our results of operations and financial condition.

We face risks related to our products.

We have committed and expect to continue committing significant resources and capital to develop and market existing products and new products and services. These products are relatively untested in the marketplace, and we cannot assure shareholders and investors that we will achieve market acceptance for these products, or other new products and services that we may offer in the future. Moreover, these and other new products and services may be subject to significant competition with offerings by new and existing competitors in the industry. In addition, new products and services may pose a variety of challenges and require us to attract additional qualified employees. The failure to successfully develop, manage and market these new products and services could seriously harm our business, prospects, revenue, results of operation and financial condition.

Our medical marijuana business may be impacted by consumer perception of the cannabis industry, which we cannot control or predict.

We believe that the medical marijuana industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of medical marijuana distributed to those consumers. Consumer perception of our products may be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medical marijuana products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medical marijuana market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows.

Product recalls could result in a material and adverse impact on our business, financial condition and results of operations.

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labelling disclosure. The list includes specified vape products produced in our Pennsylvania operations. If any of our products are recalled due to an alleged product defect or

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for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although we have detailed procedures in place for testing our products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of our significant brands were subject to recall, the image of that brand and our company generally could be harmed. Any recall could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition. Additionally, product recalls may lead to increased scrutiny of our operations by regulatory agencies, requiring further management attention and potential legal fees and other expenses.

We are subject to security risks related to our products as well as our information and technology systems.

Given the nature of our product and its limited legal availability, we are at significant risk of theft at our facilities. A security breach at one of our facilities could expose us to additional liability and to potentially costly litigation, increase expenses relating to the resolution and future prevention of these breaches and may deter potential customers from choosing our products.

In addition, we collect and store personal information about our customers and we are responsible for protecting that information from privacy breaches. We store certain personally identifiable information and other confidential information of our customers on our systems and applications. Though we maintain robust, proprietary security protocols, we may experience attempts by third parties to obtain unauthorized access to the personally identifiable information and other confidential information of our customers. This information could also be otherwise exposed through human error or malfeasance. The unauthorized access or compromise of this personally identifiable information and other confidential information could have a material adverse impact on our business, financial condition and results of operations.

A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly customer lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach would have a material adverse effect on our business, financial condition and results of operations.

Our operations depend and will depend, in part, on how well we protect our networks, equipment, information technology, or IT, systems and software against damage from a number of threats, including, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations also depend and will continue to depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

We face exposure to fraudulent or illegal activity by employees, contractors, consultants and agents, which may subject us to investigations and actions.

We are exposed to the risk that any of the employees, independent contractors and consultants of our company and our subsidiaries may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates, (i) government regulations, (ii) manufacturing standards, (iii) federal and local healthcare fraud and abuse laws and regulations, or (iv) laws that require the true, complete and accurate reporting of financial information or data. It may not always be possible for us to identify and deter misconduct by our employees and other third parties, and the precautions taken by us to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. We cannot provide assurance that our internal controls and compliance systems will protect us from acts committed by our employees, agents or business partners in violation of U.S. federal or state or local laws. If any such actions are instituted against us, and we are not successful in defending or asserting our rights, those actions could have a material impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects.

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Our reputation and ability to do business may be negatively impacted by the improper conduct by our business partners, employees or agents.

In certain states, we depend on third-party suppliers to produce and ship our orders. Products purchased from our suppliers are resold to our customers. These suppliers could fail to produce products to our specifications or quality standards and may not deliver units on a timely basis. Any changes in our suppliers’ production or product availability could impact our ability to fulfill orders and could also disrupt our business due to delays in finding new suppliers. Furthermore, we cannot provide assurance that our internal controls and compliance systems will protect us from acts committed by our employees, agents or business partners in violation of U.S. federal or state or local laws. Any failure by third-party suppliers to fulfill our production requirements or any improper acts by employees or third-parties acting on our behalf could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

We may have increased labor costs based on union activity.

Labor unions are working to organize workforces in the cannabis industry in general. Currently, labor organizations have been recognized as a representative of our employees in both our affiliated Reading, Pennsylvania cultivation and processing facility and our affiliated Harvest of Southwest PA, LLC d/b/a Trulieve Pittsburgh (Federal Street), dispensary location. It is possible that additional certain retail and/or manufacturing locations will be organized in the future, which could lead to work stoppages or increased labor costs and adversely affect our business, profitability and our ability to reinvest into the growth of our business. We cannot predict how stable our relationships with U.S. labor organizations would be or whether we would be able to meet any unions’ requirements without impacting our financial condition. Labor unions may also limit our flexibility in dealing with our workforce. Work stoppages and instability in our union relationships could delay the production and sale of our products, which could strain relationships with customers and cause a loss of revenues which would adversely affect our operations.

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

The Racketeer Influenced Corrupt Organizations Act (“RICO”) criminalizes the use of any profits from certain defined “racketeering” activities in interstate commerce. While intended to provide an additional cause of action against organized crime, due to the fact that cannabis is illegal under U.S. federal law, the production and sale of cannabis qualifies cannabis related businesses as “racketeering” as defined by RICO. As such, all officers, managers and owners in a cannabis related business could be subject to criminal prosecution under RICO, which carries substantial criminal penalties.

RICO can create civil liability as well: persons harmed in their business or property by actions which would constitute racketeering under RICO often have a civil cause of action against such “racketeers,” and can claim triple their amount of estimated damages in attendant court proceedings. Trulieve or its subsidiaries, as well as its officers, managers and owners could all be subject to civil claims under RICO.

Our significant indebtedness may adversely affect our business, financial condition and financial results.

Our ability to make certain payments or advances will be subject to applicable laws and contractual restrictions in the instruments governing our indebtedness. The contractual restrictions in the instruments governing such indebtedness include restrictive covenants that limit our discretion with respect to certain business matters. These covenants place restrictions on, among other things, our ability to create liens or other encumbrances, to pay distributions or make certain other payments, and to sell or otherwise dispose of certain assets. A failure to comply with such obligations could result in a default, which, if not cured or waived, could permit acceleration of the relevant indebtedness. Our significant indebtedness could have important consequences, including: (i) our ability to obtain additional financing for working capital, capital expenditures, or acquisitions may be limited; and (ii) all or part of our cash flow from operations may be dedicated to the payment of the principal of and interest on our indebtedness, thereby reducing funds available for operations. These factors may adversely affect our cash flow. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, may materially and adversely affect our business, results of operations, and financial condition.

We may be unable to obtain adequate insurance coverage.

We have obtained insurance coverage with respect to workers’ compensation, general liability, directors’ and officers’ liability, fire and other similar policies customarily obtained for businesses to the extent commercially appropriate; however, because we are engaged in and operate within the cannabis industry, there are exclusions and

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additional difficulties and complexities associated with our insurance coverage that could cause us to suffer uninsured losses, which could adversely affect our business, results of operations, and profitability. There is no assurance that we will be able to obtain insurance coverage at a reasonable cost or fully utilize such insurance coverage, if necessary.

We rely on key utility services.

Our business is dependent on a number of key inputs and their related costs, including raw materials and supplies related to our growing operations, as well as electricity, water and other local utilities. Our cannabis growing operations consume and will continue to consume considerable energy, which makes us vulnerable to rising energy costs. Accordingly, rising or volatile energy costs may, in the future, adversely impact our business and our ability to operate profitably. Additionally, any significant interruption or negative change in the availability or economics of the supply chain for our key inputs could materially impact our business, financial condition and operating results. If we are unable to secure required supplies and services on satisfactory terms, it could have a materially adverse impact on our business, financial condition and operating results.

Risks Related to Owning Subordinate Voting Shares

A return on our securities is not guaranteed.

There is no guarantee that our Subordinate Voting Shares will earn any positive return in the short term or long term. A holding of Subordinate Voting Shares is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of Subordinate Voting Shares is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.

Additional issuances of Multiple Voting Shares or Subordinate Voting Shares may result in further dilution and could have anti-takeover effects.

We may issue additional equity or convertible debt securities in the future, which may dilute an existing shareholder’s holdings. Our articles permit the issuance of an unlimited number of Multiple Voting Shares and Subordinate Voting Shares, and existing shareholders will have no preemptive rights in connection with such further issuances. Our board of directors has discretion to determine the price and the terms of further issuances. The ability of our board of directors to issue additional Multiple Voting shares and/or Subordinate Voting Shares could also have anti-takeover effects. Moreover, we will issue additional Subordinate Voting Shares on the conversion of the Multiple Voting Shares in accordance with their terms. To the extent holders of our options, warrants or other convertible securities convert or exercise their securities and sell Subordinate Voting Shares they receive, the trading price of the Subordinate Voting Shares may decrease due to the additional amount of Subordinate Voting Shares available in the market. We cannot predict the size or nature of future issuances or the effect that future issuances and sales of Subordinate Voting Shares will have on the market price of the Subordinate Voting Shares. Issuances of a substantial number of additional Subordinate Voting Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Subordinate Voting Shares. With any additional issuance of Subordinate Voting Shares, our investors will suffer dilution to their voting power and economic interest.

Sales of substantial amounts of Subordinate Voting Shares by our existing shareholders in the public market may have an adverse effect on the market price of the Subordinate Voting Shares.

Sales of a substantial number of Subordinate Voting Shares in the public market could occur at any time. These sales, or the perception in the market that holders of a large number of shares intend to sell shares, or the availability of such securities for sale, could adversely affect the prevailing market prices for the Subordinate Voting Shares. If all or a substantial portion of our Multiple Voting Shares are converted into Subordinate Voting Shares, the potential for sales of substantial numbers of Subordinate Voting Shares may increase. A decline in the market prices of the Subordinate Voting Shares could impair our ability to raise additional capital through the sale of securities should we desire to do so.

The market price for the Subordinate Voting Shares has been and is likely to continue to be volatile.

The market price for the Subordinate Voting Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which will be beyond our control, including, but not limited to, the following: (i) actual or anticipated fluctuations in our quarterly results of operations; (ii) recommendations by securities research analysts; (iii)

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changes in the economic performance or market valuations of companies in the cannabis industry; (iv) additions or departures of our executive officers and other key personnel; (v) release or expiration of transfer restrictions on our issued and outstanding shares; (vi) regulatory changes affecting the cannabis industry generally and our business and operations; (vii) announcements by us and our competitors of developments and other material events; (viii) fluctuations in the costs of vital production materials and services; (ix) changes in global financial markets and global economies and general market conditions, such as interest rates and pharmaceutical product price volatility, as well as disruptions to health crisis (such as the COVID-19 pandemic), severe weather events, or armed conflicts (such as the conflict between Ukraine and Russia or Israel and Hamas); significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; (xi) operating and share price performance of other companies that investors deem comparable to us or from a lack of market comparable companies; (xii) false or negative reports issued by individuals or companies who have taken aggressive short sale positions; and (xiii) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in our industry or target markets.

Financial markets have experienced significant price and volume fluctuations that have affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of those companies. Accordingly, the market price of the Subordinate Voting Shares may decline even if our operating results, underlying asset values or prospects have not changed.

These factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted, and the trading price of the Subordinate Voting Shares could be materially adversely affected.

There may not be sufficient liquidity in the markets for our Subordinate Voting Shares.

Our Subordinate Voting Shares are listed for trading on the CSE under the trading symbol “TRUL” and on the OTCQX Best Market under the symbol “TCNNF.” The liquidity of any market for the shares of our Subordinate Voting Shares will depend on a number of factors, including:

•The number of shareholders;

•our operating performance and financial condition;

•the market for similar securities;

•the extent of coverage by securities or industry analysts; and

•the interest of securities dealers in making a market in the shares.

Risks Related to Being a Public Company

We are subject to increased costs as a result of being a U.S. reporting company.

As a public issuer, we are subject to the reporting requirements and rules and regulations under the applicable Canadian securities laws and rules of any stock exchange on which our securities may be listed from time to time. In addition, we became subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder on February 4, 2021. Additional or new regulatory requirements may be adopted in the future. The requirements of existing and potential future rules and regulations will increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming or costly and may also place undue strain on our personnel, systems and resources, which could adversely affect our business, financial condition, and results of operations.

Item 1B. Unresolved Staff Comments.

None.

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Item 1C. Cybersecurity

Trulieve recognizes the critical importance of developing, implementing, and maintaining cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of data we produce and collect.

Managing Material Risks & Overall Risk Management

We have a cross-departmental approach to addressing cybersecurity risk, including input from our employees, senior management, and Audit Committee of our Board of Directors (the “Board”). The Company devotes significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats promptly and effectively.

We have a set of Company-wide cybersecurity policies and procedures and continue building these important document libraries. Management approves initial policies and reviews them periodically for updates and changes. Our cybersecurity program follows the internationally recognized risk framework, ISO 27001. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a multi-faceted cybersecurity strategy based on prevention, detection, and mitigation. The Company continues to work to ensure the inclusion of our cybersecurity risks are fully incorporated into the Company’s overall risk management approach.

Third-party Risk Management and oversight

As part of our cybersecurity program, we also engage with external service providers as part of our continuing cybersecurity efforts, assisting us in the evaluation and enhancement of the effectiveness of our information security policies and procedures. These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity policies and procedures are comprehensive, up-to-date, and aligned with regulatory requirements.

The use of these third-party providers is regularly reviewed and monitored by the appropriate members of management. We conduct thorough assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impacted our strategic plan, operations, or financial standing. For additional information, see “Item 1A. Risk Factors - We are subject to security risks related to our products as well as our information and technology systems".

Governance

Trulieve’s cybersecurity program is managed by our Chief Technology Officer ("CTO") and our Senior Director of Information Security, whose team ("Cybersecurity Team") is responsible for facilitating the enterprise-wide cybersecurity program. Our CTO has over 20 years of experience with large information technology footprints, including cybersecurity. His in-depth knowledge and expertise are instrumental in supporting our cybersecurity program and policies and overseeing our governance and compliance programs. The Information Security Governance Committee ("IT Committee") and Audit Committee of our Board of Directors oversee management’s process for identifying and mitigating risks, including cybersecurity risks. The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively.

Management’s role in assessing and managing material risks from cybersecurity threats involves leadership, governance, resource allocation, and proactive risk management. Management's involvement is crucial in safeguarding the Company's digital assets, reputation, and long-term success. Our Cybersecurity Team provides periodic reports to our IT Committee and Audit Committee, as well as our Chief Executive Officer, and other members of senior management as appropriate.

The IT Committee and Audit Committee actively participate in discussions with management regarding cybersecurity risks. The IT Committee and Audit Committee perform an annual assessment of the Company’s cybersecurity program, which includes a discussion of management’s actions to identify and detect threats, and scenarios for potential response or recovery situations. In addition to regularly scheduled meetings, the IT and Audit Committee and appropriate levels of senior management maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, they receive updates on any significant developments in the cybersecurity domain, ensuring the Board’s oversight is proactive and responsive.

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Item 2. Properties.

As of December 31, 2023, the Company operated 192 dispensaries in eight U.S. states and operated 16 cultivation and processing facilities in seven U.S. states. Substantially all of our dispensaries are leased. The cultivation, processing and related facilities provide us with approximately 4 million square feet. Certain of these owned properties are subject to commercial mortgages. Refer to Note 11. Notes Payable to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on our mortgages. The Company believes its facilities are suitable and adequate to meet its current needs. The Company's corporate headquarters is in Quincy, Florida.

Item 3. Legal Proceedings.

There are no actual or to our knowledge contemplated legal proceedings material to us or to which any of our or any of our subsidiaries’ property is the subject matter.

There have been no penalties or sanctions imposed against the Company by a court or regulatory authority, and the Company has not entered into any material settlement agreements before any court relating to provincial or territorial securities legislation or with any securities regulatory authority, in the three years prior to the date of this prospectus.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Trading Price and Volume

The Subordinate Voting Shares are traded on the CSE under the symbol “TRUL.” The following table sets forth trading information pulled from Bloomberg for the Subordinate Voting Shares for the periods indicated.

Period	Low Trading Price (C$)		High Trading Price (C$)		Volume (#)
Year Ended December 31, 2023
Fourth Quarter (December 31, 2023)	$	5.22	$	8.43	20,003,628
Third Quarter (September 30, 2023)	4.68		10.12		30,922,434
Second Quarter (June 30, 2023)	5.20		7.63		26,217,104
First Quarter (March 31, 2023)	7.48		10.04		19,669,724
Year Ended December 31, 2022
Fourth Quarter (December 31, 2022)	$	8.72	$	21.60	31,338,044
Third Quarter (September 30, 2022)	11.53		19.77		17,985,615
Second Quarter (June 30, 2022)	14.51		27.42		24,446,760
First Quarter (March 31, 2022)	21.71		34.61		26,884,845

Source: Bloomberg.

The Subordinate Voting Shares are also traded on the OTCQX under the symbol “TCNNF.” The following table sets forth trading information pulled from Bloomberg for the Subordinate Voting Shares for the periods indicated.

Period	Low Trading Price ($)		High Trading Price ($)		Volume (#)
Year Ended December 31, 2023
Fourth Quarter (December 31, 2023)	$	3.85	$	6.17	23,042,292
Third Quarter (September 30, 2023)	3.45		7.45		26,647,373
Second Quarter (June 30, 2023)	3.87		5.78		19,621,301
First Quarter (March 31, 2023)	5.59		7.50		25,890,697
Year Ended December 31, 2022
Fourth Quarter (December 31, 2022)	$	6.39	$	16.11	27,927,795
Third Quarter (September 30, 2022)	8.29		15.20		15,699,686
Second Quarter (June 30, 2022)	11.28		21.99		17,861,958
First Quarter (March 31, 2022)	16.99		27.44		26,432,828

Source: Bloomberg.

The OTCQX market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders of Record

As of December 31, 2023, there were approximately 350 shareholders of record of our Subordinate Voting Shares and 14 holders of record of our Multiple Voting Shares.

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Dividends

We have not declared dividends or distributions on Subordinate Voting Shares in the past. We currently intend to reinvest all future earnings to finance the development and growth of our business. As a result, we do not intend to pay dividends on Subordinate Voting Shares in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on the financial condition, business environment, operating results, capital requirements, any contractual restriction on the payment of dividends and any other factors the board deems relevant.

Stock Performance Graph

The following performance graph and related information is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such a filing: the SEC requires the Company to include a line graph presentation comparing cumulative five year stock returns with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company. The Company has chosen to use the Russell 2000 Index as the broad-based index.

The graph compares the cumulative total shareholder return on our Subordinate Voting Shares (Ticker: TCNNF) with the comparative cumulative total return of the Russell 2000 Index and our selected peer group, assuming an initial investment of $100 in cash, with reinvestment of any dividends, from December 31, 2018 through December 31, 2023. The returns of each company in the peer group have been weighted to reflect their market capitalization. The returns shown are based on historical results and are not intended to suggest future performance. The total return on our Subordinate Voting Shares was (36)% during the performance period, as compared with a total return during the same period of (16)% for the market-cap weighted average return of our selected peer group, and 61% for the Russell 2000 Index.

Our selected peer group is comprised of:

•Cresco Labs Inc. (Ticker: CRLBF)

•Curaleaf Holdings Inc. (Ticker: CURLF)

•Green Thumb Industries Inc. (Ticker: GTBIF)

•Verano Holdings Corp. (Ticker: VRNOF) - first publicly traded in 2022 and reweighed to the peer group

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Recent Sales of Unregistered Securities

All sales of unregistered securities during the year ended December 31, 2023 were reported in a Form 8-K or Form 10-Q filed with the SEC, if applicable.

Item 6. [Reserved]

Not applicable.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. 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 Annual Report on 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 in this Annual Report on Form 10-K.

Overview

Trulieve is a vertically integrated cannabis company and multi-state operator which currently holds licenses to operate in nine states. Headquartered in Quincy, Florida, we are the largest cannabis retailer in the United States with market leading retail operations in Arizona, Florida, Georgia, Pennsylvania, and West Virginia. We are committed to delivering exceptional customer experiences through elevated service and high-quality branded products. We aim to be the brand of choice for medical and adult-use customers in all of the markets that we serve. The Company operates in highly regulated markets that require expertise in cultivation, manufacturing, and retail. We have developed proficiencies in each of these functional areas and are passionate about expanding access to regulated cannabis products through advocacy, education, and expansion of our distribution network.

All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio have already or are in the process of developing and launching programs permitting the commercialization of adult-use cannabis products. Trulieve operates its business through its directly and indirectly owned subsidiaries that hold licenses and have entered into managed service agreements in the states in which they operate.

As of December 31, 2023, we operated the following:

State	Number of Dispensaries	Number of Cultivation and Processing Facilities
Florida	131	6
Arizona	21	3
Pennsylvania	20	3
West Virginia	10	1
Georgia	5	1
Maryland	3	1
Ohio	1	—
Connecticut	1	—
Colorado	—	1
Total	192	16

Components of Results of Continuing Operations

Revenue

Revenue is primarily derived from cannabis and cannabis related products we cultivate, process, distribute, and sell to our customers and through our wholesale distribution channels.

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Gross Profit

Gross profit includes revenue less the costs directly attributable to the cultivation and production of cannabis and from wholesale purchases made from other licensed producers within the markets in which the Company operates. Costs of goods sold include the costs directly attributable to the production of inventory and amounts incurred in the cultivation and manufacturing process of finished goods, such as flower, concentrates, and edibles, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes depreciation and amortization of property and equipment associated with cultivation and production, allocations of rent, administrative salaries, utilities, and related costs. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in margins over comparative periods as the regulatory environment changes.

Sales and Marketing

Sales and marketing expenses primarily consist of expenses related to advertising costs and marketing programs for our products and personnel related costs to manage and staff our dispensaries. As we continue to expand and open additional dispensaries, and gain additional customers, we expect our sales and marketing expenses to continue to increase.

General and Administrative

General and administrative expenses are primarily related to personnel costs, including salaries, incentive compensation, benefits, and other professional service costs, including legal, accounting and acquisition related costs. We expect to continue to invest in this area to support our expansion plans, as we are able to access additional medical and adult-use markets, to further support the growth of the cannabis industry. Other general and administrative expenses consist of travel, general office supplies and monthly services, facilities and occupancy, insurance, and director fees.

Depreciation and Amortization

Depreciation and amortization consists of depreciation of property and equipment and right-of-use assets, and amortization of intangible assets, including cannabis licenses and internally developed software.

Other Income (Expense)

Other income (expense) consists primarily of interest expense, interest income on money market accounts and notes receivable, gain on debt extinguishment, and the impact of the revaluation of the liability classified warrants and our interest rate swap.

Provision for Income Taxes

Provision for income taxes is calculated using the asset and liability method. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The IRS has taken the position that cannabis companies are subject to the limits of IRC Section 280E under which they are only allowed to deduct expenses directly related to costs of goods sold. The Company has taken a position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code.

Results of Continuing Operations

This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022 and 2021 for continuing operations, except as noted. Refer to Note 19. Discontinued Operations to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional financial information related to our discontinued operations.

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Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

	2023				2022				2023 vs. 2022
	(in thousands)
Statement of operations data:	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Amount Change
Revenue	$	1,129,193	100.0	%	$	1,218,229	100.0	%	$	(89,036)
Cost of goods sold	540,565		47.9	%	529,102		43.4	%	11,463
Gross profit	588,628		52.1	%	689,127		56.6	%	(100,499)
Expenses:
Sales and marketing	240,165		21.3	%	277,563		22.8	%	(37,398)
General and administrative	145,997		12.9	%	169,471		13.9	%	(23,474)
Depreciation and amortization	109,825		9.7	%	116,381		9.6	%	(6,556)
Impairments and disposals of long-lived assets, net	6,664		0.6	%	75,547		6.2	%	(68,883)
Impairment of goodwill	307,590		27.2	%	—		0.0	%	307,590
Total expenses	810,241		71.8	%	638,962		52.5	%	171,279
(Loss) income from operations	(221,613)		(19.6	%)	50,165		4.1	%	(271,778)
Other income (expense):
Interest expense, net	(81,569)		(7.2	%)	(73,422)		(6.0	%)	(8,147)
Interest income	6,164		0.5	%	1,631		0.1	%	4,533
Gain on debt extinguishment, net	5,937		0.5	%	—		—	%	5,937
Other income, net	6,544		0.6	%	2,388		0.2	%	4,156
Total other expense, net	(62,924)		(5.6	%)	(69,403)		(5.7	%)	6,479
Loss before provision for income taxes	(284,537)		(25.2	%)	(19,238)		(1.6	%)	(265,299)
Provision for income taxes	151,358		13.4	%	163,380		13.4	%	(12,022)
Net loss from continuing operations	(435,895)		(38.6	%)	(182,618)		(15.0	%)	(253,277)
Net loss from discontinued operations, net of tax benefit of $4,101 and $12,223, respectively	(97,241)		(8.6	%)	(70,109)		(5.8	%)	(27,132)
Net loss	(533,136)		(47.2	%)	(252,727)		(20.7	%)	(280,409)
Less: net loss attributable to non-controlling interest from continuing operations	(5,147)		(0.5	%)	(3,994)		(0.3	%)	(1,153)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)		(0.1	%)	(2,669)		-0.2	%	1,476
Net loss attributable to common shareholders	$	(526,796)	(46.7	%)	$	(246,064)	(20.2	%)	$	(280,732)

Revenue

Revenue for the year ended December 31, 2023 was $1.13 billion, a decrease of $89.0 million or 7.3%, from $1.22 billion for the year ended December 31, 2022. The decrease in revenue is due to a $74.9 million decrease in retail revenue and a $11.7 million decrease in wholesale revenue. The Company operated 192 and 178 dispensaries as of December 31, 2023 and December 31, 2022, respectively. We experienced increased competition and promotional activity in certain retail markets and also shed underperforming retail assets. The reduction in wholesale revenues is primarily due to a focus on higher margin retail sales in certain markets.

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Cost of Goods Sold

Cost of goods sold for the year ended December 31, 2023 was $540.6 million, an increase of $11.5 million or 2.2%, from $529.1 million for the year ended December 31, 2022. Cost of goods sold as a percentage of revenue was 47.9% for the year ended December 31, 2023 as compared to 43.4% for the year ended December 31, 2022. The increase was primarily due to increased depreciation related to capital expenditures to support business growth totaling $10.3 million. Additional factors impacting the change include inventory reduction efforts to right-size inventory levels, the continued ramping of new production facilities in existing markets where additional economies of scale are anticipated in the future, and expansion into new markets which are not fully vertical, resulting in the sale of third-party products, which yield lower margin than our vertical markets. The Company also incurred additional costs related to excess capacity in certain temporarily idled facilities.

Gross Profit

Gross profit for the year ended December 31, 2023 was $588.6 million, a decrease of $100.5 million or 14.6%, from $689.1 million for the year ended December 31, 2022. Gross profit as a percentage of revenue was 52.1% for the year ended December 31, 2023 as compared to 56.6% for the year ended December 31, 2022, resulting from increased promotional activity in certain retail markets, price compression in certain markets, a change in product mix to value tier brands driven by customer demand, initiatives to reduce inventory levels and costs related to excess capacity in certain temporarily idled facilities.

Sales and Marketing Expense

Sales and marketing expense for the year ended December 31, 2023 was $240.2 million, a decrease of $37.4 million, or 13.5%, from $277.6 million for the year ended December 31, 2022. Sales and marketing expense as a percentage of revenue decreased 21.3% for the year ended December 31, 2023 as compared to 22.8% for the year ended December 31, 2022. The decrease is primarily due to approximately $36.3 million in savings from reduced headcount and redundant positions and reduced costs related to integration and share-based compensation, which was partially offset by increased advertising costs of $3.9 million due to adding additional marketing platforms and an increase in costs driven by the increased retail store count.

General and Administrative Expense

General and administrative expense for the year ended December 31, 2023 was $146.0 million, a decrease of $23.5 million or 13.9% from $169.5 million for the year ended December 31, 2022. General and administrative expense as a percentage of revenue decreased from 13.9% to 12.9%. The decrease is primarily due to the absence of the $18.5 million expense recognized last year related to the Watkins earnout.

Depreciation and Amortization Expense

Depreciation and amortization expense for the year ended December 31, 2023 was $109.8 million, a decrease of $6.6 million, or 5.6%, from $116.4 million for the year ended December 31, 2022. The decrease in depreciation and amortization expense was attributable to certain intangible assets becoming fully amortized in the prior year.

Impairment and Disposal of Long-lived Assets, Net

Loss on impairment and disposal of long-lived assets for the year ended December 31, 2023 was $6.7 million, a decrease of $68.9 million as compared to $75.5 million for the year ended December 31, 2022. The decrease is primarily due to the non-recurrence of 2022 impairment activities in which we exited facilities related to a legacy acquisition. Our current year activity is primarily related to asset disposals in California and Connecticut, which was partially offset with a gain on lease termination in the California market.

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Impairment of Goodwill

Impairment of goodwill for the year ended December 31, 2023 was $307.6 million compared to zero for the year ended December 31, 2022. Based on the results of the Company's goodwill impairment procedures in the second quarter of 2023, the Company recorded $307.6 million in goodwill impairment.

Interest Expense, Net

Interest expense, net for the year ended December 31, 2023 was $81.6 million, an increase of $8.1 million, or 11.1%, from $73.4 million for the year ended December 31, 2022. The increase is primarily the result of a full year of interest expense associated with the mortgage notes which closed in December 2022, which was partially offset by a reduction in capitalized interest of $4.9 million.

Interest Income

Interest income for the year ended December 31, 2023 was $6.2 million, an increase of $4.5 million, or 277.9%, from $1.6 million for the year ended December 31, 2022. The increase is due to an increase in overnight cash sweeps into high-yield money market fund accounts.

Gain on Extinguishment of Debt, net

Gain on extinguishment of debt, net was $5.9 million for the year ended December 31, 2023, compared to zero for the year ended December 31, 2022. The gain on debt extinguishment, net was from an open market purchase of our private placement notes, "2026 Notes - Tranche One", that resulted in the extinguishment of $57.0 million in principal at a discount of 16.5% with a recognized gain of $8.2 million on the extinguishment. This was partially offset by a $2.4 million loss on extinguishment in the fourth quarter of 2023 when we completed the early redemption of both of the "June Notes" and the "November Notes", with a principle of $130.0 million, which represented a redemption price of 100% of the principal amounts outstanding.

Other Income, Net

Other income, net was $6.5 million for the year ended December 31, 2023, an increase of $4.2 million, or 174.0%, from $2.4 million for the year ended December 31, 2022. The increase is primarily related to insignificant non-recurring settlements.

Provision for Income Taxes

The provision for income taxes for the year ended December 31, 2023 was $151.4 million, a decrease of $12.0 million from $163.4 million for the year ended December 31, 2022. Provision for income taxes as a percentage of revenue was consistent with the prior year at 13.4%.

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Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

	Year Ended December 31,
	2022				2021				2022 vs. 2021
	(in thousands)
Statement of operations data:	Amount		Percentage of revenue		Amount		Percentage of revenue		Amount Change
Revenue	$	1,218,229	100.0	%	$	931,934	100.0	%	286,295
Cost of goods sold	529,102		43.4	%	365,360		39.2	%	163,742
Gross profit	689,127		56.6	%	566,574		60.8	%	122,553
Expenses:
Sales and marketing	277,563		22.8	%	211,905		22.7	%	65,658
General and administrative	169,471		13.9	%	99,456		10.7	%	70,015
Depreciation and amortization	116,381		9.6	%	45,791		4.9	%	70,590
Impairment and disposal of long-lived assets, net	75,547		6.2	%	5,371		0.6	%	70,176
Total expenses	638,962		52.5	%	362,523		38.9	%	276,439
Income from operations	50,165		4.1	%	204,051		21.9	%	(153,886)
Other income (expense):
Interest expense, net	(73,422)		(6.0)	%	(29,121)		(3.1	%)	(44,301)
Interest income	1,631		0.1	%	205		—	%	1,426
Other income, net	2,388		0.2	%	1,112		0.1	%	1,276
Total other expense, net	(69,403)		(5.7)	%	(27,804)		(3.0	%)	(41,599)
(Loss) income before provision for income taxes	(19,238)		(1.6)	%	176,247		18.9	%	(195,485)
Provision for income taxes	163,380		13.4	%	145,722		15.6	%	17,658
Net (loss) income from continuing operations	(182,618)		(15.0)	%	30,525		3.3	%	(213,143)
Net loss from discontinued operations, net of tax benefit (provision) of $12,223 and $(339), respectively	(70,109)		(5.8)	%	(13,080)		(1.4	%)	(57,029)
Net (loss) income	(252,727)		(20.7)	%	17,445		1.9	%	(270,172)
Less: net loss attributable to non-controlling interest from continuing operations	(3,994)		(0.3)	%	(587)		(0.1	%)	(3,407)
Less: net loss attributable to non-controlling interest from discontinued operations	(2,669)		(0.2)	%	—		—	%	(2,669)
Net (loss) income attributable to common shareholders	$	(246,064)	(20.2)	%	$	18,032	1.9	%	$	(264,096)

Revenue

Revenue for the year ended December 31, 2022, was $1.22 billion, an increase of $286.3 million or 30.7% from $931.9 million for the year ended December 31, 2021. The increase in revenue is due to contributions from acquisitions, most notably, Harvest Health & Recreation, Inc. ("Harvest") in October 2021 and Anna Holdings, LLC ("Keystone Shops") in July 2021, continued expansion into new states such as Massachusetts and West Virginia, and additional dispensaries opened in existing markets.

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Cost of Goods Sold

Cost of goods sold for the year ended December 31, 2022, was $529.1 million, an increase of $163.7 million, or 44.8%, from $365.4 million for the year ended December 31, 2021, primarily in correlation with the increase in revenues. Cost of goods sold as a percentage of revenue was 43.4% for the year ended December 31, 2022 as compared to 39.2% for the year ended December 31, 2021, primarily due to increased depreciation related to capital expenditures to support business growth, new production facilities in existing markets where economies of scale are anticipated in the future, and expansion into new markets which are not fully vertical, resulting in sale of third-party products, and therefore yield lower margin than our vertical markets.

Gross Profit

Gross profit for the year ended December 31, 2022, was $689.1 million, an increase of $122.6 million, or 21.6%, from $566.6 million for the year ended December 31, 2021. Gross profit as a percentage of revenue was 56.6% for the year ended December 31, 2022 as compared to 60.8% for the year ended December 31, 2021, due to higher revenue offset by many factors including, increased wholesale business, which is generally lower margin than retail sales, increased depreciation related to capital expenditures to support business growth, new production facilities where economies of scale are anticipated in the future, and expansion into new markets which are not fully vertical, resulting in the sale of third-party products, and therefore yield lower margin than our vertical markets.

Sales and Marketing Expense

Sales and marketing expense for the year ended December 31, 2022, was $277.6 million, an increase of $65.7 million, or 31.0%, from $211.9 million for the year ended December 31, 2021, but remained consistent as a percentage of revenue. The increase in sales and marketing is the result of a higher headcount for the year, as we continue to add additional dispensaries in efforts to maintain and further drive higher growth in sales and market share as well as expanding into new markets.

General and Administrative Expense

General and administrative expense for the year ended December 31, 2022, was $169.5 million, an increase of $70.0 million, or 70.4%, from $99.5 million for the year ended December 31, 2021. General and administrative expense as a percentage of revenue increased from 10.7% to 13.9%. The increase in general and administrative expense is the result of entering new markets, ramping our infrastructure to support growth initiatives, repositioning of facilities which have been temporarily idled, and amounts related to specific non-recurring items such as legal settlements. We also contributed $20.0 million to the Smart and Safe Florida campaign in 2022.

Depreciation and Amortization Expense

Depreciation and amortization expense for the year ended December 31, 2022, was $116.4 million, an increase of $70.6 million, or 154.2%, from $45.8 million for the year ended December 31, 2021. The overall increase in depreciation and amortization expense is due to increased depreciation from acquired facilities, and increased amortization related to acquired licenses and other intangibles, from the investment in infrastructure for additional dispensaries and cultivation facilities.

Impairment and Disposal of Long-lived Assets, Net

Loss on impairment and disposal of long-lived assets for the year ended December 31, 2022, was $75.5 million, an increase of $70.2 million as compared to $5.4 million for the year ended December 31, 2021. The increase is primarily due to exited facilities and the repositioning of assets, primarily in our Southeast hub. The activity in 2021 primarily consisted of the write-off of certain licenses in our Southwest hub due to market changes and the disposal of certain long-lived assets.

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Interest Expense, net

Interest expense, net for the year ended December 31, 2022 was $73.4 million, an increase of $44.3 million from $29.1 million for the year ended December 31, 2021. The increase is related to additional interest on private placement notes of $31.5 million, construction finance liabilities of $8.1 million, and finance leases of $2.2 million, to support business growth.

Interest Income

    Interest income for the year ended December 31, 2022 was $1.6 million, an increase of $1.4 million from $0.2 million for the year ended December 31, 2021. The increase was primarily due to additional interest earned on notes receivable acquired and entered into during the fourth quarter of 2021.

Other Income, Net

Other income, net for the year ended December 31, 2022 was $2.4 million, an increase of $1.3 million from $1.1 million for the year ended December 31, 2021. The increase is primarily due to a $2.6 million revaluation of warrants partially offset by a one time sales tax contingency.

Provision for Income Taxes

The provision for income taxes for the year ended December 31, 2022 was $163.4 million, an increase of $17.7 million from $145.7 million for the year ended December 31, 2021. Provision for income taxes as a percentage of revenue decreased from 15.6% to 13.4%. The increase in income tax expense is primarily due to the increase in gross profit as a result of increased revenue, partially offset by a more favorable tax position on intercompany management fees. In the third quarter of 2022, the Company adopted a more favorable tax position with respect to intercompany management fees based on an IRS position taken in audit of similar businesses.

Management’s Use of Non-GAAP Measures

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 adjusts the following items from net income: interest expense, provision for income taxes, and depreciation and amortization to arrive at EBITDA. This is then adjusted for items that do not represent the operations of the core business such as inventory step-up for fair value adjustments in purchase accounting, integration and transition costs, acquisition and transaction costs, other non-recurring costs such as contributions to specific initiative campaigns (such as Smart and Safe Florida), expenses related to the COVID-19 pandemic, impairments and disposals of long-lived assets including goodwill, the results of entities consolidated as variable interest entities ("VIEs") but not legally controlled and operated by the Company, discontinued operations, share-based compensation, and other income and expense items. Integration and transition costs include those costs related to integration of acquired entities and to transition major systems or processes. Acquisition and transaction costs relate to specific transactions such as acquisitions whether contemplated or completed and regulatory filings and costs related to equity and debt issuances. Other non-recurring costs include miscellaneous items which are not expected to recur frequently such as inventory adjustments related to specific issues and unusual litigation.

We report Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measures noted above are metrics that have been adjusted from the GAAP net income measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income measure.

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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, 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, 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”.

Adjusted EBITDA

Adjusted EBITDA was $322.3 million for the year ended December 31, 2023, a decrease of $75.9 million, or 19%, from $398.2 million for the year ended December 31, 2022. The decrease in Adjusted EBITDA in 2023 was primarily due to increased competition and margin pressure which was partially offset by efficiencies in payroll costs primarily in our retail locations and streamlining efforts.

Adjusted EBITDA was $398.2 million for the year ended December 31, 2022, an increase of $13.5 million, or 3%, from $384.8 million for the year ended December 31, 2021. The increase in Adjusted EBITDA in 2022 was primarily due to the acquisition of Harvest Health and Recreation in the fourth quarter of 2021 and the resulting growth in sales and synergies.

The following table presents a reconciliation of GAAP net (loss) income to non-GAAP Adjusted EBITDA, for each of the periods presented:

	Year Ended December 31,
	2023		2022		2021
	(in thousands)
Net (loss) income attributable to common shareholders	$	(526,796)	$	(246,064)	$	18,032
Add (deduct) impact of:
Interest expense, net	81,569		73,422		29,121
Interest income (1)	(6,164)		(1,631)		(205)
Provision for income taxes	151,358		163,380		145,722
Depreciation and amortization	109,825		116,381		45,791
Depreciation included in cost of goods sold	57,195		46,933		21,232
EBITDA (Non-GAAP)	$	(133,013)	$	152,421	$	259,693
Impairment of goodwill	$	307,590	$	—	$	—
Impairments and disposals of long-lived assets, net	6,664		75,547		5,371
Legislative campaign contributions	20,062		20,000		—
Integration and transition costs	26,889		21,042		25,601
Share-based compensation	10,575		18,124		13,444
Gain on debt extinguishment, net	(5,937)		—		—
Other income, net	(6,544)		(2,388)		(1,112)
Discontinued operations, net of tax, attributable to common shareholders	96,048		67,440		13,080
Acquisition and transaction costs	—		24,757		15,831
Other non-recurring costs	—		19,494		5,053
Inventory step up, fair value	—		1,048		41,189
COVID related expenses	—		783		6,188
Results of entities not legally controlled	—		(19)		458
Total adjustments	455,347		245,828		125,103
Adjusted EBITDA (Non-GAAP)	$	322,334	$	398,249	$	384,796

(1) Interest Income for the year ended December 31, 2022 and 2021, of $(1.6) million and $(0.2) million, respectively, was reclassified from other income, net to interest income in the presentation above.

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Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have funded our operations and capital spending through cash flows from product sales, third-party debt, proceeds from the sale of our capital stock and loans from affiliates and entities controlled by our affiliates. We are generating cash from operations and are deploying our capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and near term to support our business growth and expansion. Our current principal sources of liquidity are our cash and cash equivalents provided by our operations and debt and equity offerings. The Company has and expects to retain additional cash from operations, starting in the second half of 2023, due in part to the Company's position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code. Cash and cash equivalents consist primarily of cash on deposit with banks and money market funds.

Our primary uses of cash are for working capital requirements, capital expenditures, debt service payments, income tax payments, and acquisitions. Working capital is used principally to run the business including our personnel and related investments, as well as costs related to the growth, manufacture, production, and distribution of our products. Our capital expenditures consist primarily of additional facilities and dispensaries, and improvements to existing facilities. Our debt service payments consist primarily of interest payments. Acquisitions consist of expanding the cultivation and dispensary footprint.

Cash and cash equivalents were $201.4 million as of December 31, 2023. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements from the date of this Annual Report on Form 10-K through at least the next 12 months. Any additional future requirements will be funded through the following sources of capital:

•Cash from ongoing operations

•Debt - the Company has the ability to obtain additional debt from additional creditors

•Market offerings - the Company has the ability to offer equity to obtain additional funding

In September 2023, we completed the open market repurchase of $57.0 million of our senior secured notes, due October 6, 2026, for a purchase price of $47.6 million, excluding fees and accrued interest. In December 2023, we completed the early redemption of our 9.75% senior secured notes due June 11, 2024 for a purchase price of $130.0 million, excluding accrued interest. These are collectively referred to as the private placement notes. In December 2023, we also completed a $25.0 million mortgage note with an interest rate of 8.31%. We expect to realize net interest savings of approximately $10.0 million as a result of these three transactions.

Cash Flows

The consolidated statements of cash flows include continuing operations and discontinued operations. The table below highlights our cash flows for the periods ended December 31:

	2023		2022		2021
	(in thousands)
Net cash provided by operating activities	$	201,841	$	23,096	$	12,898
Net cash used in investing activities	(37,470)		(215,057)		(215,184)
Net cash (used in) provided by financing activities	(175,585)		177,796		289,232
Net (decrease) increase in cash and cash equivalents	$	(11,214)	$	(14,165)	$	86,946

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Cash Flow from Operating Activities

Net cash provided by operating activities was $201.8 million for the year ended December 31, 2023, an increase of $178.7 million, compared to $23.1 million in net cash provided by operating activities during the year ended December 31, 2022. The improvement is due to the execution of the Company's inventory wind-down strategy, as well as the impacts of income tax accruals and the impact of lower sales & marketing and general & administrative expenses in 2023 compared to 2022. This was offset by reduced gross margins for 2023 as compared to 2022.

Net cash provided by operating activities was $23.1 million for the year ended December 31, 2022, an increase of $10.2 million, compared to $12.9 million in net cash provided by operating activities for the year ended December 31, 2021. This is primarily due the timing of income tax payments that were offset by increases in inventory.

Cash Flow from Investing Activities

Net cash used in investing activities was $37.5 million for the year ended December 31, 2023, a decrease of $177.6 million, compared to $215.1 million in net cash used in investing activities for the year ended December 31, 2022. The primary use of cash in both periods was the purchase of property and equipment, with the prior period having significantly more purchases of property and equipment due to the Company's build out of facilities primarily at our cultivation sites in Florida and other markets including Pennsylvania and West Virginia. Additionally, the prior period included the cash payment of $27.8 million related to the acquisition of the Watkins Cultivation Operation.

Net cash used in investing activities was $215.1 million for the year ended December 31, 2022, a decrease of $0.1 million, compared to $215.2 million in net cash used in investing activities for the year ended December 31, 2021. The decrease is mainly due to the decrease of property and equipment purchases offset by cash provided by the Harvest acquisition.

Cash Flow from Financing Activities

Net cash used in financing activities was $175.6 million for the year ended December 31, 2023, an increase of $353.4 million, compared to $177.8 million in net cash provided by financing activities for the year ended December 31, 2022. This change is primarily related to $177.6 million in payments on our senior secured notes, due October 6, 2026 and senior secured notes due June 11, 2024, collectively referred to as the private placement notes. These notes were extinguished early in an effort to save on interest and take advantage of favorable market conditions. Additionally, a decrease in proceeds from borrowings of approximately $141.5 million further contributed to the increase in cash used in financing activities in 2023 relative to 2022.

Net cash provided by financing activities was $177.8 million for the year ended December 31, 2022, a decrease of $111.4 million, compared to $289.2 million in net cash provided by financing activities for the year ended December 31, 2021. The decrease is primarily related to a decrease in proceeds from borrowings compared to the prior year.

Balance Sheet Exposure

As of December 31, 2023 and 2022, 100% of our balance sheet is exposed to U.S. cannabis-related activities, and substantially all our revenue is derived from U.S. cannabis operations. We believe our operations are in material compliance with all applicable state and local laws, regulations and licensing requirements in the states in which we operate. However, cannabis remains illegal under U.S. federal law. For information about risks related to U.S. cannabis operations, please refer to the “Risk Factors” section of this Annual Report on Form 10-K.

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Contractual Obligations

As of December 31, 2023, we had the following contractual obligations to make future payments, representing material contracts and other commitments that are known and committed:

	<1 Year		1 to 3 Years		3 to 5 Years		>5 Years		Total
	(in thousands)
Notes payable	$	3,751	$	8,986	$	93,233	$	15,783	$	121,753
Private placement notes	—		368,000		—		—		368,000
Operating lease liabilities	21,452		42,180		39,532		81,820		184,984
Finance lease liabilities	14,129		27,392		24,252		34,247		100,020
Construction finance liabilities	22,498		46,941		49,659		295,672		414,770
Lease settlements	1,008		864		857		2,226		4,955
Total (1)	$	62,838	$	494,363	$	207,533	$	429,748	$	1,194,482

(1)Includes liabilities due in relation to our discontinued operations and excludes $180.4 million of uncertain tax position liabilities as we cannot make a reasonably reliable estimate of the period of potential cash settlement with the respective taxing authorities.

For additional information on our commitments for financing arrangements, future lease payments, lease guarantees, uncertain tax position, and other obligations, see Item 8, Note 11. Notes Payable, Note 12. Private Placement Notes, Note 13. Leases, Note 14. Construction Finance Liabilities, Note 18. Income Taxes, Note 19. Discontinued Operations, and Note 23. Commitments And Contingencies.

As of the date of this Annual Report on Form 10-K, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of, including, and without limitation, such considerations as liquidity and capital resources.

Critical accounting policies and estimates

Critical accounting estimates

The preparation of the consolidated financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make judgments, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates, and revisions to accounting estimates are recognized in the period in which the estimate is revised.

Significant judgments, estimates, and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below. See Note 3. Summary Of Significant Accounting Policies to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.

Inventory

The net realizable value of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price, what we expect to realize by selling the inventory and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold.

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Estimated Useful Lives and Depreciation and Amortization of Property and Equipment and Intangible Assets

Depreciation and amortization of property and equipment and intangible assets are dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.

Accounting for Acquisitions and Business Combinations

Classification of an acquisition as a business combination or an asset acquisition depends on whether the assets acquired constitute a business, which can be a complex judgment. Whether an acquisition is classified as a business combination or asset acquisition can have a significant impact on the entries made on and after acquisition.

In determining the fair value of all identifiable assets, liabilities and contingent liabilities acquired, the most significant estimates relate to contingent consideration and intangible assets. Management exercises judgment in estimating the probability and timing of when earn-outs are expected to be achieved, which is used as the basis for estimating fair value. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows.

    Cannabis licenses are the primary intangible asset acquired in business combinations as they provide the Company the ability to operate in each market. However, some cannabis licenses are subject to renewal and therefore there is some risk of non-renewal for several reasons, including operational, regulatory, legal or economic. To appropriately consider the risk of non-renewal, the Company applies probability weighting to the expected future net cash flows in calculating the fair value of these intangible assets. The key assumptions used in these cash flow projections include discount rates and terminal growth rates. Of the key assumptions used, the impact of the estimated fair value of the intangible assets has the greatest sensitivity to the estimated discount rate used in the valuation. The terminal growth rate represents the rate at which these businesses will continue to grow into perpetuity. Other significant assumptions include revenue, gross profit, operating expenses and anticipated capital expenditures which are based upon the Corporation’s historical operations along with management projections. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied.

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Income Taxes

The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The IRS has taken the position that cannabis companies are subject to the limits of IRC Section 280E under which they are only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company has taken a position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code.

The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes.

Long-lived Asset Impairment Assessment

The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends. In accordance with ASC 360-10, when evaluating long-lived assets with impairment indicators for potential impairment, we first compare the carrying value of the asset to its estimated undiscounted cash flows. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value.

Goodwill Impairment Assessment

Goodwill is allocated at the date the goodwill is initially recorded. We conclude we operate one operating segment and reporting unit evaluating goodwill for impairment as one singular reporting unit. We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization. The Company applies the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2011-08 “Intangibles-Goodwill and Other-Testing Goodwill for Impairment,” which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. In performing Step Zero for the Company’s goodwill impairment test, the Company is required to make assumptions and judgments including but not limited to the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, and the overall future financial performance of its reporting units and future opportunities in the markets in which they operate. If impairment indicators are present after performing Step Zero, the Company would perform a quantitative impairment analysis to estimate the fair value of goodwill.

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The quantitative impairment test requires judgment, including the identification of reporting units, the assignment of assets, liabilities, and goodwill to reporting units, and the determination of fair value of each reporting unit. The impairment test requires the comparison of the fair value of a reporting unit with the carrying amount, including goodwill. If the Company would conclude a quantitative impairment test is required, the Company would review fair value techniques for the most appropriate technique generally applying the income approach by using discounted cash flow (“DCF”) analyses. Determining fair value requires the Company to make judgments about appropriate forecasted revenue and related revenue growth rate, the earnings before interest, taxes, depreciation, and amortization ("EBITDA") margins rate and the weighted average cost of capital. The cash flows employed in the DCF analysis are based on the forecast of the reporting unit, long-term business plan and recent operating performance. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit and market conditions. Given the inherent uncertainty in determining the assumptions underlying a DCF analysis, actual results may differ from those used in our valuations. The reporting unit may be at risk of failing the quantitative impairment test if it has a fair value that is not substantially in excess of the carrying amount at the assessment date.

During the three months ended June 30, 2023, the Company identified one event as a risk indicator for goodwill impairment, which was a decline in the Company's share price negatively affecting the Company's market capitalization. The Company concluded the decline in stock price was a triggering event to perform an interim quantitative goodwill impairment test, as of June 30, 2023, specific to the stock price decline and resulting market capitalization of the Company. As the sole risk to the value of goodwill was the stock price, the Company concluded it most appropriate to apply a market approach. The results of the Company’s interim test for impairment as of June 30, 2023, utilizing a market approach, indicated that the reporting unit's fair value fell below the carrying value. Based on the results of the goodwill impairment procedures, the Company recorded a $307.6 million goodwill impairment for the single reporting unit in the second quarter of 2023.

For the Company's 2023 annual impairment test, the Company performed a Step Zero assessment. Other than the event that existed and was isolated to the three months ending June 30, 2023, as outlined above, as of December 31, 2023, the Company did not identify any events or changes in circumstances that would indicate the carrying amount of goodwill may be impaired. The Company did not identify any impairment of its goodwill during the years ended December 31, 2022 or 2021.

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

Share-Based Payment Arrangements

We use the Black-Scholes pricing model to determine the fair value of options and warrants granted to employees and directors under share-based payment arrangements, where appropriate. In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility of future share price, risk free rates, and future dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results.

Commitments and Contingencies

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in contingencies. Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records contingent liabilities for such contracts.

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Critical accounting policies

Inventory

Our inventories primarily consist of raw materials, work in process, and finished goods. Costs incurred during the growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. The costs include materials, labor and manufacturing overhead used in the growing and production processes. Pre-harvest costs are capitalized. Our inventory of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value.

Leases

ASC Topic 842 is a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of Right of Use Assets “ROU” assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objectives of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

Revenue Recognition

We recognize revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Through our application of the standard, we recognize revenue to depict the transfer of promised goods to our customers in an amount that reflects the consideration of which we expect to be entitled to in exchange for those goods. Revenues consist of retail and wholesale sales of cannabis and cannabis related products, which are recognized when control of the goods has transferred to the customer and collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligation has been fulfilled under the terms of the related sales contract.

Share Based Compensation

We account for share-based compensation expense in accordance with FASB ASC 718, Compensation – Stock Compensation, which requires the measurement and recognition of share-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees. We measure the share-based payment awards based on its estimated fair value of the awards using the Black-Scholes option pricing model for warrants and options, and the fair value of the Company’s common stock on the date of grant for restricted stock units ("RSUs").

Acquisitions

We account for business combinations using the acquisition method in accordance with Accounting Standards Codification ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.

Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized within the consolidated statements of operations.

Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received.

Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans and, therefore, no corresponding allowance for loan losses is recorded for such loans at acquisition.

Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.

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Financial Instruments

We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, we consider all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

Recent Accounting Pronouncements

A discussion of recently issued accounting standards applicable to the Company is described in Note 3. Summary Of Significant Accounting Policies, in the notes to the consolidated financial statements contained elsewhere in this Report, and we incorporate such discussion by reference herein.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Banking Risk

Notwithstanding that a majority of states have legalized medical marijuana, there has been no change in U.S. Federal banking laws related to the deposit and holding of funds derived from activities related to the marijuana industry. Given that U.S. Federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty accessing the U.S. banking system and traditional financing sources. The inability to open bank accounts with certain institutions may make it difficult to operate our Company, its subsidiaries and investee companies, and leaves their cash holdings vulnerable. We have banking relationships in all jurisdictions in which we operate. Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions in excess of federally insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and financial position.

Market Risk

Strategic and operational risks arise if we fail to carry out business operations and/or to raise sufficient equity and/or debt financing. These strategic opportunities or threats arise from a range of factors that might include changing economic and political circumstances and regulatory approvals and competitor actions. The risk is mitigated by consideration of other potential development opportunities and challenges which management may undertake.

Credit Risk

Management does not believe that the Company has significant credit risk related to its customers, as the Company’s revenue is generated primarily through cash transactions. The Company deals almost entirely with on demand sales and does not have any material wholesale agreements as of December 31, 2023. The Company reviews its trade receivable accounts and notes receivable regularly and reduces amounts to their expected realizable values by adjusting the allowance credit losses when management determines that the account may not be fully collectable. The Company applies ASC 326 Financial Instruments – Credit Losses for the measurement of expected credit losses, which uses an expected loss allowance model for all trade and notes receivables. The Company has adopted standardized credit policies and performs assessments in an effort to minimize those risks.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet our financial obligations associated with financial liabilities. We manage liquidity risk through the management of our capital structure. Our approach to managing liquidity is to ensure that we will have sufficient liquidity to settle obligations and liabilities when due.

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Asset forfeiture risk

Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property were never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.

Interest Rate Risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. Our debt exposes us to risk of fluctuations in interest rates. Fixed rate debt, where the interest rate is fixed over the life of the instrument, exposes us to changes in market interest rates reflected in the fair value of the debt and to the risk that we may need to refinance maturing debt with new debt at higher rates. Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates. We manage our debt portfolio to achieve an overall desired proportion of fixed and floating rate debts and may employ interest rate swaps ("Swaps") as a tool from time to time to achieve that position. To manage our interest rate risk exposure, we entered into one Swap contract during the year ended December 31, 2022, to hedge the floating rate term loans. Changes in market interest rates impact the fair value of our Swap contract, which was a liability of $2.3 million as of December 31, 2023. In addition to our private placement notes payable and long-term debt, we also have lease obligations and construction finance liabilities that bare interest. Interest rates on existing leases and construction finance liabilities typically do not change unless there is a modification to an underlying agreement. See Item 7, Liquidity and Capital Resources, and Item 8 of this Annual Report on Form 10-K for additional information.

Concentration Risk

Our operations are substantially located in Florida and to a lesser extent Arizona and Pennsylvania. Should economic conditions deteriorate, or competitive pressure intensify within that region, our results of operations and financial position would be negatively impacted.

General Economic Risk

Our operations could be affected by the economic context should the unemployment level, interest rates or inflation reach levels that influence consumer trends and spending and, consequently, impact our sales and profitability.

Inflation Risk

Rising inflation could have an adverse impact on expenses, as these costs could increase at a higher rate than revenues. Our costs are subject to fluctuations, particularly due to changes in the prices of raw product and packaging materials and the costs of labor, transportation and energy. Inflation pressures could also result in increases in these input costs. Therefore, our business results depend, in part, on our continued ability to manage these fluctuations through pricing actions, cost saving projects and sourcing decisions, while maintaining and improving margins and market share. Failure to manage these fluctuations could adversely impact our results of operations or cash flows. In addition, unfavorable macroeconomic conditions, such as a recession or continued slowed economic growth, could negatively affect consumer demand for cannabis products, which consequently, may negatively affect the results of operations. Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of cannabis products, negatively impacting our net sales and margins. Softer consumer demand for cannabis products could reduce our profitability and could negatively affect our overall financial performance.

Item 8. Financial Statements and Supplementary Data.

The financial information required by Item 8 is located beginning on page F-1 of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

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Item 9A. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures.

In connection with the preparation of this Form 10-K, as of December 31, 2023, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management concluded that as of December 31, 2023, we did not maintain effective disclosure controls and procedures because of the material weaknesses in internal control over financial reporting described below under the caption “—Material Weakness in Internal Control Over Financial Reporting.”

Management’s Report on Internal Control Over Financial Reporting

As of December 31, 2023, our management carried out an evaluation, under the supervision and with the participation of our CEO and CFO, of the effectiveness of the design and operation of our controls over financial reporting and procedures using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on the foregoing evaluation, our management concluded that our internal controls over financial reporting were not effective because of the material weaknesses identified in our internal control over financial reporting discussed below, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weakness in Internal Control Over Financial Reporting

As of December 31, 2023, the following material weaknesses have been identified:

•Information technology general controls (ITGCs) were not designed and operating effectively to ensure (i) that access to applications and data, and the ability to make program and job changes, were adequately restricted to appropriate personnel and (ii) that the activities of individuals with access to modify data and make program and job changes were appropriately monitored. Business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted;

•Ineffective design, implementation, and documentation of management review controls related to the valuation of inventory.

While the control deficiencies did not result in a material misstatement to the Company’s consolidated financial statements for the year ending December 31, 2023, they did represent material weaknesses as of December 31, 2023, since there existed a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Management’s Remediation Measures

Management is committed to maintaining a strong internal control environment. In response to the identified material weaknesses, management, with the oversight of the Audit Committee of the Board of Directors, has taken a number of remediation actions during the year ending December 31, 2023, and continues to address these deficiencies. The Company will not be able to conclude that the material weaknesses are remediated until the applicable controls operate for a sufficient period of time and management has concluded, through formal testing, that the controls are operating effectively. Remediation actions taken include the following:

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Information technology:

• The Company continued to strengthen the design and implementation of logical access, change management, and IT operation controls through proper segregation of duties, monitoring controls, and the development of controls around critical jobs.

• The Company procured IT subject matter experts and created an Identity and Access Management team within Information Security to improve ownership and consistency of control execution including the user provisioning process and quarterly user access reviews.

• The Company implemented a formal management training and remediation program, which has promoted risk-based prioritization of remediating findings and a mechanism to track continuous improvement.

Inventory valuation:

The Company created a robust management review control process to:

•Document steps taken by management to perform the review, assess reasonableness, and investigate matters;

•Apply the appropriate level of precision and defined criteria to drive review and investigative procedures;

•Evidence the performance of each management review activity prescribed in the control; and

•Improve the validation of the completeness and accuracy of key reports used in inventory valuation controls.

The Company hired additional resources including:

•Additions to our cost accounting team with appropriate technical knowledge to support inventory accounting requirements;

•A leadership resource to lead internal controls efforts; and

•External resources to assist in the remediation efforts and internal control execution, as well as additional training to personnel.

Attestation Report of Independent Registered Public Accounting Firm

Marcum LLP, an independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2023, which report follows below.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation measures discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules13a-15(f) and 15d-15(f) under the Exchange Act) which occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Item 11. Executive Compensation.

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Item 14. Principal Accounting Fees and Services.

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)Documents filed as a part of this Annual Report on Form 10-K:

(1)Financial Statements—See Index to Financial Statements and Financial Statement Schedule at Item 8 of this Annual Report on Form 10-K.

(2)Financial Statement Schedules—See Index to Financial Statements and Financial Statement Schedule at Item 8 of this Annual Report on Form 10-K. All other schedules are omitted because they are not applicable or not required.

(3)Index to Exhibits.

EXHIBIT INDEX

Exhibit No.	Description
2.1		Merger Agreement, dated September 11, 2018, by and between Schyan Exploration Inc./Exploration Schyan Inc., Schyan Sub, Inc., and Trulieve, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
2.2		Arrangement Agreement, dated May 10, 2021, between Trulieve Cannabis Corp. and Harvest Health & Recreation Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2021 (File No. 000-56248))
3.1		Articles of Trulieve Cannabis Corp., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
4.1		Subordinate Voting Shares Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
4.7		Trust Indenture, dated June 18, 2019, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
4.8		Warrant Indenture, dated June 18, 2019, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
4.9		Supplemental Warrant Indenture, dated November 7, 2019, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
4.10		Supplemental Warrant Indenture, dated December 10, 2020, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
4.11		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2023 (File No. 000-56248)).
4.12		Supplemental Trust Indenture, dated as of October 6, 2021, between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021 (File No. 000-56248))

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4.13	Supplemental Warrant Indenture, dated as of October 1, 2021, between Trulieve Cannabis Corp., Harvest Health & Recreation, Inc. and Odyssey Trust Company (assumed by Trulieve Cannabis Corp. in connection with Harvest acquisition) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052))
4.14	Replacement Purchase Warrant to Purchase Subordinate Voting Shares of Trulieve Cannabis Corp., dated October 1, 2021, issued by Trulieve Cannabis Corp. to Russon Holdings Limited (assumed by Trulieve Cannabis Corp. in connection with Harvest acquisition) (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052))
4.15	Form of Warrant to Purchase Subordinate Voting Shares of Harvest Health & Recreation Inc., dated May 10, 2019, issued to Purchasers of 7% Unsecured Convertible Debentures (assumed by Trulieve Cannabis Corp. in connection with Harvest acquisition) (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052))
4.16	Warrant dated April 23, 2020 issued by Harvest Health & Recreation, Inc. to Cumberland Property Leasing, LLC (assumed by Trulieve Cannabis Corp. in connection with Harvest acquisition) (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052))
4.17‡	Restricted Share Unit Award Agreement dated as of September 15, 2021 by and between Trulieve Cannabis Corp. and Jason B. Pernell Family Trust, as the assignee of Jason Pernell (replaced the Amended and Restated Warrant to Purchase Subordinate Voting Shares of Trulieve Cannabis Corp., dated as of September 21, 2018, by and between Trulieve, Inc. and the Jason B. Pernell Family Trust dated July 31, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021 (File No. 000-56248))
4.18‡	Restricted Share Unit Award Agreement dated as of September 15, 2021 by and between Trulieve Cannabis Corp. and Kim Rivers (replaced the Warrant to Purchase Subordinate Voting Shares of Trulieve Cannabis Corp., dated September 21, 2018, by and between Trulieve, Inc. and Kim Rivers) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021 (File No. 000-56248))
10.1‡	Schyan Exploration Inc. Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.2‡	Form of Director and Officer Indemnity Agreement, dated September 21, 2018, by and between Trulieve Cannabis Corp. and each of Kim Rivers, Thad Beshears, George Hackney, Richard S. May, Michael J. O’Donnell and Jason Pernell (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.3‡	Form of Share Distribution Agreement (Organized Trade), dated July 2020, by and between Trulieve Cannabis Corp. and F. Ashley May, Frederick B. May Family Irrevocable Trust – 2018, John B. May Family Irrevocable Trust 2018, Elizabeth Bailey May, Elizabeth S May, Frederick B. May, Peter T. Healy, John B. May Sr., Richard S. May, Susan E Thronson, Jason Pernell, Kim Rivers, Thomas L Millner and Shade Leaf Holdings, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.4‡	Share Distribution Agreement (Trading Plan), dated July 2020, by and between Trulieve Cannabis Corp. and Thad Beshears (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.5	Lease Agreement between One More Wish, LLC and Trulieve, Inc., dated April 29, 2020 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.6	Lease Agreement between One More Wish II, LLC and Trulieve, Inc., dated August 2018 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))

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10.7	Loan and Security Agreement, by and between Traunch Four, LLC, and George Hackney, Inc., dated May 24, 2018 (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.8	Promissory Note, dated May 24, 2018, by and between George Hackney, Inc., d/b/a Trulieve and Traunch Four, LLC, as amended by that certain First Amendment to Promissory Note dated as of December 31, 2019 and that certain Second Amendment to Promissory Note dated as of March 2, 2021 (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.90	Coattail Agreement, dated September 21, 2018, by and among Trulieve Cannabis Corp., Odyssey Trust Company and holders of the Super Voting Shares (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.10	Share Conversion Agreement by and between Trulieve Cannabis Corp. and Kim Rivers (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.11	Registration Rights Agreement, dated November 12, 2020, by and among Trulieve Cannabis Corp., each of the shareholders set forth therein, and Raymond Boyer, as the representative of each of the shareholders set forth therein (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.12	Registration Rights Agreement, dated November 12, 2020, by and among Trulieve Cannabis Corp., each of the shareholders set forth therein, and Gabriel A. Perlow, as the representative of each of the shareholders set forth therein (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.13	Promissory Note, dated May 24, 2018, by and between George Hackney, Inc., d/b/a Trulieve and Kim Rivers, as amended by that certain First Amendment to Promissory Note dated as of December 31, 2019 and that certain Second Amendment to Promissory Note dated as of March 2, 2021 (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 12, 2021 (File No. 333-252052))
10.14	Registration Rights Agreement, dated July 7, 2021, by and among Trulieve Cannabis Corp., each of the shareholders set forth therein, and Michael J. Badey, as the representative of each of the shareholders set forth therein (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052))
10.15‡	Executive Employment Agreement, dated September 29, 2021, by and between Trulieve Cannabis Corp. and Kimberly Rivers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2021 (File No. 000-56248))
10.16‡	Executive Employment Agreement, dated September 29, 2021, by and between Trulieve Cannabis Corp. and Alex D’Amico (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2021 (File No. 000-56248))
10.17‡	Executive Employment Agreement, dated September 29, 2021, by and between Trulieve Cannabis Corp. and Eric Powers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2021 (File No. 000-56248))
10.18‡	Executive Employment Agreement, dated September 29, 2021, by and between Trulieve Cannabis Corp. and Kyle Landrum (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052)
10.19‡	Executive Employment Agreement, dated September 29, 2021, by and between Trulieve Cannabis Corp. and Tim Morey (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2022 (File No. 333-252052))

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10.20‡	Executive Employment Agreement, dated January 3, 2023, by and between Trulieve Cannabis Corp. and Joy Malivuk (incorporated by reference to Exhibit 10.1 on the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, as filed with the SEC on May 10, 2023 (File No. 000-56248)).
10.21+‡	Executive Employment Agreement, effective as of January 1, 2024, by and between Trulieve Cannabis Corp. and Wes Getman.
10.22+‡	Executive Employment Agreement, effective as of January 29, 2024, by and between Trulieve Cannabis Corp. and Marie Zhang.
10.23	Form of Voting Support and Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2021 (File No. 000-56248))
10.24	Form of Voting Support Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2021 (File No. 000-56248))
10.25‡	Harvest Health and Recreation Inc. 2018 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on October 6, 2021 (File No. 333-260098))
10.26‡	Harvest Health and Recreation Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on October 6, 2021 (File No. 333-260098))
10.27‡	Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2021 (File No. 000-56248))
10.28‡	Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan (incorporated by references to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-56248)).
10.29	Loan Agreement dated December 21, 2022 between Trulieve Capps Highway LLC and Valley National Bank, as agent, and the lenders named therein (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2023 (File No. 000-56248)).
10.30	First Amendment to Loan Agreement, dated as of May 9, 2023 and effective as of December 21, 2022 (incorporated by reference to Exhibit 10.2 on the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, as filed with the SEC on May 10, 2023 (File No. 000-56248)).
10.31	Second Amendment to Loan Agreement, dated as of May 9, 2023 (incorporated by reference to Exhibit 10.3 on the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, as filed with the SEC on May 10, 2023 (File No. 000-56248)).
10.32+	Loan Agreement dated December 22, 2023 between Trulieve Centaury Way, LLC and First Federal Bank
21.1+	Subsidiaries of the Registrant as of December 31, 2023
23.1+	Consent, Marcum LLP
31.1+	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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99.1+	Appendix A (Licenses and Permits)
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

+ Filed herein.

‡ Management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRULIEVE CANNABIS CORP.
Date: February 29, 2024	By:	/s/ Kim Rivers
		Kim Rivers
		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Kim Rivers, Wes Getman and Joy Malivuk as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other and all documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Title	Date
/s/ Kim Rivers	Director, Chief Executive Officer	February 29, 2024
Kim Rivers	(Principal Executive Officer)
/s/ Wes Getman	Chief Financial Officer	February 29, 2024
Wes Getman	(Principal Financial Officer)
/s/ Joy Malivuk	Chief Accounting Officer	February 29, 2024
Joy Malivuk	(Principal Accounting Officer)
/s/ Thad Beshears	Director	February 29, 2024
Thad Beshears
/s/ Peter Healy	Director	February 29, 2024
Peter Healy
/s/ Richard May	Director	February 29, 2024
Richard May
/s/ Thomas Millner	Director	February 29, 2024
Thomas Millner
/s/ Jane Morreau	Director	February 29, 2024
Jane Morreau
/s/ Gianella Alvarez	Director	February 29, 2024
Gianella Alvarez
/s/ Susan Thronson	Director	February 29, 2024
Susan Thronson

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TRULIEVE CANNABIS CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688)	F-2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting (PCAOB ID No. 688)	F-5
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-7
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021	F-8
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021	F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021	F-11
Notes to Consolidated Financial Statements	F-12

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Trulieve Cannabis Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Trulieve Cannabis Corp. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2023, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 (and our report dated February 29, 2024, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Inventory

As described in Note 7, to the consolidated financial statements, the Company’s consolidated inventory related to cannabis inventory is $213.1 million. As discussed in Note 3, the Company’s inventory consists of raw materials (including cannabis plants and packaging materials), work in process and finished goods and is valued at the lower of cost and net realizable value. Significant inputs and assumptions used in the valuation of inventory (excluding any purchased finished goods) include attrition rates of plants, average yield per plant, cumulative stage of completion in the production process and allocation of cost of goods sold. In addition, the Company records a provision for slow-moving and obsolete inventory, which can involve a high degree of judgment. The Company periodically reviews its inventory and identifies that which is excess, slow moving and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand.

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We identified the valuation of inventory as a critical audit matter because of the significance of this balance sheet item, the significant assumptions management makes with regards to its valuation of inventory and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions and estimates.

Addressing the matter involved performing the procedures and evaluating audit evidence, in connection with forming our overall opinion on the consolidated financial statements Our procedures related to the valuation of inventory included, among others, the following:

•We obtained an understanding and evaluated the design of the internal controls over management’s valuation of inventory.

•We evaluated the significant assumptions stated above and tested the completeness and accuracy of the underlying data used in management’s costing and valuation.

•Tested attrition rates, average yield and cumulative stage of completion including performing physical observations of the growing cannabis and assessing quantities and growth stage compared to the plant’s life cycle.

•Tested harvest and extraction yields including performing physical observations of each process.

•Tested management’s assumptions related to costs of goods sold, sales price and expected yields including evaluating whether the assumptions used were reasonable considering (i) historical actual information (ii) independent calculations and observations of these inputs (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

•We evaluated management’s provision for slow-moving and obsolete inventory calculation by reviewing inputs, including historical sales activity versus on-hand inventory levels and current selling prices versus current cost.

Evaluation of Impairment

As described in Note 3 to the consolidated financial statements, the Company tests goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. During the period ended March 31, 2023, the Company performed an interim quantitative impairment test over its single reporting unit due to a sustained decline in its stock price and its impact on the Company’s market capitalization. The test was based on a weighted average of the income and market approaches. The income approach estimates the fair value of a reporting unit through a discounted cash flow model which estimates future cash flows and future operating performance, which include projected revenue, long-term growth rates, gross margins, capital expenditures, discount rates and the probability of achieving the estimated cash flows. The market approach incorporates comparable public companies and market multiples. As a result of its impairment test, the Company concluded that its goodwill was not impaired as of March 31, 2023. During the period ended June 30, 2023, because of a continued decline in the Company’s stock price, the Company estimated the fair value of its single reporting unit by measuring its market capitalization and a corresponding control premium as a market approach, which was also corroborated by other valuation techniques. The Company concluded that its goodwill was impaired based on its estimate of fair value of its reporting unit being lower than its carrying value and recognized a goodwill impairment charge of $307.6 million as of June 30, 2023.

The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends. During the period ended March 31, 2023, the Company determined that certain long-lived assets, including intangible assets, in Massachusetts were impaired due to the competitive environment in the Massachusetts cannabis industry. The Company utilized a combination of the market, income, and cost approach for its impairment testing resulting in an impairment of $30.3 million, which consisted of property and equipment and intangible assets, as of March 31, 2023.

Auditing management’s evaluation of impairment is complex due to the judgments and assumptions required to assess management’s considerations of those factors identified above. Auditing these assumptions involved extensive audit effort, including the need to involve our valuation specialists, due to the complexity of these assumptions and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

The primary procedures we performed to address this critical audit matter included:

•We obtained an understanding and evaluated the design of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.

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•We compared the Company's projected revenue growth, gross profit margins and EBITDA margins with actual results to assess the Company's ability to accurately forecast.

•We evaluated the Company’s projected revenue growth by comparing the projections to the underlying business strategies and legislative trends to assess the probability of achieving such projections.

•We performed sensitivity analyses over significant assumptions to evaluate the impact of changes in the fair value of the reporting unit.

•With the assistance of our valuation specialists, we assessed the fair value methodologies utilized and tested significant assumptions including, among other items, the weighted average cost of capital and the discount rate.

•With the assistance of our valuation specialists, we evaluated the market approach, including evaluating the reasonableness of the selected market multiples based on guideline public companies.

•In addition, we tested management’s reconciliation of the fair value of the reporting unit to the Company’s market capitalization, including evaluating the comparable public company transactions identified and the implied control premium.

•With the assistance of our valuation specialists, we evaluated the cost approach used by management in evaluating the Massachusetts property, plant, and equipment fair value, including evaluating replacement cost calculations, land valuations, and comparable sales data.

Evaluation of uncertain tax positions

As discussed in Note 3 and Note 18 to the consolidated financial statements, the Company has taken uncertain tax positions based on legal interpretations that challenge its tax liability under Internal Revenue Code Section 280E and inventory costs for tax purposes in its Florida and West Virginia dispensaries. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. As of December 31, 2023, the Company accrued uncertain tax position liabilities of approximately $180.4 million.

Auditing management’s estimate of the amount of tax benefit that qualifies for recognition involved especially challenging auditor judgment because management’s estimate is complex, highly judgmental and based on interpretations of tax laws and legal rulings.

The primary procedures we performed to address this critical audit matter included:

•Obtained an understanding and evaluated the design of controls over Management’s accounting process for uncertain tax positions, including the controls over management’s review of the technical merits of its tax positions and the measurement of the amount of tax benefits that qualify for recognition.

•With the assistance of our tax specialists, we assessed the technical merits of the Company’s tax positions, including evaluating income tax interpretations and third-party advice obtained by the Company and the Company’s process of filing tax returns with uncertain tax positions.

•Evaluated the appropriateness of the Company’s accounting for its tax positions taking into consideration relevant federal and state income tax laws.

•Analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations.

•Evaluated the adequacy of the Company’s financial statement disclosures related to these tax matters.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

West Palm Beach, FL

February 29, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders and Board of Directors of

Trulieve Cannabis Corp.

Adverse Opinion on Internal Control over Financial Reporting

We have audited Trulieve Cannabis Corp.’s (the "Company") internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in “Management's Annual Report on Internal Control Over Financial Reporting”:

Information technology general controls (ITGCs) were not designed and operating effectively to ensure (i) that access to applications and data, and the ability to make program and job changes, were adequately restricted to appropriate personnel and (ii) that the activities of individuals with access to modify data and make program and job changes were appropriately monitored. Business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted;

Ineffective design, implementation, and documentation of management review controls related to the valuation of inventory;

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal December 31, 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024 on those consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive (loss) income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and related notes of the Company, and our report dated February 29, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management Annual Report on Internal Control Over Financial Reporting". Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

West Palm Beach, FL

February 29, 2024

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TRULIEVE CANNABIS CORP.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	Year ended December 31,
	2023		2022
ASSETS
Current Assets:
Cash and cash equivalents	$	201,372	$	207,185
Restricted cash	6,607		6,607
Accounts receivable, net	6,703		6,507
Inventories	213,120		276,505
Prepaid expenses	17,620		11,031
Other current assets	23,735		51,247
Notes receivable - current portion	6,233		728
Assets associated with discontinued operations	1,958		33,733
Total current assets	477,348		593,543
Property and equipment, net	676,352		743,260
Right of use assets - operating, net	95,910		98,926
Right of use assets - finance, net	58,537		70,495
Intangible assets, net	917,191		984,797
Goodwill	483,905		791,495
Notes receivable, net	7,423		11,992
Other assets	10,379		12,768
Long-term assets associated with discontinued operations	2,010		93,129
TOTAL ASSETS	$	2,729,055	$	3,400,405
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$	83,162	$	82,023
Income tax payable	—		49,615
Deferred revenue	1,335		9,459
Notes payable - current portion	3,759		12,453
Operating lease liabilities - current portion	10,068		10,291
Finance lease liabilities - current portion	7,637		8,271
Construction finance liabilities - current portion	1,466		1,189
Contingencies	4,433		34,666
Liabilities associated with discontinued operations	2,989		2,328
Total current liabilities	114,849		210,295
Long-Term Liabilities:
Notes payable, net	115,855		94,247
Private placement notes, net	363,215		541,664
Operating lease liabilities	92,235		99,851
Finance lease liabilities	61,676		69,948
Construction finance liabilities	136,659		137,144
Deferred tax liabilities	206,964		224,903
Uncertain tax position liabilities	180,350		19,459
Other long-term liabilities	7,086		6,820
Long-term liabilities associated with discontinued operations	41,553		68,370
TOTAL LIABILITIES	1,320,442		1,472,701
Commitments and contingencies (see Note 23)
SHAREHOLDERS' EQUITY
Common stock, no par value; unlimited shares authorized. 186,235,818 and 185,987,512 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.	—		—
Additional paid-in-capital	2,055,112		2,045,003
Accumulated deficit	(640,639)		(113,843)
Non-controlling interest	(5,860)		(3,456)
TOTAL SHAREHOLDERS' EQUITY	1,408,613		1,927,704
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,729,055	$	3,400,405

The accompanying notes are an integral part of these consolidated financial statements.

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TRULIEVE CANNABIS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share data)

	For the Years Ended December 31,
	2023		2022		2021
Revenue	$	1,129,193	$	1,218,229	$	931,934
Cost of goods sold	540,565		529,102		365,360
Gross profit	588,628		689,127		566,574
Expenses:
Sales and marketing	240,165		277,563		211,905
General and administrative	145,997		169,471		99,456
Depreciation and amortization	109,825		116,381		45,791
Impairment and disposal of long-lived assets, net	6,664		75,547		5,371
Impairment of goodwill	307,590		—		—
Total expenses	810,241		638,962		362,523
(Loss) income from operations	(221,613)		50,165		204,051
Other income (expense):
Interest expense, net	(81,569)		(73,422)		(29,121)
Interest income	6,164		1,631		205
Gain on debt extinguishment, net	5,937		—		—
Other income, net	6,544		2,388		1,112
Total other expense, net	(62,924)		(69,403)		(27,804)
(Loss) income before provision for income taxes	(284,537)		(19,238)		176,247
Provision for income taxes	151,358		163,380		145,722
Net (loss) income from continuing operations	(435,895)		(182,618)		30,525
Net loss from discontinued operations, net of tax benefit (provision) of $4,101, $12,223, and $(339) respectively	(97,241)		(70,109)		(13,080)
Net (loss) income	(533,136)		(252,727)		17,445
Less: net loss attributable to non-controlling interest from continuing operations	(5,147)		(3,994)		(587)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)		(2,669)		—
Net (loss) income attributable to common shareholders	$	(526,796)	$	(246,064)	$	18,032
Net (loss) income per share - Continuing operations:
Basic	$	(2.28)	$	(0.95)	$	0.22
Diluted	$	(2.28)	$	(0.95)	$	0.21
Net loss per share - Discontinued operations:
Basic and diluted	$	(0.51)	$	(0.36)	$	(0.09)
Weighted average number of common shares used in computing net (loss) income per common share:
Basic	188,974,176		187,995,317		139,366,940
Diluted	188,974,176		187,995,317		146,757,286

The accompanying notes are an integral part of these consolidated financial statements.

F-8

Table of Contents

TRULIEVE CANNABIS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands, except for share data)

	Super Voting Shares	Multiple Voting Shares	Subordinate Voting Shares	Total Common Shares	Additional Paid-in- Capital		Accumulated Earnings (Deficit)		Non- Controlling Interest		Total
Balance, December 31, 2020	58,182,500	1,439,037	59,952,461	119,573,998	$	328,214	$	119,689	$	—	$	447,903
Share-based compensation	—	—	—	—	9,254		—		—		9,254
Exercise of stock options	—	—	75,716	75,716	352		—		—		352
Shares issued for cash - warrant exercises	—	—	569,533	569,533	7,672		—		—		7,672
Subordinate Voting Shares issued upon cashless warrant exercise	—	—	2,075,987	2,075,987	—		—		—		—
Tax withholding related to net share settlements of equity awards	—	—	(39,898)	(39,898)	(1,072)		—		—		(1,072)
Issuance of shares in private placement, net of issuance costs	—	—	5,750,000	5,750,000	217,896		—		—		217,896
Contingent consideration payable in shares	—	—	—	—	(2,800)		—		—		(2,800)
Conversion of Super Voting Shares to Subordinate Voting Shares	(3,021,100)	—	3,021,100	—	—		—		—		—
Conversion of Super Voting Shares to Multiple Voting Shares	(55,161,400)	55,161,400	—	—	—		—		—		—
Conversions of Multiple Voting to Subordinate Voting Shares	—	(4,683,438)	4,683,438	—	—		—		—		—
Adjustment of fair value of equity consideration for PurePenn, LLC	—	—	—	—	2,711		—		—		2,711
Adjustment of fair value of equity consideration for Keystone Relief Centers, LLC	—	—	—	—	1,004		—		—		1,004
Shares issued for Mountaineer Holding, LLC acquisition	—	—	60,342	60,342	2,470		—		—		2,470
Shares issued for Solevo Wellness West Virginia, LLC acquisition	—	—	11,658	11,658	445		—		—		445
Shares issued for Nature's Remedy of Massachusetts, Inc. acquisition	—	—	237,881	237,881	9,139		—		—		9,139
Shares issued for the Patient Centric of Martha's Vineyard Ltd. acquisition	—	—	258,383	258,383	10,012		—		—		10,012
Shares issued for Anna Holdings, LLC acquisition	—	—	1,009,336	1,009,336	35,385		—		—		35,385
Shares issued for Harvest Health & Recreation, Inc. acquisition	—	—	50,921,236	50,921,236	1,387,418		—		2,139		1,389,557
Net income (loss)	—	—	—	—	—		18,032		(587)		17,445
Balance, December 31, 2021	—	51,916,999	128,587,173	180,504,172	$	2,008,100	$	137,721	$	1,552	$	2,147,373

F-9

Table of Contents

	Super Voting Shares	Multiple Voting Shares	Subordinate Voting Shares	Total Common Shares	Additional Paid-in- Capital		Accumulated Earnings (Deficit)		Non- Controlling Interest		Total
Share-based compensation	—	—	—	—	18,124		—		—		18,124
Exercise of stock options	—	—	59,971	59,971	156		—		—		156
Shares issued for cash - warrant exercises	—	—	1,428,262	1,428,262	19,238		—		—		19,238
Subordinate Voting Shares issued under share compensation plans	—	—	179,857	179,857	—		—		—		—
Tax withholding related to net share settlements of equity awards	—	—	(47,801)	(47,801)	(615)		—		—		(615)
Conversion of Multiple Voting Shares to Subordinate Voting Shares	—	(25,690,613)	25,690,613	—	—		—		—		—
Shares issued for PurePenn, LLC, Pioneer Leasing & Consulting LLC, and Solevo Wellness West Virginia, LLC earnout	—	—	3,626,295	3,626,295	—		—		—		—
Release of escrow shares	—	—	236,756	236,756	—		—		—		—
Distribution payable for acquisition of variable interest entity	—	—	—	—	—		(5,500)		—		(5,500)
Distribution	—	—	—	—	—		—		(50)		(50)
Divestment of variable interest entity	—	—	—	—	—		—		110		110
Measurement period adjustment - Harvest Health & Recreation, Inc.	—	—	—	—	—		—		1,595		1,595
Net loss	—	—	—	—	—		(246,064)		(6,663)		(252,727)
Balance, December 31, 2022	—	26,226,386	159,761,126	185,987,512	$	2,045,003	$	(113,843)	$	(3,456)	$	1,927,704
Share-based compensation	—	—	—	—	10,575		—		—		10,575
Subordinate Voting Shares issued under share compensation plans	—	—	334,611	334,611	—		—		—		—
Tax withholding related to net share settlements of equity awards	—	—	(86,305)	(86,305)	(466)		—		—		(466)
Distribution to variable interest entity	—	—	—	—	—		—		(50)		(50)
Consideration for purchase of variable interest entity	—	—	—	—	1,643		—		—		1,643
Deconsolidation of variable interest entity	—	—	—	—	(1,643)		—		3,862		2,219
Divestment of variable interest entity	—	—	—	—	—		—		124		124
Net loss	—	—	—	—	—		(526,796)		(6,340)		(533,136)
Balance, December 31, 2023	—	26,226,386	160,009,432	186,235,818	$	2,055,112	$	(640,639)	$	(5,860)	$	1,408,613

The accompanying notes are an integral part of these consolidated financial statements.

F-10

Table of Contents

TRULIEVE CANNABIS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the Years Ended December 31,
	2023		2022		2021
Cash flows from operating activities
Net (loss) income	$	(533,136)	$	(252,727)	$	17,445
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	110,820		121,776		48,096
Depreciation included in cost of goods sold	59,837		52,541		24,073
Non-cash interest expense, net	5,443		4,893		3,463
Gain on extinguishment of debt, net	(5,937)		—		—
Impairment and disposal of long-lived assets, net	6,664		75,547		5,371
Impairment of goodwill	307,590		—		—
Amortization of operating lease right of use assets	10,333		11,252		6,051
Accretion of construction finance liabilities	1,281		1,470		1,209
Share-based compensation	10,575		18,124		9,254
Change in fair value of derivative liabilities - warrants	(252)		(2,643)		(208)
Non-cash change in contingencies	(544)		23,017		9,269
Allowance for credit losses	2,750		3,617		—
Deferred income tax expense	(17,173)		(27,174)		(26,262)
Loss from disposal of discontinued operations	69,481		49,130		—
Changes in assets and liabilities:
Decrease/(increase) in inventories	83,304		(83,430)		(19,573)
Decrease/(increase) in accounts receivable	(1,712)		(4,206)		(4,901)
Decrease/(increase) in prepaid expenses and other current assets	6,751		5,264		(8,080)
Decrease/(increase) in other assets	2,954		2,388		(6,276)
(Decrease)/increase in accounts payable and accrued liabilities	1,635		(819)		(9,659)
(Decrease)/increase in income tax payable	(48,822)		19,756		(12,979)
(Decrease)/increase in other current liabilities	(13,263)		(1,368)		(15,799)
(Decrease)/increase in operating lease liabilities	(9,172)		(10,002)		(4,164)
(Decrease)/increase in deferred revenue	(8,232)		2,370		(4,642)
(Decrease)/increase in uncertain tax position liabilities	160,891		12,794		2,750
(Decrease)/increase in other long-term liabilities	(225)		1,526		(1,540)
Net cash provided by operating activities	201,841		23,096		12,898
Cash flows from investing activities
Purchases of property and equipment	(40,385)		(164,749)		(275,902)
Purchases of property and equipment related to construction finance liabilities	—		(13,247)		(20,979)
Capitalized interest	148		(4,732)		(9,234)
Acquisitions, net of cash	—		(27,781)		43,453
Divestments	977		2,037		—
Payments made for issuance of note receivable	(750)		—		(4,000)
Capitalized internal use software	(10,615)		(9,214)		(3,716)
Cash paid for licenses	(4,640)		(1,855)		—
Proceeds from sales of long-lived assets	5,027		739		55,034
Proceeds received from notes receivable	903		1,472		160
Proceeds from sale of held for sale assets	11,865		2,273		—
Net cash used in investing activities	(37,470)		(215,057)		(215,184)
Cash flows from financing activities
Proceeds from notes payable, net of discounts	24,718		90,541		342,586
Proceeds from private placement notes, net of discounts	—		75,635		6,032
Proceeds from shares issued pursuant to private placement notes, net of issuance costs	—		—		217,896
Proceeds from equity exercises	—		19,394		8,024
Proceeds from construction finance liabilities	—		7,047		13,250
Payments on notes payable	(11,780)		(2,928)		(280,788)
Payments on private placement notes	(177,595)		(1,874)		—
Payments on finance lease obligations	(7,588)		(7,361)		(4,434)
Payments on construction finance liabilities	(2,050)		(1,161)		—
Payments for debt issuance costs	(774)		(832)		(251)
Payments on notes payable - related party	—		—		(12,011)
Payments for taxes related to net share settlement of equity awards	(466)		(615)		(1,072)
Distributions	(50)		(50)		—
Net cash (used in) provided by financing activities	(175,585)		177,796		289,232
Net (decrease) increase in cash, cash equivalents, and restricted	(11,214)		(14,165)		86,946
Cash, cash equivalents, and restricted cash, beginning of period	213,792		229,644		146,713
Cash and cash equivalents of discontinued operations, beginning of period	5,702		4,015		—
Less: cash and cash equivalents of discontinued operations, end of period	(301)		(5,702)		(4,015)
Cash, cash equivalents, and restricted cash, end of period	$	207,979	$	213,792	$	229,644

The consolidated statements of cash flows include continuing operations and discontinued operations for the years ended December 31, 2023, 2022, and 2021.

The accompanying notes are an integral part of these consolidated financial statements.

TRULIEVE CANNABIS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)

	For the Years Ended December 31,
Supplemental disclosure of cash flow information	2023		2022		2021
Cash paid for
Interest	$	81,209	$	76,142	$	39,075
Income taxes, net of refunds	52,644		146,672		178,657
Noncash investing and financing activities
ASC 842 lease additions - operating and finance leases	$	14,323	$	41,141	$	61,195
Reclassification of assets to held for sale	18,408		—		—
Purchases of property and equipment in accounts payable and accrued liabilities	2,778		3,924		17,861
Noncash partial extinguishment of construction finance liability	18,486		—		—
Acquisition fair value adjustments	—		1,595		3,964
Acquisition of variable interest entity with note payable	—		5,500		—
Value of shares issued for acquisitions	—		—		1,447,973
Value of shares reserved for PurePenn, LLC and Solevo Wellness West Virginia, LLC acquisitions	—		—		(2,800)
Purchase of PP&E through exchange of ROU asset	—		3,355		—
Derecognition of ROU asset	—		(3,355)		—
ASC 842 lease terminations	—		—		1,035

The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the totals shown in the consolidated statements of cash flows for the periods indicated below:

	For the Years Ended December 31,
	2023		2022		2021
Beginning of year:
Cash and cash equivalents (1)	$	207,185	$	226,631	$	146,713
Restricted cash	6,607		3,013		—
Cash, cash equivalents and restricted cash (1)	$	213,792	$	229,644	$	146,713
End of year:
Cash and cash equivalents (2)	$	201,372	$	207,185	$	226,631
Restricted cash	6,607		6,607		3,013
Cash, cash equivalents and restricted cash (2)	$	207,979	$	213,792	$	229,644

(1)Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $5.7 million, $4.0 million, and zero, respectively.

(2)Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $0.3 million, $5.7 million, and $4.0 million, respectively.

F-11

TRULIEVE CANNABIS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS

Trulieve Cannabis Corp. together with its subsidiaries (“Trulieve", the “Company”) was incorporated in British Columbia, Canada. Trulieve is a vertically integrated cannabis company which, as of December 31, 2023, held and operated under licenses in Florida, Connecticut, Pennsylvania, West Virginia, Arizona, Colorado, Maryland, Ohio, and Georgia, to cultivate, produce, distribute, and sell medicinal-use cannabis products, and with respect to Arizona, Colorado, Connecticut and Maryland, adult-use cannabis products. The Company's operations are substantially located in Florida and to a lesser extent Arizona and Pennsylvania.

In addition to the States listed above, the Company also conducts activities in other markets. In these markets, the Company has either applied for licenses, plans on applying for licenses, or partners with other entities, but does not currently directly own any cultivation, production, or retail licenses. Further, the Company also holds licenses in states in which it is no longer currently operating due to discontinuing operations and other strategic reasons.

The Company’s principal address is located in Quincy, Florida. The Company’s registered office is located in British Columbia.

The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 25, 2018, under the ticker symbol “TRUL” and trades on the OTCQX market under the symbol “TCNNF”.

Regulatory compliance

The Company’s compliance with state and other rules and regulations may be reviewed by state and federal agencies. If the Company fails to comply with these regulations, the Company could be subject to loss of licenses, substantial fines or penalties, and other sanctions.

NOTE 2. BASIS OF PRESENTATION

Principles of consolidation

The accompanying consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 include the financial position and operations of Trulieve Cannabis Corp. and its subsidiaries. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenue, and expenses of all consolidated subsidiaries and variable interest entities for which the Company has determined it is the primary beneficiary. Outside shareholders' interests in subsidiaries are shown on the consolidated financial statements as non-controlling interests. Intercompany balances and transactions are eliminated in consolidation.

A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for in accordance with the relevant accounting guidance.

The Company regularly reviews and reconsiders previous conclusions regarding whether it is the primary beneficiary of a VIE in accordance with FASB ASC 810. The Company also reviews and reconsiders previous conclusions regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether the Company is required to consolidate such VIE in the consolidated financial statements when a change occurs.

F-12

Discontinued Operations

In June 2023, the Company exited operations in Massachusetts and in July 2022, the Company discontinued its Nevada operations. Both actions represented a strategic shift in business; therefore, the related assets and liabilities associated with the discontinued operations are classified as discontinued operations on the consolidated balance sheets and the results of the discontinued operations have been presented as discontinued operations within the consolidated statements of operations for all periods presented. Unless specifically noted otherwise, footnote disclosures only reflect the results of continuing operations. The results of discontinued operations are presented in Note 19. Discontinued Operations.

Basis of Measurement

These consolidated financial statements have been prepared on the 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 consolidated financial statements are presented in U.S. dollars.

Reclassifications

Certain reclassifications have been made to the consolidated financial statements of prior periods and of the accompanying notes to conform to the current period presentation.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are recorded at fair value. Cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value.

Restricted Cash

Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. They are held by or with financial institutions pursuant to contractual arrangements.

Accounts Receivable and Notes Receivable

The Company reports accounts receivable at their net realizable value, which is management’s best estimate of the cash that will ultimately be received from customers. The Company's notes receivable represent notes due from various third parties. The Company maintains an allowance for expected credit losses to reflect the expected non-collectability of accounts receivable and notes receivable based on historical collection data and specific risks identified among uncollected accounts, as well as management’s expectation of future economic conditions. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the companies receivables and the expected future losses. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Accounts receivable and notes receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible.

F-13

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and notes receivable. The Company’s cash and cash equivalents, primarily consisted of bank deposits, cash on hand, and money market funds, Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions in excess of federally insured limits.

The Company reviews its notes receivable regularly and reduces amounts to their expected realizable values by adjusting the allowance for credit losses when management determines that the account may not be fully collectable. The Company applies ASC 326 Financial Instruments – Credit Losses for the measurement of expected credit losses, which uses an expected loss allowance model for notes receivables. The Company has adopted standardized credit policies and performs assessments in an effort to minimize those risks.

Inventory

Inventories are comprised of raw materials (including cannabis plants and packaging materials), work in process, and finished goods. Inventory is valued at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal, and transportation for inventories in process. Cost is determined using the weighted average cost method.

Costs incurred during the growing and production process are capitalized as incurred to the extent that accumulated cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Fixed costs associated with abnormal production volume are expensed as incurred.

The Company periodically reviews its inventory and identifies that which is excess, slow moving and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand. Any identified excess, slow moving and obsolete inventory is written down to its net realizable value through a charge to cost of goods sold.

Property and Equipment

Property and equipment are measured at cost less accumulated depreciation. Depreciation is recognized on a straight-line basis over the following estimated useful lives:

Land	Not depreciated
Land improvements	20 to 30 years
Buildings & improvements	7 to 40 years
Furniture & equipment	3 to 10 years
Vehicles	3 to 5 years
Construction in progress	Not depreciated
Leasehold improvements	The lessor of the life of the lease or the estimated useful life of the asset

The Company capitalizes interest on debt financing invested in projects under construction. Upon the asset becoming available for use, capitalized interest costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the related asset. Construction in progress is transferred when available for use and depreciation of the assets commences at that point.

F-14

Held for Sale

The Company classifies long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally the Company's Board of Directors ("the Board") or certain Executive Officers, commit to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs with the gain or loss on disposal recognized in the consolidated statements of operations. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses, and interest expense continues to be recognized until the date of disposal.

Leases

The Company enters into leases in the normal course of business, primarily for retail space, production facilities, corporate offices, and equipment used in the production and sale of its products. Lease terms for real estate generally range from five to ten years. Most leases include options to renew for varying terms at the Company’s sole discretion. Other leased assets include passenger vehicles, trucks, and equipment. Lease terms for these assets generally range from three to five years. At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company made an accounting policy election not to recognize right-of-use assets and lease liabilities for leases with a lease term of 12 months or less. Instead lease payments for these leases are recognized as lease expense on a straight-line basis over the lease term.

The Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right-of-use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents. The right-of-use asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company has lease agreements that contain both lease and non-lease components. For lease agreements entered into or reassessed after the adoption of Accounting Standard’s Codification 842, Leases, the Company elected to combine lease and non-lease components for all classes of assets.

For finance leases, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, the right-of-use asset is amortized on a straight-line basis and the interest expense is recognized on the lease liability using the effective interest method. For operating leases, lease expense is recognized on a straight-line basis over the term of the lease and presented as a single charge in the consolidated statements of operations.

The lease term at the lease commencement date is determined based on the noncancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considers a number of factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before an option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to the Company's operations, costs to negotiate a new lease, any contractual or economic penalties, and the economic value of leasehold improvements.

F-15

Certain lease arrangements contain provisions requiring the Company to remove lessee installed leasehold improvements at the expiration of the lease. As this obligation is a direct result of the Company's decision to install leasehold improvements and does not arise solely because of the lease the Company excludes these obligations from lease payments and variable lease payments. The Company records these obligations as asset retirement obligations. The fair value of these obligations are recorded as liabilities on a discounted basis, which occurs as of lease commencement. In the estimation of fair value, the Company uses assumptions and judgements for an asset retirement obligation. The costs associated with these liabilities are capitalized with the associated leasehold improvement and depreciated over the lease term with the liabilities accreted over the same period.

Failed sales-leasebacks (Construction financial liabilities)

When the Company enters into sale-leaseback transactions, an assessment is performed to determine whether a contract exists and whether there is a performance obligation to transfer control of the asset when determining whether the transfer of an asset shall be accounted for as a sale of the asset. If control is not transferred based on the nature of the transaction, and therefore does not meet the requirements for a sale under the sale-leaseback accounting model, the Company is deemed to own this real estate and reflects these properties on our consolidated balance sheets in property and equipment, net and depreciates them over the assets' useful lives. The liabilities associated with these leases are recorded to construction finance liabilities - current portion and construction finance liabilities on the consolidated balance sheets.

Intangible Assets

Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in business combinations are measured at fair value at the acquisition date. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The estimated useful lives, residual values, and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively.

Internal Use Software

The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Further, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality or extend the assets useful life. Amortization of such costs commences when the project is substantially completed and ready for its intended use. Capitalized software development costs are classified as intangible assets, net on the consolidated balance sheets.

Intangible assets are amortized using the straight-line method over estimated useful lives as follows:

Licenses	15 years
Internal use software	3 to 5 years
Tradenames	2 to 10 years
Customer relationship	1 to 5 years
Non-compete	2 years
Trademarks	1 to 5 years

F-16

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of December 31:

	2023		2022
	(in thousands)
Trade accounts payable	$	28,245	$	15,857
Nontrade accrued liabilities (1)	23,829		34,662
Accrued compensation and benefits	18,113		19,451
Non income taxes payable	7,061		5,747
Other	5,914		6,306
Total accounts payable and accrued liabilities	$	83,162	$	82,023

(1)Nontrade accrued liabilities includes recurring accruals for items including but not limited to: interest, utilities, and insurance.

Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

Derivative Financial Instruments

The Company utilizes interest rate swaps for the sole purpose of mitigating interest rate fluctuation risk associated with floating rate debt instruments. The Company does not use any other derivative financial instruments for trading or speculative purposes. In accordance with ASC 815, Derivatives and Hedging, derivative financial instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. The Company has not designated its interest rate swap ("Swap") contracts as hedges for accounting treatment. Pursuant to U.S. GAAP, income or loss from fair value changes for derivatives that are not designated as hedges are reflected as income or loss within interest expense on the consolidated statements of operations and a corresponding asset or liability is recognized on the consolidated balance sheets based on the fair value position as of each reporting date.

Warrants

Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity, as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement. Changes in fair value are recognized as a component of other income, net on the consolidated statements of operations as change in fair value of derivative liabilities - warrants. Transaction costs allocated to warrants that are presented as a liability were immediately expensed within the consolidated statements of operations. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured.

F-17

Earnings per share

Basic earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and the incremental shares issuable upon conversion of similar instruments.

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. See Note 17. Earnings Per Share.

Revenue Recognition

The Company generates revenue from the sale of cannabis and cannabis related products. Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those goods or services. Our revenue excludes sales, use, and excise-based taxes collected and is reported net of sale discounts. Revenue associated with any unsatisfied performance obligation is deferred until the obligation is satisfied (i.e., when control of a product is transferred to the customer).

Revenues are primarily derived from retail and wholesale sales, which are recognized when control of the goods has transferred to the customer and collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligation has been fulfilled under the terms of the related sales contract.

Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue from the wholesale of cannabis to customers is recognized upon delivery to the customer. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. See Note 22. Revenue Disaggregation.

Deferred Revenue

For most of its locations, the Company offers a loyalty reward program to its dispensary customers that allows customers to earn reward credits to be used on future purchases. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are recorded as reductions to revenue on the consolidated statements of operations and included as deferred revenue on the consolidated balance sheets. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. The loyalty reward points expire at the end of a six month period.

During the first quarter of 2023, the Company terminated the loyalty program associated with dispensaries acquired with the October 2021 acquisition of Harvest Health & Recreation, Inc. ("Harvest"). As a result of the termination of the loyalty program at certain dispensaries, the Company recorded a reduction in the accrual of $4.7 million in revenue on the consolidated statements of operations. The remaining reduction in deferred revenue during the year ended December 31, 2023 was primarily due to increased breakage in our remaining loyalty programs.

Cost of Goods Sold

Costs of goods sold include the costs directly attributable to the production of inventory and amounts incurred in the cultivation and manufacturing process of finished goods, such as flower, concentrates, and edibles, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes depreciation and amortization, allocations of rent, administrative salaries, utilities, and related costs.

F-18

Income Taxes

The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The IRS has taken the position that cannabis companies are subject to the limits of IRC Section 280E under which they are only allowed to deduct expenses directly related to costs of goods sold. The Company has taken a position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code.

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 less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within provision for income taxes within the consolidated statements of operations.

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketing expenses on the accompanying consolidated statements of operations and totaled $12.1 million, $8.2 million, and $7.5 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Share Based Compensation

Stock Options

Share-based payment awards are based on the estimated fair value of the awards using the Black-Scholes option pricing model and the related expense is recognized using the graded-vesting method over the award term. The Company estimates expected volatility using the historical volatility of the Company. In cases where there is insufficient trading history, the expected volatility is estimated using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding and is computed using the simplified method as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. The expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company has elected to account for forfeitures as they occur.

Restricted Stock Units

Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally vest ratably over a two-to-three-year period subject to continued employment through each anniversary. The fair value of the Company’s RSUs are determined based on the stock price on the date of grant and the related expense is recognized using the graded-vesting method over the award term.

Business combinations and goodwill

The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.

F-19

Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations.

Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received.

Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans and, therefore, no corresponding allowance for loan losses is recorded for such loans at acquisition.

Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.

Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Cannabis licenses are the primary intangible asset acquired in business combinations as they provide the Company the ability to operate in each market. However, some cannabis licenses are subject to renewal and therefore there is some risk of non-renewal for several reasons, including operational, regulatory, legal, or economic. To appropriately consider the risk of non-renewal, the Company applies probability weighting to the expected future net cash flows in calculating the fair value of these intangible assets. The key assumptions used in these cash flow projections include discount rates and terminal growth rates. Of the key assumptions used, the impact of the estimated fair value of the intangible assets has the greatest sensitivity to the estimated discount rate used in the valuation. The terminal growth rate represents the rate at which these businesses will continue to grow into perpetuity. Other significant assumptions include revenue, gross profit, operating expenses, and anticipated capital expenditures which are based upon the Corporation’s historical operations along with management projections. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied.

Non-controlling Interest

Non-controlling interests (“NCI”) represent equity interests in subsidiaries, including VIEs, owned by outside parties. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement is made on a transaction-by-transaction basis. The Company measures each NCI at its proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The share of net assets attributable to NCI is presented as a component of equity. NCI's share of net income or loss is recognized directly in equity. Total income or loss of subsidiaries is attributed to the shareholders of the Company and to the NCI, even if this results in the NCI having a deficit balance.

Impairment of long-lived assets

The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends.

F-20

In accordance with ASC 360-10, when evaluating long-lived assets with impairment indicators for potential impairment, the Company first compares the carrying value of the asset to its estimated undiscounted cash flows. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset, an impairment loss is calculated. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. The Company recognizes an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value.

During the first quarter of 2023, the Company determined that certain long-lived assets, including intangible assets, in Massachusetts were impaired due to the competitive environment in the Massachusetts cannabis industry. The Company utilized a cost approach for its impairment testing of intangibles and property and equipment resulting in an impairment of $30.3 million recorded on the consolidated statements of operations, of which $27.6 million was for discontinued operations and recorded in net loss from discontinued operations, net of tax benefit, and $2.7 million was for continuing operations and recorded in impairment and disposal of long-lived assets, net. The cost approach is based on market comparable data for replacement, adjusted for local variations, inflation, and other factors.

During the remaining nine-month period for the year ended December 31, 2023, the Company did not identify any events or changes in circumstances providing indication of impairment.

Impairment of goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. Examples of such events and circumstances that the company considers include the following:

•Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;

•Industry and market considerations such as a deterioration in the environment in which the company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the company's products or services, or a regulatory or political development;

•Cost factors such as increases in inventory, labor, or other costs that have a negative effect on earnings and cash flows;

•Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;

•Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation;

•Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and

•A sustained decrease in share price (considered in both absolute terms and relative to peers).

In order to determine that the value of goodwill may have been impaired, the Company applies the guidance in FASB ASU 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment, which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. The Company performs the Step Zero assessment to determine that it was more-likely-than-not if the reporting unit’s carrying value is less than the fair value, indicating the potential for goodwill impairment. A number of factors, including historical results, business plans, forecasts, market data, and a reasonable control premium are used to determine the fair value of the reporting unit. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.

The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable.

F-21

During the three months ended June 30, 2023, the Company identified one event included in the list above as a risk indicator for goodwill impairment, which was a decline in the Company's share price negatively affecting the Company's market capitalization. The Company concluded the decline in stock price was a triggering event to perform an interim quantitative goodwill impairment test, as of June 30, 2023, specific to the stock price decline and resulting market capitalization of the Company. As the sole risk to the value of goodwill was the stock price, the Company concluded it most appropriate to apply a market approach. The results of the Company’s interim test for impairment as of June 30, 2023, utilizing a market approach, indicated that the reporting unit's fair value fell below the carrying value. Based on the results of the goodwill impairment procedures, the Company recorded a $307.6 million goodwill impairment for the single reporting unit in the second quarter of 2023.

When the Company employs the market approach in its goodwill impairment testing, the Company estimates the fair value based upon multiples of comparable public companies. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, as well as assessing comparable market multiples in estimating the fair value of the reporting unit.

For the Company's 2023 annual impairment test, the Company performed a Step Zero assessment reviewing the factors listed above, including but not limited to historical results, business plans, forecasts, market data, and a reasonable control premium.

Other than the event that existed and was isolated to the three months ending June 30, 2023 as outlined above, as of December 31, 2023, the Company did not identify any events or changes in circumstances that would indicate the carrying amount of goodwill may be impaired. The Company did not identify any impairment of its goodwill during the years ended December 31, 2022 or 2021.

Discontinued Operations

The Company classifies a component of an entity that has been or is to be disposed of, either by sale, abandonment, or other means, as discontinued operations when it represents a strategic shift in the Company's operations. A component of an entity is identified as operations and cash flows that can be clearly distinguished, operationally and financially, from the rest of the entity.

Critical Accounting Estimates and Judgments

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in our consolidated financial statements, include, but are not limited to, inventory; accounting for acquisitions and business combinations; income taxes; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; fair value of financial instruments; share-based payment arrangements; and commitments and contingencies. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

Recently Issued Accounting Pronouncements

Recent accounting pronouncements, other than those below, issued by the FASB did not or are not believed by management to have a material effect on the Company’s present or future financial statements or disclosures.

ASU 2023-07 In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is also permitted. This ASU will result in additional required disclosures when adopted, where applicable.

F-22

ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures.

NOTE 4. ACQUISITIONS

(a)Formula 420 Cannabis LLC

On December 22, 2022, the Company acquired 100% of the membership interests of Formula 420 Cannabis LLC ("Formula 420") the holder of an Arizona adult-use license that became operational in October 2022. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Formula 420 did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. The Company had previously consolidated the entity as a VIE as it was determined the Company exercised control of the entity and was the primary beneficiary although it previously owned no equity interests due to a master service agreement. In accordance with Topic 810, Consolidation, the Company accounted for the change in a consolidated subsidiaries ownership interest as an equity transaction. Therefore, the total consideration was determined to be $5.5 million which consisted of a note payable. See Note 11. Notes Payable for further details. Nominal transaction costs were incurred in relation to this acquisition.

(b)Greenhouse Wellness WV Dispensaries, LLC

On April 26, 2022, the Company acquired 100% of the membership interests of Greenhouse Wellness WV Dispensaries, LLC (“Greenhouse WV”), the holder of a West Virginia dispensary permit and a lease for a not yet operating dispensary location. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Greenhouse WV did not meet the definition of a business as Greenhouse WV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the transaction has been accounted for as an asset acquisition whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $0.3 million consisting of cash.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	281
Fair value of consideration exchanged	$	281
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - operating	$	170
Intangible asset	270
Favorable lease interest	11
Operating lease liabilities	(170)
Total net assets acquired	$	281

The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life and a favorable lease interest which was fully amortized in the period of acquisition due to useful life and materiality considerations.

F-23

(c)Watkins Cultivation Operation

On February 14, 2022, the Company acquired a cultivation operation from CP4 Group, LLC, in Phoenix, Arizona ("Watkins Cultivation Operation" or "Watkins"). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Watkins met the definition of a business as Watkins is an existing cultivation facility with inputs, processes, and outputs in place that constitute a business under Topic 805. As a result, the acquisition of Watkins has been accounted for as a business combination. Goodwill represents the amount the Company paid over the fair value of the net identifiable tangible assets acquired. The primary reason for the acquisition was to expand the Company's cultivation capacity in Arizona. The goodwill of $24.5 million arising from the acquisition primarily consists of the economies of scale expected from a vertical cannabis market in Arizona. Total consideration was $27.5 million paid in cash. An additional $22.5 million was paid into escrow for four potential earnouts. The earnouts were based on the completion of certain milestones and contingent on the continued employment of the key employee shareholders ("Key Employees") of Watkins. As the earnouts were contingent on the continued employment of the Key Employees, any amounts earned are compensation for post-combination services.

The Company accrues the compensation cost for each earnout as it becomes probable and estimable and over the most probable period of continued employment required for the specific earnouts. During the year ended December 31, 2022, the Company concluded that attainment of any of the four potential earnouts was no longer probable or estimable and reversed all existing accruals.

The Company incurred $0.2 million of transaction costs related to the acquisition of Watkins. These costs were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations for the quarter ended March 31, 2022. No additional transaction costs have been incurred.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed:

Consideration	(in thousands)
Cash	$	27,500
Fair value of consideration exchanged	$	27,500
Recognized amounts of identifiable assets acquired and liabilities assumed:
Inventories	$	2,266
Property and equipment	692
Right of use asset - operating	4,737
Goodwill	24,542
Operating lease liability	(4,737)
Total net assets acquired	$	27,500

(d) Purplemed Healing Center

On December 28, 2021, the Company acquired 100% of certain assets of Purplemed Healing Center ("Purplemed") including the Medical Marijuana Dispensary License issued by the Arizona Department of Health Services ("ADHS") and the Marijuana Establishment License issued by the ADHS which collectively serve as the Purplemed license providing the ability to operate a marijuana retail sales dispensary as well as the assumption of the associated lease. The Company also acquired the right to operate an additional offsite cultivation business under the Arizona Adult Use Marijuana Act, and the option to purchase full ownership and management of Greenmed, Inc., the Greenmed license, and the Greenmed dispensary. As part of the transaction, the Company assumed the Purplemed loyalty program.

F-24

The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Purplemed did not meet the definition of a business as Purplemed did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Purplemed has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. The total consideration was $15.0 million consisting of cash. The acquisition provided for indemnity for pre-closing liabilities. Accordingly, the Company recognized an indemnification asset of $0.5 million offset the by associated liabilities based on the information that was available at the date of the acquisition, which is included in the net assets acquired.

The net assets were acquired for an aggregate purchase price of $15.0 million.

Consideration:	(in thousands)
Cash	$	15,000
Transaction costs	12
Fair value of consideration exchanged	$	15,012
Recognized amounts of identifiable assets acquired and liabilities assumed:
Prepaid expenses and other current assets	$	531
Right of use asset - operating	271
Intangible asset	15,076
Other current liabilities	(531)
Deferred revenue	(109)
Operating lease liabilities	(226)
Total net assets acquired	$	15,012

The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(e) Harvest Health & Recreation Inc.

On October 1, 2021, (the “Closing Date”), the Company acquired 100% of the common shares of Harvest Health & Recreation, Inc. (“Harvest”) and its portion of variable interest entities in exchange for Subordinate Voting Shares of the Company (the “Harvest Transaction”).

Harvest was one of the largest multi-state vertically integrated operators in the cannabis industry in the United States operating from “seed to sale". Harvest operated facilities or provides services to cannabis dispensaries in Arizona, California, Colorado, Florida, Maryland, Nevada, and Pennsylvania, with two provisional licenses in Massachusetts. In addition, Harvest owned CO2 extraction, distillation, purification, and manufacturing technology used to produce a line of cannabis topicals, vapes, and gems featuring cannabinoids.

Total consideration was $1.4 billion consisting of Trulieve Subordinate Voting Shares (“Trulieve Shares”) with a fair value of $1.37 billion, stock options, equity classified warrants, restricted stock units, and other outstanding equity instruments with a fair value of $18.4 million, and warrant liabilities convertible into equity with a fair value of $3.1 million at the time of the Harvest Transaction. The Company incurred $13.0 million in transaction costs related to the acquisition of Harvest. These costs were expensed as incurred and are included in general and administrative expenses within the consolidated statements of operations for the year ended December 31, 2021. No additional transaction costs have been incurred.

F-25

The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The primary reason for the acquisition was to expand the Company’s retail and cultivation footprint and gain access to new markets. The goodwill of $663.7 million arising from the acquisition primarily consists of the synergies and economies of scale expected from combining the operations of Trulieve and Harvest including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

During the third quarter of 2022, the Company finalized the accounting for non-controlling interests on the acquired entities, which resulted in a measurement period adjustment increasing non-controlling interests and goodwill by $1.6 million.

F-26

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Trulieve Subordinated Voting Shares	$	1,369,024
Fair value of other equity instruments	18,394
Fair value of warrants classified as liabilities	3,103
Fair value of consideration exchanged	$	1,390,521
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	85,318
Restricted cash	3,072
Accounts receivable	3,645
Inventories	92,537
Prepaid expenses and other current assets	100,129
Notes receivable	9,805
Property and equipment	191,801
Right of use assets - operating	73,476
Intangible assets:
Dispensary license	946,000
Trademarks	27,430
Customer relationships	3,500
Other assets	5,289
Accounts payable and accrued liabilities	(58,887)
Income tax payable	(24,863)
Deferred revenue	(4,523)
Operating lease liabilities	(76,558)
Contingencies	(26,599)
Notes payable	(285,238)
Construction finance liabilities	(79,683)
Other long-term liabilities	(1,085)
Deferred tax liabilities	(253,986)
	$	730,580
Non-controlling interest	$	(3,734)
Goodwill	663,675
Total net assets acquired	$	1,390,521

The above table includes the discontinued operations of Nevada.

The acquired intangible assets include dispensary licenses which are treated as definite-lived intangible assets amortized over a 15-year useful life, tradenames amortized over a one-to-five-year useful life, and customer relationships amortized over a one-year period.

F-27

On acquisition date there was consideration in the form of 1,266,641 stock options (as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards is $6.2 million. There was consideration in the form of 1,011,095 warrants (1,009,416 equity classified Subordinate Voting Shares ("SVS") warrants and 1,679 liability classified Multiple Voting Share ("MVS") warrants, as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards is $7.7 million with $4.6 million representing the equity classified warrants and $3.1 million representing the liability classified warrants. There was consideration in the form of restricted stock units that had been issued before the acquisition date to non-employees of Harvest which vested for services performed pre-combination representing 18,297 SVS. The pre-combination fair value of these awards is $0.5 million. There was additional consideration in the form of other outstanding equity instruments issued before the acquisition date to non-employees which had a pre-combination fair value of $7.1 million.

As part of the acquisition, Harvest entered into a sale agreement to sell their Florida cannabis license for $55.0 million where Trulieve was legally prohibited from holding this license and the sale occurred simultaneously with the Harvest Transaction. Therefore, a $55.0 million receivable for the sale proceeds was acquired. The funds were received subsequent to the closing of the Harvest Transaction on October 1, 2021.

Supplemental pro forma information (unaudited)

The unaudited pro forma information for the periods set forth below gives effect to the acquisition of Harvest Health and Recreation, Inc, as if the acquisition had occurred on January 1, 2021. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results.

Proforma revenues and proforma net loss attributable to common shareholders for the year ended December 31, 2021 were $1,232.2 million and $8.0 million, respectively.

Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections. The above unaudited supplemental pro formas include the results of operations which have subsequently been discontinued.

(f) Anna Holdings, LLC

On July 8, 2021, the Company acquired 100% of the membership interests of Anna Holdings, LLC, the sole member of Chamounix Ventures, LLC which holds a permit to operate dispensaries under Keystone Shops (“Keystone Shops”) with locations in Philadelphia, Devon, and King of Prussia, Pennsylvania. Total consideration was $55.6 million consisting of $20.3 million in cash, inclusive of net working capital adjustments, and 1,009,336 in Trulieve Shares with a fair value of $35.4 million. The agreement provides 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 acquisition or as of December 31, 2023 based on the likelihood of approval of laws allowing for adult-use cannabis in Pennsylvania. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development.

F-28

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	20,251
Shares issued upon acquisition	35,385
Fair value of consideration exchanged	$	55,636
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	500
Prepaid expenses and other current assets	240
Inventories	1,766
Property and equipment	1,144
Right of use asset - finance	1,340
Intangible assets:
Dispensary license	27,000
Tradename	100
Favorable leasehold interests	86
Goodwill	39,703
Other assets	40
Accounts payable and accrued liabilities	(878)
Income tax payable	(2,892)
Operating lease liabilities	(1,340)
Other long-term liabilities	(2,179)
Deferred tax liabilities	(8,994)
Total net assets acquired	$	55,636

The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life, as well as tradename and net favorable leasehold interests which were fully amortized in the period of acquisition due to useful life and materiality considerations.

(g) Nature's Remedy of Massachusetts, Inc.

On June 30, 2021, the Company completed an asset purchase agreement whereby Trulieve acquired a licensed, but not yet operating, adult-use dispensary location from Nature’s Remedy of Massachusetts, Inc. (“Nature’s Remedy”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Nature’s Remedy did not meet the definition of a business as Nature’s Remedy did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Nature’s Remedy has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $16.2 million consisting of $7.0 million in cash and 237,881 in Trulieve Shares with a fair value of $9.1 million and less than $0.1 million in transaction costs.

F-29

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	7,000
Shares issued upon acquisition	9,139
Transaction costs	23
Fair value of consideration exchanged	$	16,162
Recognized amounts of identifiable assets acquired and liabilities assumed:
Prepaid expenses and other current assets	$	12
Property and equipment	1,006
Right of use asset - finance	799
Intangible asset	15,274
Accounts payable and accrued liabilities	(335)
Finance lease liabilities	(594)
Total net assets acquired	$	16,162

The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(h) Patient Centric of Martha’s Vineyard Ltd.

On July 2, 2021, the Company acquired certain assets of Patient Centric of Martha’s Vineyard (“PCMV”) including the rights to a Provisional Marijuana Retailers License from the Massachusetts Cannabis Control Commission, the right to exercise an option held by PCMV to lease real property in Framingham, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Total consideration was 258,383 in Trulieve Shares, of which 10,879 are subject to a holdback for six months as security for any indemnity claims by the Company under the asset purchase agreement. The fair value of the equity exchange was $10.0 million. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining PCMV did not meet the definition of a business as PCMV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of PCMV has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values.

Consideration:	(in thousands)
Shares issued upon acquisition	$	10,012
Transaction costs	18
Fair value of consideration exchanged	$	10,030
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - finance	$	1,756
Intangible asset	10,594
Finance lease liabilities	(2,320)
Total net assets acquired	$	10,030

The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life.

F-30

(i) Solevo Wellness West Virginia, LLC

On June 8, 2021, the Company acquired 100% of the membership interests of Solevo Wellness West Virginia, LLC (“Solevo WV”) which holds three West Virginia dispensary licenses. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Solevo WV did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. Total consideration was $0.8 million consisting of $0.2 million in cash, 11,658 in Trulieve Shares with a fair value of $0.4 million, $0.1 million in debt forgiveness and less than $0.1 million in transaction costs. The consideration of $0.8 million was allocated to acquired assets of $0.8 million, which are treated as definite-lived intangible assets amortized over a 15-year useful life.

(j) Mountaineer Holding, LLC

On May 6, 2021, the Company acquired 100% of the membership interests of Mountaineer Holding LLC (“Mountaineer”) which holds a cultivation permit and two dispensary permits in West Virginia. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Mountaineer did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. Total consideration was $5.5 million, consisting of $3.0 million in cash and 60,342 in Trulieve Shares with a fair value of $2.5 million. The consideration of $5.5 million has been allocated to the $5.5 million of acquired assets which are treated as definite-lived intangible assets and amortized over a 15-year useful life.

NOTE 5. ACCOUNTS RECEIVABLE

Accounts receivable, net consisted of the following as of December 31:

	2023		2022
	(in thousands)
Trade receivables	$	10,420	$	8,482
Less: allowance for credit losses	(3,717)		(1,975)
Accounts receivable, net	$	6,703	$	6,507

F-31

NOTE 6. NOTES RECEIVABLE

The Company's notes receivable, net totaled $13.7 million and $12.7 million as of December 31, 2023 and 2022, respectively, which are reported as notes receivable - current portion and notes receivable, net on the Company's consolidated balance sheets. The notes receivable are secured by certain assets. The weighted average effective interest rates were 8.05% and 8.31% as of December 31, 2023 and 2022, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Company recorded interest income of $1.2 million, $1.3 million, and $0.2 million, respectively, in interest income on the consolidated statements of operations. The Company had accrued interest receivable of $0.1 million and $0.1 million as of December 31, 2023 and 2022, respectively, in other current assets on the consolidated balance sheets.

Stated maturities of the notes receivable, net are as follows as of December 31, 2023:

Year Ending December 31,	Expected principal payments
	(in thousands)
2024	$	6,233
2025	6,943
2026	75
2027	75
2028	75
Thereafter	300
Total notes receivable	13,701
Less: discount on notes receivable	(45)
Less: current portion of notes receivable	(6,233)
Notes receivable, net	$	7,423

NOTE 7. INVENTORIES

Inventories are comprised of the following items as of December 31:

	2023		2022
	(in thousands)
Raw material
Cannabis plants	$	21,429	$	21,523
Packaging and supplies	36,472		49,650
Total raw material	57,901		71,173
Work in process	104,428		158,448
Finished goods - unmedicated	6,516		7,323
Finished goods - medicated	44,275		39,561
Total inventories	$	213,120	$	276,505

During the years ended December 31, 2023, 2022, and 2021, the Company recorded adjustments to the valuation of inventory of $4.4 million, $6.3 million, and $0.8 million, respectively, which are recorded to cost of goods sold within the consolidated statements of operations.

F-32

NOTE 8. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following as of December 31:

	2023		2022
	(in thousands)
Land	$	26,699	$	38,485
Buildings and improvements	528,173		497,493
Furniture and equipment	292,128		277,164
Vehicles	814		839
Construction in progress	28,023		55,145
Total property and equipment, gross	875,837		869,126
Less: accumulated depreciation	(199,485)		(125,866)
Total property and equipment, net	$	676,352	$	743,260

The Company incurred the following related to property and equipment for the year ended December 31:

	Location on the consolidated statements of operations	2023		2022		2021
		(in thousands)
Capitalized interest	Interest expense	$	(148)	$	4,728	$	9,231
Depreciation expense	Cost of goods sold	55,114		44,383		19,924
Depreciation expense	Depreciation and amortization	21,004		26,216		11,944
Loss on impairment	Impairments and disposals of long-lived assets, net	$	2,712	$	1,294	$	—
Loss on disposal	Impairments and disposals of long-lived assets, net	5,320		54,509		1,732
Gain on sale	Impairments and disposals of long-lived assets, net	(251)		(654)		—

NOTE 9. INTANGIBLE ASSETS & GOODWILL

Intangibles

The Company's definite-lived intangible assets consisted of the following as of December 31:

	2023						2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in thousands)
Licenses	$	1,046,544	$	159,084	$	887,460	$	1,044,161	$	89,367	$	954,794
Trademarks	27,430		17,609		9,821		27,430		12,530		14,900
Internal use software	26,947		7,520		19,427		16,528		3,065		13,463
Tradenames	4,861		4,461		400		4,862		3,506		1,356
Customer relationships	3,535		3,452		83		3,536		3,252		284
Total	$	1,109,317	$	192,126	$	917,191	$	1,096,517	$	111,720	$	984,797

Amortization expense was $80.4 million, $81.7 million, and $27.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

F-33

The Company recorded a gain on sale of intangible assets of $3.0 million, which is recorded to impairment and disposal of long-lived assets, net on the consolidated statements of operations for the year ended December 31, 2023.

The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2023:

Year Ending December 31,	Estimated amortization
	(in thousands)
2024	$	81,597
2025	78,197
2026	75,213
2027	72,712
2028	69,056
Thereafter	540,416
Total	$	917,191

As of December 31, 2023, the weighted average amortization period remaining on our intangible assets was 12.4 years.

Goodwill

Goodwill consisted of the following:

	(in thousands)
As of December 31, 2021	$	765,358
Acquisition of Watkins Cultivation Operations	24,542
Measurement period adjustment of Harvest Health and Recreation, Inc.	1,595
As of December 31, 2022	$	791,495
Impairment June 2023 (1)	(307,590)
As of December 31, 2023	$	483,905

(1) See Note 3. Summary Of Significant Accounting Policies for further details.

F-34

NOTE 10. HELD FOR SALE

Held for sale assets primarily consist of property and equipment and are recorded in other current assets on the consolidated balance sheets. The following table shows the activity of the Company's assets held for sale:

	(in thousands)
Held for sale assets, net as of December 31, 2022	$	14,521
Assets moved to held for sale	18,694
Non-cash settlement	(2,481)
Impairments	(2,810)
Assets sold	(12,344)
Held for sale assets, net as of December 31, 2023	$	15,580
Held for sale liabilities as of December 31, 2022	$	—
Liabilities moved to held for sale	(1,997)
Liabilities settled associated with held for sale assets	1,997
Held for sale liabilities as of December 31, 2023	$	—

During the years ended December 31, 2023, 2022, and 2021, the Company recorded a loss on the impairment and disposal of held for sale assets of $3.8 million, $8.6 million, and zero, respectively, which is recorded to impairment and disposal of long-lived assets, net on the consolidated statements of operations.

F-35

NOTE 11. NOTES PAYABLE

Notes payable consisted of the following as of December 31:

	2023		2022		Stated Interest Rate		Effective Interest Rate	Maturity Date	Net Book Value of Collateral
	(in thousands)
Mortgage Notes Payable
Notes dated December 21, 2022 (1)	$	70,046	$	71,500	7.53%	(7)	7.86%	1/1/2028	$	166,932
Notes dated December 22, 2023 (2)	25,000		—		8.31%	(7)	8.48%	12/31/2028	59,677
Notes dated December 22, 2022 (3)	18,470		18,900		7.30%	(7)	7.38%	12/22/2032	9,017
Notes dated October 1, 2021 (4)	5,645		6,095		8.14%	(7)	8.29%	10/1/2027	11,860
Total mortgage notes payable	119,161		96,495
Promissory Notes Payable
Notes dated December 22, 2022 (5)	—		5,500		10.00%	(7)	10.00%	12/22/2023
Notes acquired in Harvest Acquisition in October 2021 (6)	1,707		5,338		(6)	(7)	(6)	(6)
Note of consolidated variable-interest entity dated February 1, 2022	885		1,200		8.00%	(7)	8.00%	12/31/2025
Total promissory notes payable	2,592		12,038
Total notes payable	121,753		108,533
Less: debt discount	(2,139)		(1,833)
Less: current portion of notes payable	(3,759)		(12,453)
Notes payable, net	$	115,855	$	94,247

(1)In connection with the closing of these four notes, the Company entered into an interest rate swap to fix the interest rate at 7.53% for the term of the notes. See Note 24. Financial Instruments for further details. These promissory notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commenced on September 30, 2023 with semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2022. In May 2023, the Company amended the terms of the agreement with respect to the covenant requirements, excluding balloon payments from certain covenant calculations.

(2)This mortgage note payable contains customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commence on June 30, 2024 with quarterly or semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2023.

F-36

(3)This mortgage note payable bears stated interest rate until December 21, 2027 and thereafter, interest will accrue at a rate equal to the five-year treasury rate in effect as of December 12, 2027 plus 3.50%. The promissory note contains customary restrictive covenants pertaining to our operations, including, among other things, limitations on the amount of debt and subsidiary debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, among other things, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, covenant to liquidity and debt principal test, and a global debt service coverage ratio.

(4)On November 15, 2022, the Company closed on the refinancing of our mortgage notes payable dated October 1, 2021 to extend the maturity date by five years and fix the interest rate at 8.14%. In the first quarter of 2023, the Company reclassified the collateralized assets to held for sale as part of its continued efforts to optimize assets and resources in the markets the Company serves. The Company expects to sell the assets, which primarily consist of property and equipment, within the near-term.

(5)Promissory note is secured by the acquired membership interest in Formula 420 Cannabis LLC. See Note 4. Acquisitions for further details.

(6)Seven promissory notes were acquired during the year ending December 31, 2021. Interest rates range from 0.00% to 7.50%, with a weighted average interest rate of 6.60% as of December 31, 2023. Maturity dates range from October 4, 2024 to October 24, 2026.

(7)Interest payments are due monthly.

Interest expense incurred on notes payable is recorded to interest expense, net on the consolidated statements of operations. Interest expense was $8.4 million, $1.0 million, and $1.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, and included accretion expense of $0.3 million, $0.1 million, and $0.1 million, for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company's notes payable described above are subordinated to the private placement notes. See Note 12. Private Placement Notes for further details.

As of December 31, 2023, stated maturities of notes payables are as follows:

Year Ending December 31,	(in thousands)
2024	$	3,751
2025	4,331
2026	4,655
2027	70,034
2028	23,199
Thereafter	15,783
Total	$	121,753

NOTE 12. PRIVATE PLACEMENT NOTES

June and November Notes

In 2019, the Company completed two private placement notes (the “June Notes" and the “November Notes”), each comprised of 5-year senior secured promissory notes with a face value of $70.0 million and $60.0 million, respectively. The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares at a price of $13.47 ("June Warrants") and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares at a price of $980 per Unit, with each unit consisting of one Note issued in Denominations of $1,000 and 26 warrants ("November Warrants"), which can be exercised for approximately three years after closing (collectively the "Public Warrants"). The remaining outstanding Public Warrants expired in June 2022.

F-37

On December 1, 2023, the Company completed an early redemption of our private placement notes, both of the "June Notes" and the "November Notes", with a cash payment of $130.0 million, excluding accrued interest, which represented a redemption price of 100% of the principal amounts outstanding for both "Notes". The Company recorded a loss on extinguishment of $2.4 million representing the difference between the reacquisition price and the net carrying amount of the debt as of extinguishment.

2026 Notes

On October 6, 2021, the Company closed its private placement of 8% Senior Secured Notes (the "2026 Notes - Tranche One") for aggregate gross proceeds of $350.0 million and net proceeds of $342.6 million. The Company used a portion of the net proceeds to repay certain outstanding acquired indebtedness and used the remaining net proceeds for capital expenditures and other general corporate purposes. On January 28, 2022, the Company closed on a second tranche private placement of 8% Senior Secured Notes (the "2026 Notes - Tranche Two") for aggregate gross proceeds of $76.9 million and net proceeds of $75.6 million. The Company used the net proceeds for capital expenditures and other general corporate purposes. The notes may be redeemed in whole or in part, at the Company's option, at any time, on or after October 6, 2023, at the applicable redemption price. These notes are collectively referred to as the "2026 Notes".

During the third quarter of 2023, the Company made an open market repurchase of its private placement notes, "2026 Notes - Tranche One", that resulted in the extinguishment of $57.0 million in principal at a discount of 16.5%. Cash consideration paid to repurchase the principal amount outstanding, excluding accrued interest, totaled $47.6 million, and the Company recognized a gain of $8.2 million on the extinguishment of debt.

Private placement notes payable consisted of the following as of December 31:

	2023		2022		Stated Interest Rate	Effective Interest Rate	Maturity Date
	(in thousands)
2026 Notes - Tranche One	$	293,000	$	350,000	8.00%	8.52%	10/6/2026
2026 Notes - Tranche Two	75,000		75,000		8.00%	8.43%	10/6/2026
June Notes	—		70,000		9.75%	13.32%	6/11/2024
November Notes	—		60,000		9.75%	13.43%	6/11/2024
Total private placement notes	368,000		555,000
Less: Unamortized debt discount and issuance costs	(4,785)		(13,336)
Less: current portion of private placement notes, net	—		—
Private placement notes, net	$	363,215	$	541,664

The fair value of the private placement notes was $310.5 million as of December 31, 2023.

The private placement notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements and a fixed charge ratio coverage, measured from time to time when certain conditions are met.

Interest expense incurred on private placement notes is recorded to interest expense, net on the consolidated statements of operations. Interest expense was $49.7 million, $52.0 million, and $22.2 million for the years ended December 31, 2023, 2022, and 2021, respectively, and included accretion expense of $5.3 million, $5.2 million, and $3.5 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Stated maturities of the principal portion of private placement notes outstanding as of December 31, 2023 are as follows:

F-38

Year	(in thousands)
2026	368,000
Total private placement notes	$	368,000

NOTE 13. LEASES

The following table provides the components of lease cost for the year ended December 31:

	Location on the consolidated statements of operations	2023		2022		2021
		(in thousands)
Operating lease cost	Cost of goods sold, sales and marketing, general and administrative	$	20,291	$	20,428	$	10,754
Finance lease cost:
Amortization of lease assets	Cost of goods sold, Deprecation and amortization	10,357		10,935		7,638
Interest on lease liabilities	Interest expense	6,449		6,549		4,385
Finance lease cost		16,806		17,484		12,023
Variable lease cost	Cost of goods sold, sales and marketing, general and administrative	9,766		7,887		6,013
Short term lease expense	Cost of goods sold, sales and marketing, general and administrative	406		751		334
Total lease cost (1)		$	47,269	$	46,550	$	29,124

(1) Total lease cost recorded in cost of goods sold on the consolidated statements of operations was $3.2 million, $4.0 million, and $3.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Company earned a nominal amount of sublease income which is recorded in other income, net on the consolidated statements of operations.

Other information related to operating and finance leases is as follows as of December 31:

	2023			2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,283		$	21,092
Operating cash flows from finance leases	$	6,483		$	6,542
Financing cash flows from finance leases	$	7,213		$	7,042
ASC 842 lease additions and modifications
Operating leases	$	14,016		$	19,920
Finance leases	$	1,021		$	25,909
Weighted average discount rate:
Operating leases	8.33		%	9.29		%
Finance leases	8.99		%	8.66		%
Weighted average remaining lease term (in years):
Operating leases	6.95			8.32
Finance leases	7.22			7.79

F-39

Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	19,713	$	13,635
2025	19,651		13,492
2026	18,872		12,915
2027	18,232		12,047
2028	17,399		11,439
Thereafter	58,317		33,412
Total undiscounted lease liabilities	152,184		96,940
Less: Interest	(49,881)		(27,627)
Total present value of minimum lease payments	102,303		69,313
Lease liabilities - current portion	(10,068)		(7,637)
Lease liabilities	$	92,235	$	61,676

The Company recorded a loss on disposal of right of use assets of $5.7 million, $17.8 million, and nominal for the years ended December 31, 2023, 2022 and 2021, respectively, resulting from the repositioning of assets, which was recorded in impairment and disposal of long-lived assets, net on the consolidated statements of operations.

Lease Guarantees

In accordance with ASC 460, Guarantees, the Company has determined that it meets the guarantor requirements under certain contractual agreements.

During the year ended December 31, 2023, the Company terminated a retail lease resulting in the Company being relieved of its primary obligation under this lease. As a result of the lease termination, a new tenant executed a new lease for the same property with the Company becoming secondarily liable. Nonperformance by the new tenant results in the Company becoming obligated to fulfill the lease conditions. The new lease has a term of approximately 6 years from December 31, 2023 with the Company serving as guarantor for an approximate term of 6 years. If the new tenant defaults on the lease obligations the Company becomes responsible for payment. The resulting maximum exposure includes $5.4 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining 6 years the Company is guarantor.

During the year ended December 31, 2023, the Company determined it was no longer the primary beneficiary of one of its variable interest entities. The Company guarantees two cannabis dispensary leases of the variable interest entity. Under both leases, nonperformance by the tenant results in the Company becoming obligated to fulfill the lease conditions. The leases have a term of approximately 7 and 8 years as of December 31, 2023, with the resulting maximum exposure estimated to be $5.5 million which includes $2.4 million and $3.1 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining terms the Company is guarantor, respectively.

During the year ended December 31, 2022, the Company terminated a cultivation lease resulting in the Company being relieved of its primary obligation under this lease. As a result of the lease termination, a new tenant executed a new lease for the same property with the Company becoming secondarily liable. Nonperformance by the new tenant results in the Company becoming obligated to fulfill the lease conditions. The new lease has a term of approximately 14 years from December 31, 2023 with the Company serving as guarantor for an approximate term of 10 years. If the new tenant defaults on the lease obligations the Company becomes responsible for payment. The resulting maximum exposure includes $11.7 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining 10 years the Company is guarantor.

F-40

NOTE 14. CONSTRUCTION FINANCE LIABILITIES

As of December 31, 2023 and 2022, total construction finance liabilities were $138.1 million and $138.4 million, respectively. The contractual terms range from 10.0 years to 25.0 years with a weighted average remaining lease term of 16.8 years.

The Company recorded interest and accretion expense for the years ended December 31, 2023, 2022, and 2021 of $16.4 million, $15.9 million, and $7.8 million, respectively, which is included in interest expense, net on the consolidated statements of operations.

Future minimum lease payments for the construction finance liabilities as of December 31, 2023 are as follows:

Year Ending December 31,	(in thousands)
2024	$	17,043
2025	17,521
2026	18,013
2027	18,519
2028	19,039
Thereafter	283,385
Total future payments	373,520
Less: Interest	(235,395)
Total present value of minimum payments	138,125
Construction finance liabilities - current portion	(1,466)
Construction finance liabilities	$	136,659

NOTE 15. SHARE CAPITAL

The authorized share capital of the Company is comprised of the following:

(i)Unlimited number of 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 to one 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 and Super Voting Shares.

(ii)Unlimited number of 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 to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting shares for each Multiple Voting Share, subject to adjustment in certain events. 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.

F-41

No dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Super Voting Shares.

The Company's subordinate voting shares and multiple voting shares, as converted, are collectively referred to herein as common stock.

(iii)Unlimited number of Super Voting Shares

Holders of Super 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 Super Voting Shares are entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). Holders of Super Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted to Subordinate Voting Share basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend is to be declared or paid on the Super Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Multiple Voting Shares. The initial “Conversion Ratio” for the Super Voting Shares is one Multiple Voting Share for each Super Voting Share, subject to adjustment in certain events. There were no Super Voting Shares outstanding as of December 31, 2023 or 2022.

NOTE 16. SHARE BASED COMPENSATION

Equity Incentive Plans

The Company’s 2021 Omnibus Incentive Plan, as Amended and Restated, (the “2021 Plan”) was adopted at the annual meeting of shareholders. The 2021 Plan reserves 14,000,000 Subordinate Voting Shares for issuance thereunder and replaced the Schyan Exploration Inc. Stock Option Plan (the “Prior Plan”). Awards previously granted under the Prior Plan remain subject to the terms of the Prior Plan. No further grants of awards shall be made under the Prior Plan. The Prior Plan is administered by the Board of Directors of the Company and the 2021 Plan is administered by the Compensation Committee of the Board of Directors.

Options

On July 25, 2023, under the 2021 Plan, the Board awarded options to purchase shares to board members, officers, and certain management employees of the Company. The options granted to board members immediately vested and all other options granted to employees vest over a three-year period.

On January 4, 2022 and February 24, 2022, under the 2021 Plan, the Board awarded options to purchase shares to board members, officers, and certain management employees of the Company. The options granted vest immediately for board members and all other options granted vest over a two-to three-year period.

In determining the amount of share-based compensation related to options issued, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions for the year-to-date periods ended December 31:

	2023	2022	2021
Fair value at grant date	$1.83 - $2.00	$8.39 - $11.01	$1.44 - $14.13
Expected term (in years)	3.30 - 3.97	3.5 - 4.5	3.20 - 6.20
Expected volatility	60.07% - 60.85%	51.81% - 52.87%	49.64% - 56.04%
Expected annual rate of dividends	0%	0%	0%
Risk free annual interest rate	4.34% - 4.53%	1.20% - 1.79%	0.16% - 1.15%

F-42

The following table summarizes the Company's stock option activity for the year ended December 31, 2023:

	Number of options	Weighted average exercise price		Weighted average remaining contractual life (Yrs.)	Aggregate intrinsic value
Outstanding options, beginning of year	3,177,815	$	25.96
Granted	1,754,817	3.99
Forfeited	(735,574)	20.48
Outstanding options, end of year	4,197,058	$	17.73	4.91	$	—
Vested and Exercisable options, end of year	3,248,599	$	21.34	3.87	$	—

The Company recorded share-based compensation for stock options as follows for the year ended December 31:

Statements of operations	2023		2022		2021
	(in thousands)
Cost of goods sold	$	66	$	172	$	662
General and administrative	3,344		8,157		5,722
Sales and marketing	59		243		1,089
Total share-based compensation expense	$	3,469	$	8,572	$	7,473

As of December 31, 2023, there was approximately $2.0 million of unrecognized compensation cost related to unvested stock option arrangements which is expected to be recognized over a weighted average service period of 0.78 years.

Restricted Stock Units

Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally vest ratably over a two-to-three-year period subject to continued employment through each anniversary.

On July 25, 2023, the Board awarded RSUs to board members, officers, and certain management employees of the Company. The RSUs vest over a 30-day period for board members and all other RSUs granted vest over a two-year period. The fair value of RSUs is determined on the grant date and is amortized over the vesting period.

On January 4, February 24, and March 31, 2022, the Board awarded RSUs to board members, officers, and certain management employees of the Company. The RSUs immediately vested for board members and all other RSUs granted vest over a two-year period.

The following table summarizes the Company's RSU activity for the year ended December 31, 2023:

Restricted Stock Unit Activity	Number of restricted stock units	Weighted-average grant date fair value
Unvested balance, beginning of year	720,707	$	22.36
Granted	2,955,177	3.99
Vested	(415,115)	23.06
Forfeited	(574,553)	6.03
Unvested balance, end of year	2,686,216	$	5.47

F-43

The weighted-average grant date fair value of RSUs granted was $21.51 and $25.45 for the years ended December 31, 2022, and 2021, respectively. The fair value of RSUs vested was $2.1 million, $1.6 million and $73.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company recorded share-based compensation for RSUs as follows for the year ended December 31:

Statements of operations	2023		2022		2021
	(in thousands)
Cost of goods sold	$	744	$	900	$	306
General and administrative	5,754		8,190		1,239
Sales and marketing	608		462		236
Total share based compensation expense	$	7,106	$	9,552	$	1,781

As of December 31, 2023, there was approximately $9.0 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average service period of 0.81 years.

NOTE 17. EARNINGS PER SHARE

The following is a reconciliation for the calculation of basic and diluted earnings per share as of December 31:

	2023		2022		2021
Numerator:	(in thousands, except for per share data)
Continuing Operations
Net (loss) income from continuing operations	$	(435,895)	$	(182,618)	$	30,525
Less: net loss attributable to non-controlling interest	(5,147)		(3,994)		(587)
Net (loss) income from continuing operations available to common shareholders of Trulieve Cannabis Corp.	$	(430,748)	$	(178,624)	$	31,112
Discontinued Operations
Net loss from discontinued operations	$	(97,241)	$	(70,109)	$	(13,080)
Less: net loss attributable to non-controlling interest	(1,193)		(2,669)		—
Net loss from discontinued operations excluding non-controlling interest	$	(96,048)	$	(67,440)	$	(13,080)
Denominator:
Weighted average number of common shares outstanding	188,974,176		187,995,317		139,366,940
Dilutive effect of securities outstanding	—		—		7,390,346
Diluted weighted average number of common shares outstanding	188,974,176		187,995,317		146,757,286
Loss per share - Continuing Operations
Basic loss per share	$	(2.28)	$	(0.95)	$	0.22
Diluted loss per share	$	(2.28)	$	(0.95)	$	0.21
Loss per share - Discontinued Operations
Basic and diluted loss per share	$	(0.51)	$	(0.36)	$	(0.09)

F-44

Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of December 31:

	2023	2022	2021
Stock options	4,197,058	3,177,815	1,694,424
Restricted share units	2,686,216	720,707	—
Warrants	9,496	177,391	409,811

As of December 31, 2023, there were approximately 186.2 million issued and outstanding shares which excludes approximately 2.9 million fully vested RSUs which are not contractually issuable until 2024 and approximately 0.1 million fully vested RSUs which are not contractually issuable until the earlier of triggering event, as defined, or December 1, 2030.

NOTE 18. INCOME TAXES

The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada) (the “ITA”) for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the United States.

The components of the income tax provision include the following for the year ended December 31:

	2023		2022		2021
	(in thousands)
Current:
Federal	$	121,722	$	141,582	$	141,684
State	46,808		38,633		29,677
Total current tax expense	$	168,530	$	180,215	$	171,361
Deferred:
Federal	$	(17,855)	$	(17,814)	$	(21,414)
State	(1,088)		793		(4,421)
Foreign	(1,191)		(1,461)		—
Total deferred tax expense	$	(20,134)	$	(18,482)	$	(25,835)
Change in valuation allowance	2,962		1,647		196
Total income tax expense	$	151,358	$	163,380	$	145,722

F-45

A reconciliation of the Federal statutory income tax rate percentage to the effective tax rate is as follows for the years ended December 31:

	2023			2022			2021
	(in thousands)
(Loss) income before income taxes	$	(284,537)		$	(19,238)		$	176,247
Federal statutory rate	21.0		%	21.0		%	21.0		%
Theoretical tax (benefit) provision	$	(59,753)		$	(4,040)		$	37,012
Effects of tax rates in foreign jurisdictions	$	15		$	16		$	—
State taxes	835			14,598			25,580
Changes in state tax rates	5,772			4,763			(912)
Uncertain tax position, inclusive of interest and penalties	130,481			146,702			77,783
Change in valuation allowance	2,962			1,647			196
Other	881			(4,793)			(1,000)
Tax effect of non-deductible expenses:
IRC Section 280E disallowance	—			—			6,798
Goodwill impairment	64,594			—			—
Stock compensation	1,170			169			95
Political contributions	4,401			4,318			170
Total non-deductible expenses	$	70,165		$	4,487		$	7,063
Total income tax provision	$	151,358		$	163,380		$	145,722
Effective tax rates	(53.2)		%	(849.3)		%	82.7		%

As of December 31, 2023 and December 31, 2022 the Company accrued interest and penalties on uncertain tax liabilities of $6.4 million and $3.5 million, respectively on the consolidated balance sheets.

Deferred income taxes consist of the following as of December 31:

	2023		2022
	(in thousands)
Deferred tax assets:
Lease liabilities	$	2,623	$	3,094
Finance liabilities	27,695		27,386
Net operating losses	10,098		6,596
Inventory reserves	4,667		1,665
Other deferred tax assets	759		1,421
Total deferred tax assets:	$	45,842	$	40,162
Deferred tax liabilities:
Right of use assets	$	(2,356)	$	(3,112)
Intangible assets	(221,743)		(236,353)
Property and equipment	(19,150)		(19,004)
Total deferred tax liabilities:	$	(243,249)	$	(258,469)
Valuation allowance	(9,557)		(6,596)
Net deferred tax liability	$	(206,964)	$	(224,903)

F-46

The IRS has taken the position that cannabis companies are subject to the limits of Internal Revenue Code ("IRC") Section 280E for U.S. federal income tax purposes, a position also held by state income tax regulators for all states in which the Company operates, planned to operate, or has discontinued operations, except for Arizona, California, Colorado, Connecticut, Maryland, Massachusetts, and New Jersey. Under the IRS's interpretation of IRC Section 280E, cannabis companies are only allowed to deduct expenses directly and indirectly related to the production of inventory. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

As of December 31, 2023 and December 31, 2022, the Company recorded an uncertain tax liability on the consolidated balance sheets for tax positions taken related to our inventory costs for tax purposes in our Florida and West Virginia dispensaries. During the year ended December 31, 2023, the Company also recorded an uncertain tax liability in uncertain tax positions on the consolidated balance sheets for tax positions taken based on legal interpretations that challenge the Company's tax liability under IRC Section 280E ("280E Position").

The Company believes it is reasonably possible that the unrecognized tax benefits will increase over the next 12 months as a result of receiving additional refunds related to the 280E Position. In January 2024, the Company received $50.3 million in refunds which will increase the unrecognized tax benefits by this amount. The Company is not able to reasonably estimate any additional increase.

F-47

A reconciliation of the beginning and ending amount of unrecognized tax benefits:

	2023		2022
	(in thousands)
Balance, January 1	$	41,781	$	44,850
Reductions based on lapse of statute of limitations	(1,053)		(4,228)
Additions based on tax positions related to the current year	152,313		—
Additions based on refunds requested but not received related to prior year	111,664		—
Additions based on refunds received related to prior years	62,391		—
Additions based on tax positions related to the prior year	175,666		1,159
Balance, December 31	$	542,762	41,781

A reconciliation of the beginning and ending amount of uncertain tax liabilities:

	2023		2022
	(in thousands)
Balance, January 1	$	19,459	$	6,665
Reductions based on lapse of statute of limitations	(1,053)		(4,228)
Additions based on tax positions related to the current year	139,914		2,017
Additions based on tax positions related to the prior year	113,815		12,887
Additions based on refunds received related to prior years	62,391		—
Reclass tax payment on account	(157,063)		—
Interest recorded in income tax expense, net of reversals (1)	3,150		(247)
Penalties recorded in income tax expense, net of reversals (1)	(263)		2,365
Balance, December 31 (2)	$	180,350	$	19,459

(1) Amounts represent the interest and penalties recorded on uncertain tax positions during the respective years which are recorded to the income tax provision on the consolidated statements of operations. Interest and penalties for the year ended December 31, 2021 was nominal.

(2) Of the $180.4 million of uncertain tax liabilities recorded as of December 31, 2023 in the table above, $152.1 million relate to our 280E Position.

Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the net operating loss carryforwards that may expire prior to their utilization has been recorded as of December 31, 2023.

As of December 31, 2023, the Company had $11.2 million of non-capital Canadian losses which expire from 2039 to 2043, $342.4 million of state net operating losses which expire from 2031 to 2043, $92.6 million of state net operating losses which have an indefinite carryforward period, and $219.0 million of U.S. federal net operating losses which have an indefinite carryforward period. The Company determined a valuation allowance was applicable to $11.2 million of non-capital Canadian losses and $100.3 million of state net operating losses. The Company also determined that it is more likely than not that the benefit from $209.0 million of U.S. federal net operating losses and $319.5 million of state net operating losses will not be realized and therefore this amount has not been recorded.

With few exceptions, as of December 31, 2023, the Company is no longer subject to examination by tax authorities for years before 2020.

F-48

NOTE 19. DISCONTINUED OPERATIONS

Discontinued operations consist of our Massachusetts and Nevada operations. The assets and liabilities associated with discontinued operations consisted of the following as of December 31:

	2023		2022
	(in thousands)
Assets associated with discontinued operations
Cash	$	301	$	5,702
Accounts receivable, net	841		2,936
Inventories	—		21,310
Income tax receivable	—		2,299
Prepaid expenses	816		1,475
Other current assets	—		11
Deferred tax asset	—		766
Property and equipment, net	—		53,687
Right of use assets - operating, net	—		2,453
Right of use assets - finance, net	—		5,736
Intangible assets, net	—		27,849
Other assets	2,010		2,638
Total assets associated with discontinued operations	$	3,968	$	126,862
Liabilities associated with discontinued operations
Accounts payable and accrued liabilities	$	530	$	1,617
Deferred revenue	—		109
Operating lease liabilities - current portion	165		146
Finance lease liabilities - current portion	291		456
Construction finance liability - current portion	2,003		—
Operating lease liabilities	15,332		17,108
Finance lease liabilities	2,048		5,890
Construction finance liability	24,167		45,217
Other long-term liabilities	6		155
Total liabilities associated with discontinued operations	$	44,542	$	70,698

F-49

The following table summarizes the Company's loss from discontinued operations for the years ended December 31. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation.

	2023		2022		2021
	(in thousands)
Revenue	$	10,590	$	24,634	$	6,451
Cost of goods sold	29,843		37,897		6,895
Gross margin	(19,253)		(13,263)		(444)
Expenses:
Operating expenses	7,522		13,821		6,661
Impairment and disposal of long-lived assets, net	69,480		49,130		—
Total Expenses	77,002		62,951		6,661
Loss from operations	(96,255)		(76,214)		(7,105)
Other (expense) income:
Other expense, net	(5,087)		(6,118)		(5,636)
Total other expense, net	(5,087)		(6,118)		(5,636)
Loss before provision for income taxes	(101,342)		(82,332)		(12,741)
Income tax (benefit) provision	(4,101)		(12,223)		339
Net loss from discontinued operations, net of taxes	(97,241)		(70,109)		(13,080)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)		(2,669)		—
Net loss from discontinued operations excluding non-controlling interest	$	(96,048)	$	(67,440)	$	(13,080)

Other expense, net primarily consists of interest expense on the construction finance liability and operating lease liabilities associated with our discontinued operations.

The consolidated statements of cash flows includes continuing operations and discontinued operations. The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, loss on impairment of long-lived assets, and capital expenditures of discontinued operations for the years ended December 31:

	2023		2022		2021
	(in thousands)
Depreciation and amortization	$	3,798	$	10,787	$	5,228
Purchases of property and equipment	67		844		57,479
Loss on impairment and disposal of long-lived assets	69,480		49,130		69
Other noncash investing and financing activities
Noncash partial extinguishment of construction finance liability	$	18,486	$	—	$	—

As a result of our exit from the Massachusetts market during the second quarter of 2023, the Company performed a lease term reassessment for the Holyoke failed sale-leaseback financing arrangement due to lease renewals previously included in the lease term being excluded as of the Massachusetts exit. The Company concluded the failed sale-leaseback accounting conclusion is maintained. The Company recognized a gain on partial extinguishment of $18.5 million as a result of the lease term reassessment, which was recorded to net loss from discontinued operations, net of taxes.

Future minimum lease payments for the construction finance liability associated with discontinued operations as of December 31, 2023, are as follows:

F-50

Year Ending December 31,	(in thousands)
2024	$	5,455
2025	5,619
2026	5,788
2027	5,961
2028	6,140
Thereafter	12,287
Total future payments	41,250
Less: Interest	(15,080)
Total present value of minimum payments	26,170
Construction finance liabilities - current portion	(2,003)
Construction finance liabilities	$	24,167

During the year ended December 31, 2022, the Company exited Nevada and recorded a loss on disposal of operating right of use assets of $14.0 million, which was recorded in net loss from discontinued operations on the consolidated statements of operations.

Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	1,739	$	494
2025	1,798		509
2026	1,859		476
2027	1,922		377
2028	1,979		389
Thereafter	23,503		835
Total undiscounted lease liabilities	32,800		3,080
Less: Interest	(17,303)		(741)
Total present value of minimum lease payments	15,497		2,339
Lease liabilities - current portion	165		291
Lease liabilities	$	15,332	$	2,048

NOTE 20. VARIABLE INTEREST ENTITIES

The Company has entered into operating agreements with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, in several states in which it determined to be variable interest entities. The Company determined certain of these entities to be variable interest entities in which it is the primary beneficiary and holds ownership interests in these entities ranging from 46% to 95% either directly or through a proxy as of December 31, 2023. The Company's VIEs are not material to the consolidated financial position or operations as of or for the years ended December 31, 2023, 2022, or 2021.

F-51

The Company consolidates these entities due to the other holder’s equity investment being insufficient to finance its activities without additional subordinated financial support and the Company meeting the power and economics criteria. In particular, the Company controls the management decisions and activities most significant to certain VIEs, has provided a significant portion of the subordinated financial support provided to date, and holds membership interests exposing the Company to the risk of reward and/or loss. The Company allocates income and cash flows of the VIEs based on the outstanding ownership percentage in accordance with the underlying operating agreements, as amended. The Company has consolidated all identified variable interest entities for which the Company is the primary beneficiary in the accompanying consolidated financial statements.

During the first quarter of 2023, the Company paid $0.4 million in cash and $1.7 million in subordinate voting shares earned but not yet issued, based on the completion of certain milestones required as part of the acquisition of one of the Company's consolidated variable interest entities. The Company previously paid $0.8 million in cash for certain milestones. As part of the Company's decision to exit the Massachusetts market in the second quarter of 2023, it ceased its relationship with this variable interest entity. This terminated the payment of the $1.7 million subordinate voting shares earned but not yet issued. Based on the changes in circumstances, the Company reevaluated the variable interest entity, concluding it was no longer the primary beneficiary and as such, deconsolidated the entity in the second quarter of 2023. The Company deconsolidated total assets of $10.6 million and liabilities of $4.8 million and recorded a loss of $10.0 million related to the termination of the acquisition and deconsolidation of the variable interest entity which is included in net loss from discontinued operations on the consolidated statements of operations for the year ended December 31, 2023.

In addition to the above, during the second quarter of 2023, the Company sold and divested of certain variable interest entities. The Company received cash proceeds of $1.8 million related to the sale and recorded a loss on divestment of $0.8 million which is included in impairments and disposals of long-lived assets, net on the consolidated statements of operations. The activity for the remainder of the year ended December 31, 2023 was nominal.

During the year ended December 31, 2022, the Company divested of its minority ownership interest in two of its VIEs and received cash of $2.0 million and recorded an insignificant loss on the divestments which were recorded in impairment and disposal of long-lived assets, net, in the consolidated statements of operations for the year ended December 31, 2022.

The Company no longer consolidates these VIEs since it is no longer considered the primary beneficiary.

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The following table presents the summarized assets and liabilities of the Company’s VIEs in which it does not hold a majority interest as of December 31. The assets and liabilities in the table below include third-party assets and liabilities of our VIEs only and exclude intercompany balances that are eliminated in consolidation as included on our consolidated balance sheets.

	2023		2022
	(in thousands)
Current assets:
Cash	$	9,491	$	7,349
Accounts receivable, net	1,308		597
Inventories	8,341		7,590
Prepaid expenses	423		46
Other current assets	7		—
Total current assets	19,570		15,582
Property and equipment, net	28,068		25,994
Right of use asset - operating, net	2,744		—
Right of use asset - finance, net	259		224
Intangible assets, net	17,162		17,947
Other assets	140		344
Total assets	$	67,943	$	60,091
Current liabilities:
Accounts payable and accrued liabilities	$	1,939	$	3,713
Income tax payable	2,017		1,615
Deferred revenue	2		6
Operating lease liability - current portion	63		—
Finance lease liability - current portion	60		41
Total current liabilities	4,081		5,375
Notes payable	885		1,200
Operating lease liability	2,926		—
Finance lease liability	210		185
Deferred tax liabilities	3,638		4,101
Other long-term liabilities	671		625
Total liabilities	$	12,411	$	11,486

NOTE 21. RELATED PARTIES

The Company previously raised funds by issuing notes to various related parties including directors, officers, and shareholders. The remaining related party notes were paid off in full in November 2021. The Company incurred interest expense on the related party debt during the year ended December 31, 2021 totaling $1.1 million.

During the year ended December 31, 2023, the Company entered into an agreement to rent a piece of equipment 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 recognized was nominal for the year ended December 31, 2023.

The Company leases a cultivation facility and corporate office facility from an entity that is directly or indirectly owned by the Company's Chief Executive Officer and Chair of the board of directors, a former member of the Company's board of directors, and a member of the Company's board of directors.

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The Company had the following related party operating leases on the consolidated balance sheets, under ASC 842, as of December 31:

	2023		2022
	(in thousands)
Right-of-use assets, net	$	706	$	820
Lease liabilities:
Lease liabilities - current portion	$	127	$	113
Lease liabilities	624		751
Total related party lease liabilities	$	751	$	864

Lease expense recognized on related party leases was $0.2 million, $0.2 million, and $2.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

NOTE 22. REVENUE DISAGGREGATION

Revenue is comprised of the following for the year ended December 31:

	2023		2022		2021
	(in thousands)
Retail	$	1,083,545	$	1,158,475	$	869,707
Wholesale	43,390		55,087		61,137
Licensing and other	2,258		4,667		1,090
Total Revenue	$	1,129,193	$	1,218,229	$	931,934

NOTE 23. COMMITMENTS AND CONTINGENCIES

Operating Licenses

Although the possession, cultivation and distribution of cannabis for medical use is permitted in the states in which the Company operates, cannabis is a Schedule-I controlled substance and its use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with our business plans. In addition, the Company’s assets, including real property, inventory, cash and cash equivalents, equipment and other goods, could be subject to asset forfeiture because cannabis is still federally illegal.

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. Except as disclosed below, as of December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated statements of operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

In connection with the Watkins acquisition, during the second quarter of 2023, escrow of $22.5 million was released related to the settlement of previous litigation which was previously recorded to other current assets, of which $17.0 million was paid in cash and $5.5 million was released to the Company.

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Contingencies

The Company records contingent liabilities with respect to litigation on various claims in which it believes a loss is probable and can be estimated. As of December 31, 2023, and 2022, $4.2 million and $31.7 million, respectively, was included in contingent liabilities on the consolidated balance sheets related to pending litigation. The Company also recorded accruals related to sales tax audits or inquiries which were acquired through the Harvest acquisition. As of December 31, 2023 and 2022, $0.2 million and $3.0 million, respectively, was included in contingent liabilities on the consolidated balance sheets for estimates related to various sales tax matters.

NOTE 24. FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 –	Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 –	Inputs other than quoted prices in active markets, which are observable for the asset or liability, either directly or indirectly; and
Level 3 –	Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions.

The fair values of financial instruments by class are as follows as of December 31:

	2023								2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial Assets (1):
Money market funds (2)	$	145,995	$	—	$	—	$	145,995	$	340	$	—	$	—	$	340
Financial Liabilities:
Interest rate swap (3)	$	—	$	2,341	$	—	$	2,341	$	—	$	2,536	$	—	$	2,536
Warrant liabilities (4)	—		—		—		—		—		252		—		252

(1)There were no transfers between hierarchy levels during the years ended December 31, 2023 and 2022.

(2)Money market funds are included within cash and cash equivalents on the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. Interest income is recorded to interest income on the consolidated statements of operations. The Company recorded interest income of $4.8 million in relation to these money market funds for the year ended December 31, 2023. Interest income for the year ended December 31, 2022 was nominal.

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(3)The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. The fair value of the interest rate swap liability is recorded in other long-term liabilities on the consolidated balance sheets.

(4)The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the consolidated balance sheets. All remaining liability warrants expired in the second quarter of 2023. See Note 15. Share Capital for additional considerations.

The Company's Private Placement Notes are recorded at carrying value. The fair value of the Private Placement Notes as of December 31, 2023 was $310.5 million which was determined using Level 1 inputs of the fair value hierarchy. See Note 12. Private Placement Notes for further details.

Derivative Financial Instruments

In the fourth quarter of 2022, the Company entered into an interest rate swap contract ("VNB Swap") for the purpose of hedging the variability of interest expense and interest payments on the Company's long-term variable rate debt. The notional value was $70.0 million and $71.5 million as of December 31, 2023 and December 31, 2022, respectively. The VNB Swap was entered into in conjunction with four promissory term notes of a total corresponding amount. The four promissory term notes were priced at the Secured Overnight Financing Rate ("SOFR"), as defined in the agreement plus 3.00%, per annum. The VNB Swap fixed the four term loans at 7.53% per annum until maturity on January 1, 2028. The VNB Swap effectively fixes the floating SOFR-based interest of the SOFR-based debt.

NOTE 25. SUBSEQUENT EVENTS

The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require adjustment to or disclosure in the consolidated financial statements other than the following. Subsequent to December 31, 2023, the Company received $50.3 million in refunds related to our 280E Position.

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EX-10.21

Exhibit 10.21

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 1, 2024 (the “Effective Date”), is entered into by and between, Trulieve Cannabis Corp. (the “Company”), and Wes Getman (the “Executive”). (The Company and the Executive are sometimes individually referred to herein as a “Party” and collectively as the “Parties”).

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to accept continued employment with the Company, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, which are made a part hereof, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Employment Term. Unless terminated earlier in accordance with Section 4 of this Agreement, the Executive’s employment with the Company pursuant to this Agreement shall be for an initial term of three (3) years commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Initial Term”). Thereafter, this Agreement shall be automatically renewed for successive one-year terms commencing on the applicable anniversary of the Effective Date (each such successive year being a “Renewal Term,” and, together with the Initial Term, or such lesser period in the event of termination of the Executive’s employment prior to the expiration of the Initial Term or a Renewal Term in accordance with Section 4 of this Agreement, the “Employment Term”), unless either Party gives written notice to the other Party not less than ninety (90) days prior to the end of the Initial Term or a Renewal Term, as the case may be, of such Party’s election not to renew this Agreement (“Notice of Non-Renewal”).

2.Position and Duties; Exclusive Employment; Principal Location; No Conflicts.

(a)Position and Duties. During the Employment Term, the Executive shall serve as Chief Financial Officer of the Company. The Executive, in carrying out his/her duties under this Agreement, shall report solely and directly to the Chief Executive Officer (“CEO”). The Executive shall have such duties, authority, and responsibility, commensurate with the Executive’s position, as shall be assigned and determined from time to time by the Company, including serving as a director or officer of current and any future parent, subsidiaries, and affiliates, (the Company and its current and any future parent, subsidiaries, and affiliates are collectively referred to herein as the “Company Group”), without additional compensation or benefits other than as set forth in this Agreement. Upon termination of the Employment Term for any reason Executive will resign from any position then held with the Company Group. The Executive’s reporting structure may be modified as needed by the Company to carry out the mission and business purposes of the Company.

(b)Exclusive Employment. The Executive agrees to devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties hereunder and in furtherance of the business of the Company Group. The Executive shall (i) perform the Executive’s duties and responsibilities hereunder honestly, in good faith, to the best of the Executive’s abilities, in a diligent manner, and in accordance with the Company Group’s policies and applicable law, provided that if this Agreement conflicts with such policies, this Agreement will control, (ii) use the Executive’s reasonable best efforts to promote the success of the Company Group, and (iii) not be or become an officer, director, manager, employee, advisor, or consultant of any business other than that of the Company Group, unless the Executive

receives advance written approval from the CEO. Notwithstanding the foregoing, the Executive may manage the Executive’s personal investments and, on a non-compensated basis and with prior notice to the CEO, engage in civic and not-for-profit activities, as long as such activities do not materially interfere with the Executive’s performance of the Executive’s duties to the Company Group or the commitments made by the Executive in this Section 2(b).

(c)Principal Location; Travel. During the Employment Term, the Executive shall perform the duties and responsibilities required by this Agreement at such location as agreed upon by the Executive and the CEO, and will be required to travel to other locations, including internationally, as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

(d)No Conflict. The Executive represents and warrants to the Company that the Executive has the capacity to enter into this Agreement, and that the execution, delivery, and performance of this Agreement by the Executive will not violate any agreement, undertaking, or covenant to which the Executive is a party or is otherwise bound, including any obligations with respect to non-competition, non-solicitation, or non-disclosure of proprietary or confidential information of any other person or entity.

3.Compensation; Benefits.

(a)Base Salary. During the Employment Term, the Company shall pay to the Executive an annualized base salary in the gross amount of $475,000.00 (the “Base Salary”), which shall be payable in regular installments in accordance with the Company’s customary payroll practices and procedures, but in no event less frequently than monthly, and prorated for any partial year worked.

(b)Incentive Compensation.

(i)Annual Bonus.

(A)    Amount. During the Employment Term, the Executive shall be eligible to receive an annual target performance-based bonus opportunity equal to $380,000.00 (the “Annual Performance Bonus”). Annual Performance Bonus opportunity shall be payable subject to the achievement of certain identified target performance goals established for the Company and the Executive by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) for each applicable fiscal year during the Employment Term.

(B)    Timing of Payment. The Annual Performance Bonus shall be paid in accordance with the terms of any plan governing Executive’s Annual Performance Bonus then in effect, but in all events during the fiscal year following the end of the fiscal year to which the Annual Performance Bonus relates.

(C)    Conditions to Payment. To be eligible to receive the Annual Performance Bonus, the Executive must (I) remain continuously employed with and by the Company (or any member of the Company Group) through the last dayof the fiscal year to which the Annual Performance Bonus relates, and (II) be in good standing with the Company (and all members of the Company Group) (i.e., not under any type of performance improvement plan, disciplinary suspension, final warning, or the like) as of the last dayof the fiscal year to which the Annual Performance Bonus relates. Because any Annual Performance Bonus is assessed based on the totality of satisfying target performance goals for the entire quarter or fiscal year respectively, it cannot be prorated. Therefore, unless otherwise provided in this

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Agreement, if the Executive’s employment terminates prior to the last day of the fiscal year to which the respective bonus relates, the Executive shall not be entitled to any such bonus.

(ii)Annual Equity Awards. For each fiscal year during the Employment Term, the Executive will be eligible for an annual equity award equal to $600,000.00 in value (“Annual Equity Award”) determined under the equity grant policies established by the Compensation Committee, taking into consideration current market practice, affordability, and performance, as well as other factors determined by the Compensation Committee to be relevant, which Annual Equity Award shall be subject to the underlying terms and conditions of the Company’s then current equity incentive plan (“Equity Incentive Plan”). The Executive must be employed by the Company at the time the Compensation Committee authorizes Annual Equity Awards during any such fiscal year to be eligible for an Annual Equity Award for such fiscal year. Annual Equity Awards may be in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or any other equity award that is permitted pursuant to the Equity Incentive Plan.

(c)Benefit Plans. During the Executive’s employment with the Company, the Executive shall be eligible for participation in any and all benefit plans of general application to the executives and/or employees of the Company Group (collectively, the “Benefit Plans”), including by way of example only, retirement arrangements, welfare benefit plans, practices, policies, and programs (including, if applicable, medical, dental, disability, employee life, group life, and accidental death insurance plans and programs), and other employee benefits plans, that are maintained by, contributed to, or participated in by the Company, subject in each instance to the underlying terms and conditions (including plan eligibility provisions) of such plans, practices, policies, and programs; provided that the Executive shall not be entitled to participate in any severance program or policy of the Company Group except as specifically set forth herein.

(d)Expenses. Subject to Section 24 below, during the Executive’s employment with the Company, the Executive shall be entitled to reimbursement of all documented reasonable business expenses incurred by the Executive in accordance with the policies, practices, and procedures of the Company applicable to employees of the Company, as in effect from time to time.

(e)Fringe Benefits. During the Employment Term, the Executive shall be eligible to receive such fringe benefits and perquisites as are provided by the Company, in its sole discretion, to its executives and/or employees from time to time, in accordance with the policies, practices, and procedures of the Company.

(f)Paid Time Off. During the Employment Term, the Executive shall be entitled to paid time off, to use as needed, in accordance with the plans, policies, programs, and practices of the Company applicable to its executives, and, in each case, subject to the prior written consent of the CEO.

(g)Withholding Taxes. All forms of compensation paid or payable to the Executive from the Company or the Company Group, whether under this Agreement or otherwise, are subject to reduction to reflect applicable withholding and payroll taxes pursuant to any applicable law or regulation.

4.Termination. This Agreement and the Executive’s employment with the Company may be terminated in accordance with any of the following provisions.

(a)Non-Renewal By Either Party. This Agreement and the Executive’s employment with the Company will terminate upon expiration of the Employment Term following Notice of Non-Renewal provided by either Party to the other Party in accordance with

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Section 1 hereof. Notice of Non-Renewal given by the Company to the Executive shall constitute a termination of this Agreement by the Company without Cause (as contemplated in Section 4(b)). And any Notice of Non-Renewal given by the Executive to the Company shall constitute a termination by the Executive without Good Reason (as contemplated in Section 4(b)). Upon service of a Notice of Non-Renewal, the Company will have the option of requiring the Executive to immediately vacate the Company’s premises and cease performing the Executive’s duties hereunder. If the Company so elects this option, then the Company will remain obligated to provide the compensation and benefits hereunder to the Executive through the conclusion of the Employment Term, in addition to any payments or benefits due under Section 5.

(b)Termination By the Company Without Cause or By The Executive Without Good Reason. The Company may terminate this Agreement and the Executive’s employment with the Company without Cause (as that term is defined in Section 4(c)), and the Executive may terminate this Agreement and the Executive’s employment with the Company without Good Reason (as that term is defined in Section 4(d)), by providing written notice to the other Party at least ninety (90) days prior to the effective date of termination (the “Notice Period”). During the Notice Period, the Executive shall continue to perform the duties of the Executive’s position and the Company shall continue to compensate the Executive as set forth herein. However, notwithstanding the foregoing, if either Party provides the other Party with notice of termination pursuant to this Section 4(b), the Company will have the option of requiring the Executive to immediately vacate the Company’s premises and cease performing the Executive’s duties hereunder. If the Company so elects this option, then the Company will be obligated to provide the compensation and benefits hereunder to the Executive for the duration of the Notice Period, in addition to any payments or benefits due under Section 5.

(c)Termination By the Company For Cause. The Company may immediately terminate this Agreement and the Executive’s employment with the Company for Cause, which shall be effective upon delivery by the Company of written notice to the Executive of such termination, subject to any cure period as required herein. For purposes of this Agreement, “Cause” shall mean as defined in the sole discretion of the Company and, with respect to the Executive, shall include, but is not limited to, one or more of the following: (i) indictment of the Executive of the commission of a felony, whether or not such act was committed in connection with the business of the Company Group; (ii) involvement of Executive in any event that disqualifies Executive from employment by the Company in the state in which Executive is licensed or certified by the state cannabis regulatory authority; (iii) the commission of any act or omission that constitutes gross negligence, willful misconduct, misappropriation, embezzlement, material dishonesty, or fraud in connection with the performance of the Executive’s duties and responsibilities hereunder (iv) the commission of any act that materially damages the Company’s public reputation or brings the Company into disrepute; (v) the willful or negligent failure by the Participant to materially perform his/her duties or material failure to comply with any performance improvement plan where the Executive is presented with a performance improvement plan and provided ninety (90) days to cure performance deficiencies identified in the performance improvement plan; (vi) the Executive’s repeated violations of the Company’s personnel policies provided the Executive receives notice of such violations or the Executives material violations of the Company’s personnel policies; or (vii) any material breach of Sections 6 or 7 of this Agreement.

(d)Termination by the Executive for Good Reason.The Executive may terminate this Agreement and the Executive’s employment with the Company for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company:

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(i)a material diminution in the Executive’s duties/responsibilities; or

(ii)a material breach of this Agreement by the Company.

The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the Executive first knows of the occurrence of such circumstances, and actually terminate employment within sixty (60) days following the expiration of the Company’s cure period as set forth above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

(a)Termination as a Result of Death or Disability of the Executive. This Agreement and the Executive’s employment with the Company shall terminate automatically upon the date of the Executive’s death without notice by or to either Party. This Agreement and the Executive’s employment with the Company shall be terminated upon thirty (30) days’ written notice by the Company to the Executive that the Company has made a good faith determination that the Executive has a Disability. For purposes of this Agreement, “Disability” means the incapacity or inability of the Executive, whether due to accident, sickness, or otherwise, as confirmed in writing by a medical doctor acceptable to the Executive and the Company, to perform the essential functions of the Executive’s position under this Agreement, with or without reasonable accommodation, for an aggregate of 180 days during any twelve (12) month period of the Executive’s employment with the Company. Upon written request by the Company, the Executive shall, as soon as practicable, provide the Company with medical documentation and other information sufficient to enable the Company to determine whether the Executive has a Disability.

5.Obligations of the Company Upon Termination.

(a)Termination By the Company Without Cause (Including by Reason of Non-Renewal) or By the Executive For Good Reason. If the Company terminates the Executive’s employment and this Agreement without Cause, or the Executive terminates his/her employment and this Agreement for Good Reason:

(i)The Company shall pay the Executive within thirty (30) days after the effective date of termination or by such earlier date if required by applicable law, (A) the aggregate amount of the Executive’s earned but unpaid Base Salary then in effect, (B) incurred but unreimbursed documented reasonable reimbursable business expenses through the date of such termination, and (C) any other amounts due under applicable law, in each case earned and owing through the date of termination (the “Accrued Obligations”), and the Executive’s rights under the Benefit Plans shall be determined under the provisions of the Benefit Plans (the “Other Benefits”).

(ii)In addition to the Accrued Obligations and the Other Benefits, the Company shall pay to the Executive the amount of any Annual Bonus earned, but not yet paid, with respect to the fiscal year prior to the fiscal year in which the date of termination of the Executive’s employment with the Company occurs (the “Earned Annual Bonus”), which such payment shall be made to the Executive in accordance with Section 3(b) hereof.

(iii)In addition to the Accrued Obligations, the Other Benefits and the Earned Annual Bonus, subject to (A) Section 5(c) below, (B) the Executive timely signing, delivering, and not revoking the Release (as defined in this Section 5(a)(iii)), and (C) the Executive’s compliance with the Executive’s post-termination obligations in Sections 6, 7, 9, and 10 hereof following the termination of the Executive’s employment with the Company, the Executive shall be entitled to receive the following additional benefits:

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1.Severance equal to the sum of: (a) two times the sum of the Base Salary in effect on the date of termination plus the greater of the Annual Performance Bonus opportunity for the current fiscal year and the actual Annual Performance Bonus paid during the prior fiscal year and (b) a prorated Annual Performance Bonus for the current fiscal year (calculated as the target Bonus that would have been payable for the entire fiscal year assuming target was met, multiplied by a fraction, the numerator of which is equal to the number of days the Executive worked in the applicable fiscal year, and the denominator of which is equal to the total number of days in such fiscal year) (the “Severance”), which shall be payable in equal installments over a twenty-four (24) month period in accordance with the Company’s regular payroll practices and subject to all customary withholding and deductions.

2.If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay to the COBRA administrator on the Executive’s behalf the full amount of the COBRA premium due for medical, dental, and vision coverage for the Executive and any of the Executive’s covered dependents which is equivalent to the coverage the Executive maintained prior to termination of the Executive’s employment with the Company (the “COBRA Subsidy”) until the earliest of: (i) the twenty-four (24) month anniversary of the Executive’s termination date; and (ii) the date on which the Executive either receives or becomes eligible to receive substantially similar coverage from another employer. The Executive shall bear full responsibility for applying for COBRA continuation coverage, and the Company shall have no obligation to provide the Executive such coverage if the Executive fails to elect COBRA benefits in a timely fashion. Notwithstanding the foregoing, if the Company determines in its sole discretion that it can no longer provide the COBRA Subsidy pursuant to the terms of the Company’s welfare plan or underlying insurance policies or without causing the Company to incur additional expense as a result of noncompliance with applicable law, the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of Executive’s termination for Executive and Executive’s eligible dependents until the earliest of: (i) the twenty-four (24) month anniversary of the Executive’s termination date; and (ii) the date on which the Executive either receives or becomes eligible to receive substantially similar coverage from another employer.

3.All issued and unvested Annual Equity Awards shall immediately vest; provided, however, that any Annual Equity Award that is still subject to performance based vesting at the time of such termination shall only vest when and to the extent the Compensation Committee certifies that the performance goals are actually met.

It shall be a condition to the Executive’s right to receive the aforementioned additional benefits that the Executive execute and deliver to the Company an effective general release of claims in a form prescribed by the Company, which form shall include, among other customary terms and conditions, the survival of the Executive’s post-termination obligations in Sections 6, 7, 9, and 10 of this Agreement following termination of the Executive’s employment with the Company, but shall not include any additional obligations upon the Executive beyond those provided for in, or otherwise inconsistent with, this Agreement (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the date of termination of the Executive’s employment with the Company, and that the Executive not revoke such Release during any applicable revocation period (the combined review period and revocation period hereinafter referred to as the “Consideration Period”). Subject to Section 5(c) below, upon timely execution, delivery and non-revocation of the Release by the Executive, the installment payments of the Severance shall begin on the first normal payroll date that is after the later of (I) the date on which the Executive delivered to the Company the Release signed by the Executive, or (II) the end of any applicable revocation period (unless a longer period is required by law). Notwithstanding the foregoing, if the earliest payment date determined under the preceding

6

sentence is in one taxable year of the Executive and the latest possible payment date is in a second taxable year of the Executive, the first installment payment of Severance shall be made on the first normal payroll date that immediately follows the last date of the Consideration Period.

The Executive acknowledges and agrees that if the Executive is found to have breached Sections 6, 7, 9, or 10 of this Agreement, the Executive shall forfeit any unpaid installments of Severance as well as the right to continue receiving the COBRA Subsidy and outplacement services.

(b)Termination By the Executive Without Good Reason (Including By Reason of Non-Renewal); Termination By the Company For Cause; Termination Due to Death or Disability of the Executive. If the Executive terminates the Executive’s employment and this Agreement without Good Reason, the Company terminates the Executive’s employment and this Agreement for Cause, or the Executive’s employment and this Agreement terminates due to the Executive’s death or Disability, then the Company’s obligation to compensate the Executive shall in all respects cease as of the date of termination, except that the Company shall provide the Other Benefits and pay to the Executive (or the Executive’s estate in the event of death) (i) the Accrued Obligations within thirty (30) days after the effective date of termination (or by such earlier date if required by applicable law), and (ii) the Earned Annual Bonus, if any, in accordance with Section 3(b) hereof.

(c)Termination By the Company Without Cause or By the Executive For Good Reason Within 24 Months Following a Change in Control. If the Company terminates the Executive’s employment and this Agreement without Cause, or the Executive terminates his/her employment and this Agreement for Good Reason, within twenty-four (24) months following a Change of Control of the Company, then Executive shall receive the payments and grants described in Section 5(a) above, provided, however, that (i) the Severance contemplated in 5(a)(iii)(1) above shall be equal to the sum of (I) two and ½ times the sum of the Base Salary in effect on the date of termination plus the greater of the target amount of the Annual Performance Bonus for the current fiscal year and the actual amount of the Annual Performance Bonus paid during the prior fiscal year and (II) a prorated Annual Bonus for the current fiscal year (calculated as the amount of the Annual Performance Bonus that would have been payable for the entire fiscal year assuming target was met, multiplied by a fraction, the numerator of which is equal to the number of days the Executive worked in the applicable fiscal year, and the denominator of which is equal to the total number of days in such fiscal year), and shall be payable as a lump sum (rather than installments) on the Company’s first regular payroll date following the conclusion of the Consideration Period and (ii) the COBRA Subsidy shall be for a period of twenty-four (24) months. For purposes of this Agreement, “Change of Control” of the Company is defined as: (i) the date any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities; (ii) the date of the consummation of a merger or consolidation of the Company with any other corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iii) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company’s assets. Notwithstanding the foregoing provisions of this definition, a transaction will not be deemed a Change of Control unless the transaction qualifies as a “change in control event” within the meaning of Section 409A of the Internal Revenue Code

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of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”).

(d)    Exclusive Benefits. Notwithstanding anything to the contrary set forth herein, except as expressly provided in this Section 5, the Executive shall not be entitled to any additional payments or benefits upon or in connection with the Executive’s termination of employment with the Company.

(e)    No Mitigation; No Offset. In the event of any termination of the Executive’s employment, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due the Executive under this Agreement on account of any compensation attributable to any subsequent employment that the Executive may obtain except as specifically provided in this Section 5.

6.Non-Disclosure of Confidential Information.

(a)Confidential Information. The Executive acknowledges that in the course of the Executive’s employment with the Company, the Executive previously was provided with, had access to, accessed, and used Confidential Information (as defined herein) of the Company Group. The Executive further acknowledges that in the course of the Executive’s continuing employment with the Company, the Executive will use, have access to, and develop Confidential Information (as defined herein) of the Company Group. For purposes of this Agreement, “Confidential Information” shall mean and include all information, whether written or oral, tangible or intangible (in any form or format), of a private, secret, proprietary, or confidential nature, of or concerning the Company Group or the business or operations of the Company Group, that (i) is disclosed to the Executive or of which the Executive becomes aware as a consequence of his/her employment with the Company; (ii) has value to the Company Group; and (iii) is not generally known outside of the Company Group. “Confidential Information” shall include, without limitation, the following types of information regarding the Company Group: any trade secrets or other confidential or proprietary information which is not publicly known or generally known in the industry; the identity, background, and preferences of any current, former, or prospective clients, suppliers, vendors, referral sources, and business affiliates; pricing and financial information; current and prospective client, supplier, or vendor lists and leads; proposals with prospective clients, suppliers, vendors, or business affiliates; contracts with clients, suppliers, vendors, or business affiliates; marketing plans; brand standards guidelines; proprietary computer software and systems; marketing materials and information; information regarding corporate opportunities; operating and business plans and strategies; research and development; policies and manuals; personnel information of employees that is private and confidential; any information related to the compensation of employees, consultants, agents, or representatives of the Company Group; sales and financial reports and forecasts; any information concerning any product, technology, or procedure employed by the Company Group but not generally known to its current or prospective clients, suppliers, vendors, or competitors, or under development by or being tested by the Company Group; any inventions, innovations, or improvements covered by Section 9 hereof; and information concerning planned or pending acquisitions or divestitures. “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company Group by such third party, and that the Company Group has a duty or obligation to keep confidential. Notwithstanding any of the foregoing, the term Confidential Information shall not include information which (A) becomes available to the Executive from a source other than the Company Group or from third parties with whom the Company Group is not bound by a duty of confidentiality, or (B) becomes generally available or known in the industry other than as a result of its disclosure by the Executive.

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(i)During the course of the Executive’s employment with the Company, the Executive agrees to use the Executive’s reasonable best efforts to maintain the confidentiality of the Confidential Information, including adopting and implementing all reasonable procedures prescribed by the Company Group to prevent unauthorized use of Confidential Information or disclosure of Confidential Information to any unauthorized person.

(ii)Other than as contemplated in Section 6(a)(iii) below, in the event that the Executive becomes legally obligated to disclose any Confidential Information to anyone other than to the Company Group, the Executive will provide the Company with prompt written notice thereof so that the Company may seek a protective order or other appropriate remedy and the Executive will cooperate with and assist the Company in securing such protective order or other remedy. In the event that such protective order is not obtained, or that the Company waives compliance with the provisions of this Section 6(a)(ii) to permit a particular disclosure, the Executive will furnish only that portion of the Confidential Information which the Executive is legally required to disclose.

(iii)Nothing in this Agreement or any other agreement with the Company containing confidentiality provisions shall be construed to prohibit the Executive from: filing a charge with, participating in any investigation or proceeding conducted by, or cooperating with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state, or local government agency charged with enforcement of any law, rule, or regulation (“Government Agencies”); reporting possible violations of any law, rule, or regulation to any Government Agencies; making other disclosures that are protected under whistleblower provisions of any law, rule, or regulation; or receiving an award for information provided to any Government Agencies. The Executive acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive further acknowledges that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

(b)Restrictions On Use And Disclosure Of Confidential Information. At all times during the Executive’s employment with the Company and after the Executive’s employment with Company terminates, regardless of the reason for termination, the Executive agrees: (i) not to use or permit use of any Confidential Information on the Executive’s own behalf or on behalf of any person other than the Company Group, and (ii) not to discuss, disclose, transfer, or disseminate any Confidential Information in any manner with or to any person not authorized by the Company to receive such Confidential Information, except as necessary in the performance of the Executive’s duties for the Company Group and for the Company Group’s benefit.

(c)Return of Confidential Information and Property. Upon termination of the Executive’s employment with the Company, notwithstanding the reason or cause of termination, and at any other time upon written request by the Company, the Executive shall promptly return to the Company all originals, copies, or duplicates, in any form or format (whether paper, electronic, or other storage media), of the Confidential Information, as well as any and all equipment, and property of the Company Group (including, but not limited to, cell phones, credit cards, and laptop computers if they have been provided to the Executive). The Executive further

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agrees that after termination of the Executive’s employment with the Company, the Executive shall not retain any copies, notes, or abstracts in any form or format (whether paper, electronic, or other storage media) of the Confidential Information. Any Confidential Information retained in violation of this Agreement remains subject to the restrictions herein, and such restrictions shall survive any termination or expiration of this Agreement.

(d)Pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

7.Non-Competition; Non-Solicitation.

(a)Non-Competition. The Executive acknowledges the highly competitive nature of Company Group’s business and, in consideration of the Executive’s employment and continued employment with the Company, access to the Confidential Information, and the payment of the Base Salary and certain benefits by the Company to the Executive pursuant to the terms hereof (which the Executive acknowledges is sufficient to justify the restrictions contained herein), the Executive agrees that during the Executive’s employment with the Company and for a period of two (2) years from the date of termination of the Executive’s employment with the Company for any reason whatsoever (and whether upon notice of the Company or the Executive), the Executive will not engage, directly or indirectly, as a principal, officer, agent, employee, director, member, partner, stockholder (other than via investment in a mutual fund or exchange traded fund, or as the passive holder of less than 2% of the outstanding stock of a publicly-traded corporation), independent contractor, consultant, or advisor, whether with or without compensation or other remuneration, in the Restricted Business (as hereinafter defined) anywhere within the Restricted Area (as hereinafter defined), except on behalf of the Company Group or with the prior written consent of the Company. For purposes of this Agreement, the “Restricted Area” includes any country, state, province, county, or city in which the Company Group (i) conducts business as of the date of termination of the Executive’s employment with the Company or (ii) conducted business within the one-year period prior to the date of termination of the Executive’s employment with the Company. For purposes of this Agreement, “Restricted Business” shall mean the business of manufacturing or selling low THC/CBD cannabinoid products for medicinal or recreational purposes, or the business of providing any other products or services provided by the Company Group as of the date that the Executive’s employment terminates.

(b)Non-Solicitation of Employees, Consultants, and Independent Contractors. The Executive agrees that during the Executive’s employment and for a period of two (2) years from the date of termination of the Executive’s employment with the Company for any reason whatsoever (and whether upon notice of the Company or the Executive), the Executive shall not, directly or indirectly (in any capacity, on the Executive’s own behalf or on behalf of any other person or entity): (i) solicit, request, induce, or encourage any employees, consultants, vendors, suppliers or independent contractors of the Company Group to terminate their employment, to cease to be engaged by the Company Group, and/or to terminate or reduce their business relationship with the Company Group, or (ii) solicit, request, or attempt to recruit any employee, consultant or independent contractor of the Company Group to enter into employment or a consulting or independent contractor engagement with any other company.

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(c)Reasonableness of Restrictive Covenants. The Executive agrees and acknowledges that to assure the Company that the Company Group will retain the value of its operations, it is necessary that the Executive abide by the restrictions set forth in this Agreement. The Executive further agrees that the promises made in this Agreement are reasonable and necessary for protection of the Company Group’s legitimate business interests including, but not limited to, protection of: the Confidential Information; client good will associated with the specific marketing and trade area in which the Company Group conducts its business; the Company Group’s substantial relationships with prospective and existing clients, suppliers, vendors, and referral sources; and a productive and competent and undisrupted workforce. The Executive agrees that the restrictive covenants in this Agreement will not prevent the Executive from earning a livelihood in the Executive’s chosen business, they do not impose an undue hardship on the Executive, and that they will not injure the public.

(d)Tolling of Restrictive Period. The time period during which the Executive is to refrain from the activities described in Section 7 of this Agreement will be extended by any length of time during which the Executive is in breach of Section 7 of this Agreement. The Executive acknowledges that the purposes and intended effects of the restrictive covenants would be frustrated by measuring the period of the restriction from the date of termination the Executive’s employment where the Executive failed to honor the restrictive covenant until required to do so by court order.

8.Non-Disparagement. The Executive agrees that at all times during and after the Employment Term, the Executive will not make any statements (orally or in writing, including, without limitation, whether in fiction or nonfiction) or take any actions which in any way disparage or defame the Company Group, any of the directors or officers of the Company Group, or the Company Group’s operations, financial condition, prospects, products, or services, or in any way, directly or indirectly, cause or encourage the making of such statements, or the taking of such actions by anyone else. Similarly, the Company agrees that at all times during and after the Employment Term it will not, and, for so long as they remain employed by or associated with the Company Group, any director or officer of the Company Group will not, make any statements (orally or in writing, including, without limitation, whether in fiction or nonfiction) or take any actions which in any way disparage or defame the Executive, or in any way, directly or indirectly, cause or encourage the making of such statements, or the taking of such actions by anyone else. However, nothing in this Agreement shall prohibit the Executive or any director or officer of the Company Group from: exercising protected rights under Section 7 of the National Labor Relations Act; filing a charge with, participating in any investigation or proceeding conducted by, or cooperating with any Government Agencies; testifying truthfully in any forum or before any Government Agencies; reporting possible violations of any law, rule, or regulation to any Government Agencies; or making other disclosures that are protected under whistleblower provisions of any law, rule, or regulation.

9.Intellectual Property.

(a)Work Product Owned By the Company. The Executive agrees that the Company or the applicable member of the Company Group (each individually the “Assigned Party”) is and will be the sole and exclusive owner of all ideas, inventions, discoveries, improvements, designs, plans, methods, works of authorship, deliverables, writings, brochures, manuals, know-how, methods of conducting business, policies, procedures, products, processes, software, or any enhancements, or documentation of or to the same, and any other work product in any form or media that the Executive made or makes, conceives, or reduces to practice, individually or jointly with others, in the course of performing the Executive’s duties for the Assigned Party during any past, current, and future employment with the Assigned Party, that is

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related or pertaining to or connected with the present or anticipated business, products, or services of the Assigned Party (collectively, “Work Products”).

(b)Intellectual Property. “Intellectual Property” means any and all (i) copyrights and other rights associated with works of authorship; (ii) trade secrets; (iii) patents, patent disclosures, and all rights in inventions (whether patentable or not); (iv) trademarks, trade names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith; (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in effect.

(c)Assignment. The Executive acknowledges the Executive’s work and services provided for the Assigned Party and all results and proceeds thereof, including, the Work Products, are works done under the Company Group’s direction and control and have been specially ordered or commissioned by the Company Group. To the extent the Work Products are copyrightable subject matter, they shall constitute “works made for hire” for the Company Group within the meaning of the Copyright Act of 1976, as amended, and shall be the exclusive property of the Assigned Party. Should any Work Product be held by a court of competent jurisdiction to not be a “work made for hire,” and for any other rights, the Executive hereby assigns and transfers to the Assigned Party, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Products, including but not limited to all Intellectual Property pertaining thereto, and in and to all works based upon, derived from, or incorporating such Work Products, and in and to all income, royalties, damages, claims, and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity, for past, present, or future infringement. The Executive hereby waives and further agrees not to assert the Executive’s rights known in various jurisdictions as moral rights and grants the Company Group the right to make changes, as the Company Group deems necessary, in the Work Products.

(d)License of Intellectual Property Not Assigned. Notwithstanding the above, should the Executive be deemed to own or have any Intellectual Property that is used, embodied, or reflected in the Work Products, the Executive hereby grants to the Company Group, its successors and assigns, the non-exclusive, irrevocable, perpetual, worldwide, fully-paid, and royalty-free license, with rights to sublicense through multiple levels of sublicenses, to use, reproduce, publish, create derivative works of, market, advertise, distribute, sell, publicly perform, and publicly display and otherwise exploit by all means now known or later developed the Work Products and Intellectual Property.

(e)Maintenance; Disclosure; Execution; Attorney-In-Fact. The Executive will, at the request and cost of the Assigned Party, sign, execute, make, and do all such deeds, documents, acts, and things as the Assigned Party and their duly authorized agents may reasonably require to apply for, obtain, and vest in the name of the Assigned Party alone (unless the Assigned Party otherwise directs) letters patent, copyrights, or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same. In the event the Assigned Party is unable, after reasonable effort, to secure the Executive’s signature on any letters patent, copyright, or other analogous protection relating to a Work Product, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive hereby irrevocably designates and appoints the Assigned Party and their duly authorized officers and agents as the Executive’s agent and attorney-in-fact (which designation and appointment shall be (i) deemed coupled with an interest and (ii) irrevocable, and shall survive the Executive’s death or incapacity), to act for and in the Executive’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright, or other

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analogous protection thereon with the same legal force and effect as if executed by the Executive.

(f)The Executive’s Representations Regarding Work Products. The Executive represents and warrants that, to the Executive’s knowledge, all Work Products that the Executive makes, conceives, or reduces to practice, individually or jointly with others, in the course of performing the Executive’s duties for Assigned Party under this Agreement are (i) original or an improvement of the Assigned Party’s prior Work Products and (ii) do not include, copy, use, or infringe any Intellectual Property rights of a third party.

10.Cooperation.

(a)    Disputes/Investigations. The Executive agrees that at all times during the Executive’s employment with the Company and at all times thereafter (including following the termination of the Executive’s employment for any reason), the Executive will cooperate with all reasonable requests by the Company Group for assistance in connection with any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, involving the Company Group that relates to events or occurrences that transpired while the Executive was employed by the Company, including by providing truthful testimony in person in any such action, suit, or proceeding, and by providing information and meeting and consulting with the Company or its representatives or counsel, or representatives of or counsel to the Company Group, at mutually convenient times and as reasonably requested; provided, however, that the foregoing shall not apply to any action, suit, or proceeding involving disputes between the Executive and the Company Group arising under this Agreement or any other agreement. The Company shall reimburse the Executive for any reasonable fees and reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 10, and such cooperation shall be at reasonable times and upon reasonable advance notice.

11.Indemnification. During and after the Employment Term, the Executive shall be entitled to all rights to indemnification available under the by-laws, certificate of incorporation and any director and officer insurance policies of the Company and any indemnification agreement entered into between the Executive and the Company or any member of the Company Group.

12.Severability; Independent Covenants. If any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, the remaining provisions of this Agreement shall remain enforceable and the invalid, illegal, or unenforceable provisions shall be modified so as to be valid and enforceable and shall be enforced as modified. If, moreover, any part of this Agreement is for any reason held too excessively broad as to time, duration, geographic scope, activity, or subject, it is the intent of the Parties that this Agreement shall be judicially modified by limiting or reducing it so as to be enforceable to the extent compatible with the applicable law. The existence of any claim or cause of action of the Executive against the Company Group (or against any member, shareholder, director, officer, or employee thereof), whether arising out of the Agreement or otherwise, shall not constitute a defense to: (i) the enforcement by the Company Group of any of the restrictive covenants set forth in this Agreement; or (ii) the Company Group’s entitlement to any remedies hereunder. The Executive’s obligations under this Agreement are independent of any of the Company Group’s obligations to the Executive.

13.Remedies for Breach. The Executive acknowledges and agrees that it would be difficult to measure the damages to the Company Group from any breach or threatened breach by the Executive of this Agreement, including but not limited to Sections 6, 7, 9, and 10 hereof; that injury to the Company Group from any such breach would be irreparable; and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, the

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Executive agrees that if the Executive breaches or threatens to breach any of the promises contained in this Agreement, the Company Group shall, in addition to all other remedies it may have (including monetary remedies), be entitled to seek an injunction and/or equitable relief, on a temporary or permanent basis, to restrain any such breach or threatened breach without showing or proving any actual damage to the Company Group. Nothing herein shall be construed as a waiver of any right the Company Group may have or hereafter acquire to pursue any other remedies available to it for such breach or threatened breach, including recovery of damages from the Executive.

14.Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of any successor or assigns of Company by way of merger, consolidation or sale. The Executive may not assign this Agreement without the written consent of the Company. The Executive agrees that each member of the Company Group is an express third party beneficiary of this Agreement, and this Agreement, including the restrictive covenants and other obligations set forth in Sections 6, 7, 9, and 10 hereof, are for each such member’s benefit. The Executive expressly agrees and consents to the enforcement of this Agreement, including but not limited to the restrictive covenants and other obligations in Sections 6, 7, 9, and 10 hereof, by any member of the Company Group as well as by the Company Group’s future affiliates, successors, and/or assigns.

15.Attorneys’ Fees and Costs. In any action brought to enforce or otherwise interpret any provision of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing Party to the action or proceeding, including through settlement, judgment, and/or appeal.

16.Governing Law; Arbitration.

(a)Governing Law. This Agreement shall be governed by the laws of the State of Florida, without regard to its choice of law principles, except where federal law applies.

(b)Arbitration. The Parties agree that any dispute, controversy, or claim arising out of or related to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to final and binding arbitration administered by JAMS, Inc. (“JAMS”) in accordance with the Federal Arbitration Act and the JAMS Employment Arbitration Rules and Procedures (the “Rules”) then in effect, and conducted in Tallahassee, Florida by a single neutral arbitrator selected in accordance with the Rules. The Rules can be found at wwww.jamsadr.com/rules-employment-arbitration/. In arbitration, the Parties have the right to be represented by legal counsel; the arbitrator shall permit adequate discovery sufficient to allow the Parties to vindicate their claims and may not limit the Parties’ rights to reasonable discovery; the Parties shall have the right to subpoena witnesses, to compel their attendance at hearings, and to cross-examine witnesses; and the arbitrator’s decision shall be in writing and shall contain essential findings of fact and conclusions of law on which the award is based. The arbitrator shall have the power to resolve all disputes and award any type of legal or equitable relief, to the extent such relief is available under applicable law. Further, in any such arbitration proceeding, the prevailing Party shall be entitled to an award of that Party’s reasonable costs and attorney’s fees, unless otherwise prohibited by applicable law. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction in an action to confirm or enforce the arbitration award. Except as necessary to confirm or enforce an award, the Parties agree to keep all arbitration proceedings completely confidential. Notwithstanding the foregoing, either Party may seek preliminary injunctive and/or other equitable relief from a court of competent jurisdiction in support of claims to be prosecuted in arbitration. In the event a dispute, controversy, or claim arising out of or related to this Agreement is found to fall outside of the arbitration provision in this Section

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16(b), the Parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts in Leon County, Florida for the resolution of such dispute, controversy, or claim.

17.Mutual Waiver of Jury Trial in Court Proceedings. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL BY JURY FOR ANY CAUSE OF ACTION, CLAIM, RIGHT, ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATION. EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.

18.Waiver. No waiver of any breach or other rights under this Agreement shall be deemed a waiver unless the acknowledgment of the waiver is in writing executed by the Party committing the waiver. No waiver shall be deemed to be a waiver of any subsequent breach or rights. All rights are cumulative under this Agreement. The failure or delay of the Company at any time or times to require performance of, or to exercise any of its powers, rights, or remedies with respect to any term or provision of this Agreement or any other aspect of the Executive’s conduct or employment in no manner (except as otherwise expressly provided herein) shall affect the Company’s right at a later time to enforce any such term or provision.

19.Survival. The Executive’s post-termination rights and obligations and the Company Group’s post-termination rights and obligations under Sections 4 through 26 of this Agreement shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company regardless of the reason for termination; shall continue in full force and effect in accordance with their terms; and shall continue to be binding on the Parties.

20.Independent Advice. The Executive acknowledges that the Company has provided the Executive with a reasonable opportunity to obtain independent legal advice with respect to this Agreement, and that either: (a) the Executive has had such independent legal advice prior to executing this Agreement; or (b) the Executive has willingly chosen not to obtain such advice and to execute this Agreement without having obtained such advice.

21.Entire Agreement. This Agreement constitutes the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, arrangements, promises, and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises, and commitments are hereby canceled and terminated.

22.Amendment. This Agreement may not be amended, supplemented, or modified in whole or in part except by an instrument in writing signed by the Party or Parties against whom enforcement of such amendment, supplement, or modification is sought.

23.Notices. Any notice, request, or other document required or permitted to be given under this Agreement shall be in writing and shall be deemed given: (a) upon delivery, if delivered by hand; (b) three (3) days after the date of deposit in the mail, postage prepaid, if mailed by certified U.S. mail; or (c) on the next business day, if sent by prepaid overnight courier service. If not personally delivered by hand, notice shall be sent using the addresses set forth below or to such other address as either Party may designate by written notice to the other:

If to the Executive: at the Executive’s most recent address on file with the Company.

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If to the Company, to:

Attn: Chief Legal Officer

Trulieve Cannabis Corp.

3494 Martin Hurst Rd.

Tallahassee, FL 32312

24.Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

25.Code Section 280G. In the event that any payments, distributions, benefits, or entitlements of any type payable to Executive (the “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a

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reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25.

26.Counterparts; Electronic Transmission; Headings. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, including an electronic copy or facsimile, but all of which taken together shall constitute one and the same instrument. The headings used herein are for ease of reference only and shall not define or limit the provisions hereof.

[Remainder of this page intentionally left blank; signatures follow.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

COMPANY

TRULIEVE CANNABIS CORP.

By:/s/ Kim River                

Name: Kim Rivers

Title:    CEO

EXECUTIVE

/s/ Wes Getman                

Wes Getman

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EX-10.22

Exhibit 10.22

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 29, 2024 (the “Effective Date”), is entered into by and between, Trulieve Cannabis Corp. (the “Company”), and Marie Zhang (the “Executive”). (The Company and the Executive are sometimes individually referred to herein as a “Party” and collectively as the “Parties”).

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to accept continued employment with the Company, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, which are made a part hereof, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Employment Term. Unless terminated earlier in accordance with Section 4 of this Agreement, the Executive’s employment with the Company pursuant to this Agreement shall be for an initial term of three (3) years commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Initial Term”). Thereafter, this Agreement shall be automatically renewed for successive one-year terms commencing on the applicable anniversary of the Effective Date (each such successive year being a “Renewal Term,” and, together with the Initial Term, or such lesser period in the event of termination of the Executive’s employment prior to the expiration of the Initial Term or a Renewal Term in accordance with Section 4 of this Agreement, the “Employment Term”), unless either Party gives written notice to the other Party not less than ninety (90) days prior to the end of the Initial Term or a Renewal Term, as the case may be, of such Party’s election not to renew this Agreement (“Notice of Non-Renewal”).

2.Position and Duties; Exclusive Employment; Principal Location; No Conflicts.

(a)Position and Duties. During the Employment Term, the Executive shall serve as Chief Operating Officer of the Company. The Executive, in carrying out his/her duties under this Agreement, shall report solely and directly to the Chief Executive Officer (“CEO”). The Executive shall have such duties, authority, and responsibility, commensurate with the Executive’s position, as shall be assigned and determined from time to time by the Company, including serving as a director or officer of current and any future parent, subsidiaries, and affiliates, (the Company and its current and any future parent, subsidiaries, and affiliates are collectively referred to herein as the “Company Group”), without additional compensation or benefits other than as set forth in this Agreement. Upon termination of the Employment Term for any reason Executive will resign from any position then held with the Company Group. The Executive’s reporting structure may be modified as needed by the Company to carry out the mission and business purposes of the Company.

(b)Exclusive Employment. The Executive agrees to devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties hereunder and in furtherance of the business of the Company Group. The Executive shall (i) perform the Executive’s duties and responsibilities hereunder honestly, in good faith, to the best of the Executive’s abilities, in a diligent manner, and in accordance with the Company Group’s policies and applicable law, provided that if this Agreement conflicts with such policies, this Agreement will control, (ii) use the Executive’s reasonable best efforts to promote the success of the Company Group, and (iii) not be or become an officer, director, manager, employee, advisor, or consultant of any business other than that of the Company Group, unless the Executive

receives advance written approval from the CEO. Notwithstanding the foregoing, the Executive may manage the Executive’s personal investments and, on a non-compensated basis and with prior notice to the CEO, engage in civic and not-for-profit activities, as long as such activities do not materially interfere with the Executive’s performance of the Executive’s duties to the Company Group or the commitments made by the Executive in this Section 2(b).

(c)Principal Location; Travel. During the Employment Term, the Executive shall perform the duties and responsibilities required by this Agreement at such location as agreed upon by the Executive and the CEO, and will be required to travel to other locations, including internationally, as may be necessary to fulfill the Executive’s duties and responsibilities hereunder. Notwithstanding anything to the contrary herein, the Executive hereby agrees to relocate her primary residence to Tallahassee, Florida within six months of the Effective date.

(d)No Conflict. The Executive represents and warrants to the Company that the Executive has the capacity to enter into this Agreement, and that the execution, delivery, and performance of this Agreement by the Executive will not violate any agreement, undertaking, or covenant to which the Executive is a party or is otherwise bound, including any obligations with respect to non-competition, non-solicitation, or non-disclosure of proprietary or confidential information of any other person or entity.

3.Compensation; Benefits.

(a)Base Salary. During the Employment Term, the Company shall pay to the Executive an annualized base salary in the gross amount of $460,000.00 (the “Base Salary”), which shall be payable in regular installments in accordance with the Company’s customary payroll practices and procedures, but in no event less frequently than monthly, and prorated for any partial year worked.

(b)Incentive Compensation.

(i)Annual Bonus.

(A)    Amount. During the Employment Term, the Executive shall be eligible to receive an annual target performance-based bonus opportunity equal to $400,000.00. Two-thirds of such an annual target performance-based bonus opportunity shall be payable subject to the achievement of certain identified target performance goals established for the Company and the Executive by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) for each applicable fiscal year during the Employment Term (the “Annual Performance Bonus”). One-third of such an annual target performance-based bonus opportunity shall be payable subject to the achievement of certain identified target performance goals established for the Executive by the Company (the “Quarterly Performance Bonus”). The Quarterly Performance Bonus shall be payable in quarterly amounts based on the Executive’s performance towards such goals during each applicable quarter. The Annual Performance Bonus and the Quarterly Performance Bonus are collectively referred to herein as the “Target Performance Bonus”.

(B)    Timing of Payment. The Target Performance Bonus shall be paid in accordance with the terms of any plan governing Executive’s Target Performance Bonus then in effect, but in all events during the fiscal year following the end of the fiscal year to which the Target Performance Bonus relates.

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(C)    Conditions to Payment. To be eligible to receive the Quarterly Performance Bonus, the Executive must (I) remain continuously employed with and by the Company (or any member of the Company Group) through the last dayof the quarter to which the Quarterly Bonus relates, and (II) be in good standing with the Company (and all members of the Company Group) (i.e., not under any type of performance improvement plan, disciplinary suspension, final warning, or the like) as of the last dayof the quarter to which the Quarterly Bonus relates. To be eligible to receive the Annual Performance Bonus, the Executive must (I) remain continuously employed with and by the Company (or any member of the Company Group) through the last dayof the fiscal year to which the Annual Performance Bonus relates, and (II) be in good standing with the Company (and all members of the Company Group) (i.e., not under any type of performance improvement plan, disciplinary suspension, final warning, or the like) as of the last dayof the fiscal year to which the Annual Performance Bonus relates. Because any Annual Performance Bonus or Quarterly Performance Bonus is assessed based on the totality of satisfying target performance goals for the entire quarter or fiscal year respectively, it cannot be prorated. Therefore, unless otherwise provided in this Agreement, if the Executive’s employment terminates prior to the last day of the quarter or fiscal year to which the respective bonus relates, the Executive shall not be entitled to any such bonus.

(ii)Annual Equity Awards. For each fiscal year during the Employment Term, the Executive will be eligible for an annual equity award equal to $750,000.00 in value (“Annual Equity Award”) determined under the equity grant policies established by the Compensation Committee, taking into consideration current market practice, affordability, and performance, as well as other factors determined by the Compensation Committee to be relevant, which Annual Equity Award shall be subject to the underlying terms and conditions of the Company’s then current equity incentive plan (“Equity Incentive Plan”). The Executive must be employed by the Company at the time the Compensation Committee authorizes Annual Equity Awards during any such fiscal year to be eligible for an Annual Equity Award for such fiscal year. Annual Equity Awards may be in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or any other equity award that is permitted pursuant to the Equity Incentive Plan.

(c)Signing Bonus. Following the Effective Date, Executive will be granted a signing bonus equal to $100,000.00, payable in accordance with the Company’s standard payroll practices.

(d)Benefit Plans. During the Executive’s employment with the Company, the Executive shall be eligible for participation in any and all benefit plans of general application to the executives and/or employees of the Company Group (collectively, the “Benefit Plans”), including by way of example only, retirement arrangements, welfare benefit plans, practices, policies, and programs (including, if applicable, medical, dental, disability, employee life, group life, and accidental death insurance plans and programs), and other employee benefits plans, that are maintained by, contributed to, or participated in by the Company, subject in each instance to the underlying terms and conditions (including plan eligibility provisions) of such plans, practices, policies, and programs; provided that the Executive shall not be entitled to participate in any severance program or policy of the Company Group except as specifically set forth herein.

(e)Expenses. Subject to Section 24 below, during the Executive’s employment with the Company, the Executive shall be entitled to reimbursement of all documented reasonable business expenses incurred by the Executive in accordance with the policies, practices, and procedures of the Company applicable to employees of the Company, as in effect from time to time. The Company shall pay and/or reimburse the Executive for agreed-upon reasonable moving expenses to relocate to Tallahassee, Florida not to exceed $50,000.00.

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(f)Fringe Benefits. During the Employment Term, the Executive shall be eligible to receive such fringe benefits and perquisites as are provided by the Company, in its sole discretion, to its executives and/or employees from time to time, in accordance with the policies, practices, and procedures of the Company.

(g)Paid Time Off. During the Employment Term, the Executive shall be entitled to paid time off, to use as needed, in accordance with the plans, policies, programs, and practices of the Company applicable to its executives, and, in each case, subject to the prior written consent of the CEO.

(h)Withholding Taxes. All forms of compensation paid or payable to the Executive from the Company or the Company Group, whether under this Agreement or otherwise, are subject to reduction to reflect applicable withholding and payroll taxes pursuant to any applicable law or regulation.

4.Termination. This Agreement and the Executive’s employment with the Company may be terminated in accordance with any of the following provisions.

(a)Non-Renewal By Either Party. This Agreement and the Executive’s employment with the Company will terminate upon expiration of the Employment Term following Notice of Non-Renewal provided by either Party to the other Party in accordance with Section 1 hereof. Notice of Non-Renewal given by the Company to the Executive shall constitute a termination of this Agreement by the Company without Cause (as contemplated in Section 4(b)). And any Notice of Non-Renewal given by the Executive to the Company shall constitute a termination by the Executive without Good Reason (as contemplated in Section 4(b)). Upon service of a Notice of Non-Renewal, the Company will have the option of requiring the Executive to immediately vacate the Company’s premises and cease performing the Executive’s duties hereunder. If the Company so elects this option, then the Company will remain obligated to provide the compensation and benefits hereunder to the Executive through the conclusion of the Employment Term, in addition to any payments or benefits due under Section 5.

(b)Termination By the Company Without Cause or By The Executive Without Good Reason. The Company may terminate this Agreement and the Executive’s employment with the Company without Cause (as that term is defined in Section 4(c)), and the Executive may terminate this Agreement and the Executive’s employment with the Company without Good Reason (as that term is defined in Section 4(d)), by providing written notice to the other Party at least ninety (90) days prior to the effective date of termination (the “Notice Period”). During the Notice Period, the Executive shall continue to perform the duties of the Executive’s position and the Company shall continue to compensate the Executive as set forth herein. However, notwithstanding the foregoing, if either Party provides the other Party with notice of termination pursuant to this Section 4(b), the Company will have the option of requiring the Executive to immediately vacate the Company’s premises and cease performing the Executive’s duties hereunder. If the Company so elects this option, then the Company will be obligated to provide the compensation and benefits hereunder to the Executive for the duration of the Notice Period, in addition to any payments or benefits due under Section 5.

(c)Termination By the Company For Cause. The Company may immediately terminate this Agreement and the Executive’s employment with the Company for Cause, which shall be effective upon delivery by the Company of written notice to the Executive of such termination, subject to any cure period as required herein. For purposes of this Agreement, “Cause” shall mean as defined in the sole discretion of the Company and, with respect to the Executive, shall include, but is not limited to, one or more of the following: (i) indictment of the Executive of the commission of a felony, whether or not such act was committed in connection

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with the business of the Company Group; (ii) involvement of Executive in any event that disqualifies Executive from employment by the Company in the state in which Executive is licensed or certified by the state cannabis regulatory authority; (iii) the commission of any act or omission that constitutes gross negligence, willful misconduct, misappropriation, embezzlement, material dishonesty, or fraud in connection with the performance of the Executive’s duties and responsibilities hereunder (iv) the commission of any act that materially damages the Company’s public reputation or brings the Company into disrepute; (v) the willful or negligent failure by the Participant to materially perform his/her duties or material failure to comply with any performance improvement plan where the Executive is presented with a performance improvement plan and provided ninety (90) days to cure performance deficiencies identified in the performance improvement plan; (vi) the Executive’s repeated violations of the Company’s personnel policies provided the Executive receives notice of such violations or the Executives material violations of the Company’s personnel policies; or (vii) any material breach of Sections 6 or 7 of this Agreement.

(d)Termination by the Executive for Good Reason.The Executive may terminate this Agreement and the Executive’s employment with the Company for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company:

(i)a material diminution in the Executive’s duties/responsibilities; or

(ii)a material breach of this Agreement by the Company.

The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the Executive first knows of the occurrence of such circumstances, and actually terminate employment within sixty (60) days following the expiration of the Company’s cure period as set forth above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

(a)Termination as a Result of Death or Disability of the Executive. This Agreement and the Executive’s employment with the Company shall terminate automatically upon the date of the Executive’s death without notice by or to either Party. This Agreement and the Executive’s employment with the Company shall be terminated upon thirty (30) days’ written notice by the Company to the Executive that the Company has made a good faith determination that the Executive has a Disability. For purposes of this Agreement, “Disability” means the incapacity or inability of the Executive, whether due to accident, sickness, or otherwise, as confirmed in writing by a medical doctor acceptable to the Executive and the Company, to perform the essential functions of the Executive’s position under this Agreement, with or without reasonable accommodation, for an aggregate of 180 days during any twelve (12) month period of the Executive’s employment with the Company. Upon written request by the Company, the Executive shall, as soon as practicable, provide the Company with medical documentation and other information sufficient to enable the Company to determine whether the Executive has a Disability.

5.Obligations of the Company Upon Termination.

(a)Termination By the Company Without Cause (Including by Reason of Non-Renewal) or By the Executive For Good Reason. If the Company terminates the Executive’s employment and this Agreement without Cause, or the Executive terminates his/her employment and this Agreement for Good Reason:

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(i)The Company shall pay the Executive within thirty (30) days after the effective date of termination or by such earlier date if required by applicable law, (A) the aggregate amount of the Executive’s earned but unpaid Base Salary then in effect, (B) incurred but unreimbursed documented reasonable reimbursable business expenses through the date of such termination, and (C) any other amounts due under applicable law, in each case earned and owing through the date of termination (the “Accrued Obligations”), and the Executive’s rights under the Benefit Plans shall be determined under the provisions of the Benefit Plans (the “Other Benefits”).

(ii)In addition to the Accrued Obligations and the Other Benefits, the Company shall pay to the Executive the amount of any Annual Bonus earned, but not yet paid, with respect to the fiscal year prior to the fiscal year in which the date of termination of the Executive’s employment with the Company occurs (the “Earned Annual Bonus”), which such payment shall be made to the Executive in accordance with Section 3(b) hereof.

(iii)In addition to the Accrued Obligations, the Other Benefits and the Earned Annual Bonus, subject to (A) Section 5(c) below, (B) the Executive timely signing, delivering, and not revoking the Release (as defined in this Section 5(a)(iii)), and (C) the Executive’s compliance with the Executive’s post-termination obligations in Sections 6, 7, 9, and 10 hereof following the termination of the Executive’s employment with the Company, the Executive shall be entitled to receive the following additional benefits:

1.Severance equal to the sum of: (a) one and ½ times (i) the sum of the Base Salary in effect on the date of termination plus (ii) the greater of the Target Performance Bonus opportunity for the current fiscal year and the actual Target Performance Bonus paid during the prior fiscal year and (b) a prorated Target Performance Bonus for the current fiscal year (calculated as the target Bonus that would have been payable for the entire fiscal year assuming target was met, multiplied by a fraction, the numerator of which is equal to the number of days the Executive worked in the applicable fiscal year, and the denominator of which is equal to the total number of days in such fiscal year) (the “Severance”), which shall be payable in equal installments over a 18 month period in accordance with the Company’s regular payroll practices and subject to all customary withholding and deductions.

2.If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay to the COBRA administrator on the Executive’s behalf the full amount of the COBRA premium due for medical, dental, and vision coverage for the Executive and any of the Executive’s covered dependents which is equivalent to the coverage the Executive maintained prior to termination of the Executive’s employment with the Company (the “COBRA Subsidy”) until the earliest of: (i) the 18 month anniversary of the Executive’s termination date; and (ii) the date on which the Executive either receives or becomes eligible to receive substantially similar coverage from another employer. The Executive shall bear full responsibility for applying for COBRA continuation coverage, and the Company shall have no obligation to provide the Executive such coverage if the Executive fails to elect COBRA benefits in a timely fashion. Notwithstanding the foregoing, if the Company determines in its sole discretion that it can no longer provide the COBRA Subsidy pursuant to the terms of the Company’s welfare plan or underlying insurance policies or without causing the Company to incur additional expense as a result of noncompliance with applicable law, the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of Executive’s termination for Executive and Executive’s eligible dependents until the earliest of: (i) the 18 month anniversary of the Executive’s termination date; and (ii) the date on which the Executive either receives or becomes eligible to receive substantially similar coverage from another employer.

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3.All issued and unvested Annual Equity Awards shall immediately vest; provided, however, that any Annual Equity Award that is still subject to performance based vesting at the time of such termination shall only vest when and to the extent the Compensation Committee certifies that the performance goals are actually met.

It shall be a condition to the Executive’s right to receive the aforementioned additional benefits that the Executive execute and deliver to the Company an effective general release of claims in a form prescribed by the Company, which form shall include, among other customary terms and conditions, the survival of the Executive’s post-termination obligations in Sections 6, 7, 9, and 10 of this Agreement following termination of the Executive’s employment with the Company, but shall not include any additional obligations upon the Executive beyond those provided for in, or otherwise inconsistent with, this Agreement (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the date of termination of the Executive’s employment with the Company, and that the Executive not revoke such Release during any applicable revocation period (the combined review period and revocation period hereinafter referred to as the “Consideration Period”). Subject to Section 5(c) below, upon timely execution, delivery and non-revocation of the Release by the Executive, the installment payments of the Severance shall begin on the first normal payroll date that is after the later of (I) the date on which the Executive delivered to the Company the Release signed by the Executive, or (II) the end of any applicable revocation period (unless a longer period is required by law). Notwithstanding the foregoing, if the earliest payment date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment date is in a second taxable year of the Executive, the first installment payment of Severance shall be made on the first normal payroll date that immediately follows the last date of the Consideration Period.

The Executive acknowledges and agrees that if the Executive is found to have breached Sections 6, 7, 9, or 10 of this Agreement, the Executive shall forfeit any unpaid installments of Severance as well as the right to continue receiving the COBRA Subsidy and outplacement services.

(b)Termination By the Executive Without Good Reason (Including By Reason of Non-Renewal); Termination By the Company For Cause; Termination Due to Death or Disability of the Executive. If the Executive terminates the Executive’s employment and this Agreement without Good Reason, the Company terminates the Executive’s employment and this Agreement for Cause, or the Executive’s employment and this Agreement terminates due to the Executive’s death or Disability, then the Company’s obligation to compensate the Executive shall in all respects cease as of the date of termination, except that the Company shall provide the Other Benefits and pay to the Executive (or the Executive’s estate in the event of death) (i) the Accrued Obligations within thirty (30) days after the effective date of termination (or by such earlier date if required by applicable law), and (ii) the Earned Annual Bonus, if any, in accordance with Section 3(b) hereof.

(c)Termination By the Company Without Cause or By the Executive For Good Reason Within 24 Months Following a Change in Control. If the Company terminates the Executive’s employment and this Agreement without Cause, or the Executive terminates his/her employment and this Agreement for Good Reason, within twenty-four (24) months following a Change of Control of the Company, then Executive shall receive the payments and grants described in Section 5(a) above, provided, however, that (i) the Severance contemplated in 5(a)(iii)(1) above shall be equal to the sum of (I) two times (A) the sum of the Base Salary in effect on the date of termination plus (B) the greater of the target amount of the Target Performance Bonus for the current fiscal year and the actual amount of the Target Performance Bonus paid during the prior fiscal year and (II) a prorated Annual Bonus for the current fiscal year (calculated as the amount of the Target Performance Bonus that would have been payable

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for the entire fiscal year assuming target was met, multiplied by a fraction, the numerator of which is equal to the number of days the Executive worked in the applicable fiscal year, and the denominator of which is equal to the total number of days in such fiscal year), and shall be payable as a lump sum (rather than installments) on the Company’s first regular payroll date following the conclusion of the Consideration Period and (ii) the COBRA Subsidy shall be for a period of twenty-four (24) months. For purposes of this Agreement, “Change of Control” of the Company is defined as: (i) the date any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities; (ii) the date of the consummation of a merger or consolidation of the Company with any other corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iii) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company’s assets. Notwithstanding the foregoing provisions of this definition, a transaction will not be deemed a Change of Control unless the transaction qualifies as a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”).

(d)    Exclusive Benefits. Notwithstanding anything to the contrary set forth herein, except as expressly provided in this Section 5, the Executive shall not be entitled to any additional payments or benefits upon or in connection with the Executive’s termination of employment with the Company.

(e)    No Mitigation; No Offset. In the event of any termination of the Executive’s employment, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due the Executive under this Agreement on account of any compensation attributable to any subsequent employment that the Executive may obtain except as specifically provided in this Section 5.

6.Non-Disclosure of Confidential Information.

(a)Confidential Information. The Executive acknowledges that in the course of the Executive’s employment with the Company, the Executive previously was provided with, had access to, accessed, and used Confidential Information (as defined herein) of the Company Group. The Executive further acknowledges that in the course of the Executive’s continuing employment with the Company, the Executive will use, have access to, and develop Confidential Information (as defined herein) of the Company Group. For purposes of this Agreement, “Confidential Information” shall mean and include all information, whether written or oral, tangible or intangible (in any form or format), of a private, secret, proprietary, or confidential nature, of or concerning the Company Group or the business or operations of the Company Group, that (i) is disclosed to the Executive or of which the Executive becomes aware as a consequence of his/her employment with the Company; (ii) has value to the Company Group; and (iii) is not generally known outside of the Company Group. “Confidential Information” shall include, without limitation, the following types of information regarding the Company Group: any trade secrets or other confidential or proprietary information which is not publicly known or generally known in the industry; the identity, background, and preferences of any current, former, or prospective clients, suppliers, vendors, referral sources, and business affiliates; pricing and financial information; current and prospective client, supplier, or vendor lists and leads;

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proposals with prospective clients, suppliers, vendors, or business affiliates; contracts with clients, suppliers, vendors, or business affiliates; marketing plans; brand standards guidelines; proprietary computer software and systems; marketing materials and information; information regarding corporate opportunities; operating and business plans and strategies; research and development; policies and manuals; personnel information of employees that is private and confidential; any information related to the compensation of employees, consultants, agents, or representatives of the Company Group; sales and financial reports and forecasts; any information concerning any product, technology, or procedure employed by the Company Group but not generally known to its current or prospective clients, suppliers, vendors, or competitors, or under development by or being tested by the Company Group; any inventions, innovations, or improvements covered by Section 9 hereof; and information concerning planned or pending acquisitions or divestitures. “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company Group by such third party, and that the Company Group has a duty or obligation to keep confidential. Notwithstanding any of the foregoing, the term Confidential Information shall not include information which (A) becomes available to the Executive from a source other than the Company Group or from third parties with whom the Company Group is not bound by a duty of confidentiality, or (B) becomes generally available or known in the industry other than as a result of its disclosure by the Executive.

(i)During the course of the Executive’s employment with the Company, the Executive agrees to use the Executive’s reasonable best efforts to maintain the confidentiality of the Confidential Information, including adopting and implementing all reasonable procedures prescribed by the Company Group to prevent unauthorized use of Confidential Information or disclosure of Confidential Information to any unauthorized person.

(ii)Other than as contemplated in Section 6(a)(iii) below, in the event that the Executive becomes legally obligated to disclose any Confidential Information to anyone other than to the Company Group, the Executive will provide the Company with prompt written notice thereof so that the Company may seek a protective order or other appropriate remedy and the Executive will cooperate with and assist the Company in securing such protective order or other remedy. In the event that such protective order is not obtained, or that the Company waives compliance with the provisions of this Section 6(a)(ii) to permit a particular disclosure, the Executive will furnish only that portion of the Confidential Information which the Executive is legally required to disclose.

(iii)Nothing in this Agreement or any other agreement with the Company containing confidentiality provisions shall be construed to prohibit the Executive from: filing a charge with, participating in any investigation or proceeding conducted by, or cooperating with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state, or local government agency charged with enforcement of any law, rule, or regulation (“Government Agencies”); reporting possible violations of any law, rule, or regulation to any Government Agencies; making other disclosures that are protected under whistleblower provisions of any law, rule, or regulation; or receiving an award for information provided to any Government Agencies. The Executive acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive further acknowledges that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use

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the trade secret information in the court proceeding, if the individual: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

(b)Restrictions On Use And Disclosure Of Confidential Information. At all times during the Executive’s employment with the Company and after the Executive’s employment with Company terminates, regardless of the reason for termination, the Executive agrees: (i) not to use or permit use of any Confidential Information on the Executive’s own behalf or on behalf of any person other than the Company Group, and (ii) not to discuss, disclose, transfer, or disseminate any Confidential Information in any manner with or to any person not authorized by the Company to receive such Confidential Information, except as necessary in the performance of the Executive’s duties for the Company Group and for the Company Group’s benefit.

(c)Return of Confidential Information and Property. Upon termination of the Executive’s employment with the Company, notwithstanding the reason or cause of termination, and at any other time upon written request by the Company, the Executive shall promptly return to the Company all originals, copies, or duplicates, in any form or format (whether paper, electronic, or other storage media), of the Confidential Information, as well as any and all equipment, and property of the Company Group (including, but not limited to, cell phones, credit cards, and laptop computers if they have been provided to the Executive). The Executive further agrees that after termination of the Executive’s employment with the Company, the Executive shall not retain any copies, notes, or abstracts in any form or format (whether paper, electronic, or other storage media) of the Confidential Information. Any Confidential Information retained in violation of this Agreement remains subject to the restrictions herein, and such restrictions shall survive any termination or expiration of this Agreement.

(d)Pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

7.Non-Competition; Non-Solicitation.

(a)Non-Competition. The Executive acknowledges the highly competitive nature of Company Group’s business and, in consideration of the Executive’s employment and continued employment with the Company, access to the Confidential Information, and the payment of the Base Salary and certain benefits by the Company to the Executive pursuant to the terms hereof (which the Executive acknowledges is sufficient to justify the restrictions contained herein), the Executive agrees that during the Executive’s employment with the Company and for a period of two (2) years from the date of termination of the Executive’s employment with the Company for any reason whatsoever (and whether upon notice of the Company or the Executive), the Executive will not engage, directly or indirectly, as a principal, officer, agent, employee, director, member, partner, stockholder (other than via investment in a mutual fund or exchange traded fund, or as the passive holder of less than 2% of the outstanding stock of a publicly-traded corporation), independent contractor, consultant, or advisor, whether with or without compensation or other remuneration, in the Restricted Business (as hereinafter defined) anywhere within the Restricted Area (as hereinafter defined), except on behalf of the Company

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Group or with the prior written consent of the Company. For purposes of this Agreement, the “Restricted Area” includes any country, state, province, county, or city in which the Company Group (i) conducts business as of the date of termination of the Executive’s employment with the Company or (ii) conducted business within the one-year period prior to the date of termination of the Executive’s employment with the Company. For purposes of this Agreement, “Restricted Business” shall mean the business of manufacturing or selling low THC/CBD cannabinoid products for medicinal or recreational purposes, or the business of providing any other products or services provided by the Company Group as of the date that the Executive’s employment terminates.

(b)Non-Solicitation of Employees, Consultants, and Independent Contractors. The Executive agrees that during the Executive’s employment and for a period of two (2) years from the date of termination of the Executive’s employment with the Company for any reason whatsoever (and whether upon notice of the Company or the Executive), the Executive shall not, directly or indirectly (in any capacity, on the Executive’s own behalf or on behalf of any other person or entity): (i) solicit, request, induce, or encourage any employees, consultants, vendors, suppliers or independent contractors of the Company Group to terminate their employment, to cease to be engaged by the Company Group, and/or to terminate or reduce their business relationship with the Company Group, or (ii) solicit, request, or attempt to recruit any employee, consultant or independent contractor of the Company Group to enter into employment or a consulting or independent contractor engagement with any other company.

(c)Reasonableness of Restrictive Covenants. The Executive agrees and acknowledges that to assure the Company that the Company Group will retain the value of its operations, it is necessary that the Executive abide by the restrictions set forth in this Agreement. The Executive further agrees that the promises made in this Agreement are reasonable and necessary for protection of the Company Group’s legitimate business interests including, but not limited to, protection of: the Confidential Information; client good will associated with the specific marketing and trade area in which the Company Group conducts its business; the Company Group’s substantial relationships with prospective and existing clients, suppliers, vendors, and referral sources; and a productive and competent and undisrupted workforce. The Executive agrees that the restrictive covenants in this Agreement will not prevent the Executive from earning a livelihood in the Executive’s chosen business, they do not impose an undue hardship on the Executive, and that they will not injure the public.

(d)Tolling of Restrictive Period. The time period during which the Executive is to refrain from the activities described in Section 7 of this Agreement will be extended by any length of time during which the Executive is in breach of Section 7 of this Agreement. The Executive acknowledges that the purposes and intended effects of the restrictive covenants would be frustrated by measuring the period of the restriction from the date of termination the Executive’s employment where the Executive failed to honor the restrictive covenant until required to do so by court order.

8.Non-Disparagement. The Executive agrees that at all times during and after the Employment Term, the Executive will not make any statements (orally or in writing, including, without limitation, whether in fiction or nonfiction) or take any actions which in any way disparage or defame the Company Group, any of the directors or officers of the Company Group, or the Company Group’s operations, financial condition, prospects, products, or services, or in any way, directly or indirectly, cause or encourage the making of such statements, or the taking of such actions by anyone else. Similarly, the Company agrees that at all times during and after the Employment Term it will not, and, for so long as they remain employed by or associated with the Company Group, any director or officer of the Company Group will not, make any statements (orally or in writing, including, without limitation, whether in fiction or nonfiction) or take any actions which in any way disparage or defame the Executive, or in any way, directly or

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indirectly, cause or encourage the making of such statements, or the taking of such actions by anyone else. However, nothing in this Agreement shall prohibit the Executive or any director or officer of the Company Group from: exercising protected rights under Section 7 of the National Labor Relations Act; filing a charge with, participating in any investigation or proceeding conducted by, or cooperating with any Government Agencies; testifying truthfully in any forum or before any Government Agencies; reporting possible violations of any law, rule, or regulation to any Government Agencies; or making other disclosures that are protected under whistleblower provisions of any law, rule, or regulation.

9.Intellectual Property.

(a)Work Product Owned By the Company. The Executive agrees that the Company or the applicable member of the Company Group (each individually the “Assigned Party”) is and will be the sole and exclusive owner of all ideas, inventions, discoveries, improvements, designs, plans, methods, works of authorship, deliverables, writings, brochures, manuals, know-how, methods of conducting business, policies, procedures, products, processes, software, or any enhancements, or documentation of or to the same, and any other work product in any form or media that the Executive made or makes, conceives, or reduces to practice, individually or jointly with others, in the course of performing the Executive’s duties for the Assigned Party during any past, current, and future employment with the Assigned Party, that is related or pertaining to or connected with the present or anticipated business, products, or services of the Assigned Party (collectively, “Work Products”).

(b)Intellectual Property. “Intellectual Property” means any and all (i) copyrights and other rights associated with works of authorship; (ii) trade secrets; (iii) patents, patent disclosures, and all rights in inventions (whether patentable or not); (iv) trademarks, trade names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith; (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in effect.

(c)Assignment. The Executive acknowledges the Executive’s work and services provided for the Assigned Party and all results and proceeds thereof, including, the Work Products, are works done under the Company Group’s direction and control and have been specially ordered or commissioned by the Company Group. To the extent the Work Products are copyrightable subject matter, they shall constitute “works made for hire” for the Company Group within the meaning of the Copyright Act of 1976, as amended, and shall be the exclusive property of the Assigned Party. Should any Work Product be held by a court of competent jurisdiction to not be a “work made for hire,” and for any other rights, the Executive hereby assigns and transfers to the Assigned Party, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Products, including but not limited to all Intellectual Property pertaining thereto, and in and to all works based upon, derived from, or incorporating such Work Products, and in and to all income, royalties, damages, claims, and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity, for past, present, or future infringement. The Executive hereby waives and further agrees not to assert the Executive’s rights known in various jurisdictions as moral rights and grants the Company Group the right to make changes, as the Company Group deems necessary, in the Work Products.

(d)License of Intellectual Property Not Assigned. Notwithstanding the above, should the Executive be deemed to own or have any Intellectual Property that is used, embodied, or reflected in the Work Products, the Executive hereby grants to the Company Group, its successors and assigns, the non-exclusive, irrevocable, perpetual, worldwide, fully-

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paid, and royalty-free license, with rights to sublicense through multiple levels of sublicenses, to use, reproduce, publish, create derivative works of, market, advertise, distribute, sell, publicly perform, and publicly display and otherwise exploit by all means now known or later developed the Work Products and Intellectual Property.

(e)Maintenance; Disclosure; Execution; Attorney-In-Fact. The Executive will, at the request and cost of the Assigned Party, sign, execute, make, and do all such deeds, documents, acts, and things as the Assigned Party and their duly authorized agents may reasonably require to apply for, obtain, and vest in the name of the Assigned Party alone (unless the Assigned Party otherwise directs) letters patent, copyrights, or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same. In the event the Assigned Party is unable, after reasonable effort, to secure the Executive’s signature on any letters patent, copyright, or other analogous protection relating to a Work Product, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive hereby irrevocably designates and appoints the Assigned Party and their duly authorized officers and agents as the Executive’s agent and attorney-in-fact (which designation and appointment shall be (i) deemed coupled with an interest and (ii) irrevocable, and shall survive the Executive’s death or incapacity), to act for and in the Executive’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright, or other analogous protection thereon with the same legal force and effect as if executed by the Executive.

(f)The Executive’s Representations Regarding Work Products. The Executive represents and warrants that, to the Executive’s knowledge, all Work Products that the Executive makes, conceives, or reduces to practice, individually or jointly with others, in the course of performing the Executive’s duties for Assigned Party under this Agreement are (i) original or an improvement of the Assigned Party’s prior Work Products and (ii) do not include, copy, use, or infringe any Intellectual Property rights of a third party.

10.Cooperation.

(a)    Disputes/Investigations. The Executive agrees that at all times during the Executive’s employment with the Company and at all times thereafter (including following the termination of the Executive’s employment for any reason), the Executive will cooperate with all reasonable requests by the Company Group for assistance in connection with any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, involving the Company Group that relates to events or occurrences that transpired while the Executive was employed by the Company, including by providing truthful testimony in person in any such action, suit, or proceeding, and by providing information and meeting and consulting with the Company or its representatives or counsel, or representatives of or counsel to the Company Group, at mutually convenient times and as reasonably requested; provided, however, that the foregoing shall not apply to any action, suit, or proceeding involving disputes between the Executive and the Company Group arising under this Agreement or any other agreement. The Company shall reimburse the Executive for any reasonable fees and reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 10, and such cooperation shall be at reasonable times and upon reasonable advance notice.

11.Indemnification. During and after the Employment Term, the Executive shall be entitled to all rights to indemnification available under the by-laws, certificate of incorporation and any director and officer insurance policies of the Company and any indemnification agreement entered into between the Executive and the Company or any member of the Company Group.

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12.Severability; Independent Covenants. If any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, the remaining provisions of this Agreement shall remain enforceable and the invalid, illegal, or unenforceable provisions shall be modified so as to be valid and enforceable and shall be enforced as modified. If, moreover, any part of this Agreement is for any reason held too excessively broad as to time, duration, geographic scope, activity, or subject, it is the intent of the Parties that this Agreement shall be judicially modified by limiting or reducing it so as to be enforceable to the extent compatible with the applicable law. The existence of any claim or cause of action of the Executive against the Company Group (or against any member, shareholder, director, officer, or employee thereof), whether arising out of the Agreement or otherwise, shall not constitute a defense to: (i) the enforcement by the Company Group of any of the restrictive covenants set forth in this Agreement; or (ii) the Company Group’s entitlement to any remedies hereunder. The Executive’s obligations under this Agreement are independent of any of the Company Group’s obligations to the Executive.

13.Remedies for Breach. The Executive acknowledges and agrees that it would be difficult to measure the damages to the Company Group from any breach or threatened breach by the Executive of this Agreement, including but not limited to Sections 6, 7, 9, and 10 hereof; that injury to the Company Group from any such breach would be irreparable; and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches or threatens to breach any of the promises contained in this Agreement, the Company Group shall, in addition to all other remedies it may have (including monetary remedies), be entitled to seek an injunction and/or equitable relief, on a temporary or permanent basis, to restrain any such breach or threatened breach without showing or proving any actual damage to the Company Group. Nothing herein shall be construed as a waiver of any right the Company Group may have or hereafter acquire to pursue any other remedies available to it for such breach or threatened breach, including recovery of damages from the Executive.

14.Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of any successor or assigns of Company by way of merger, consolidation or sale. The Executive may not assign this Agreement without the written consent of the Company. The Executive agrees that each member of the Company Group is an express third party beneficiary of this Agreement, and this Agreement, including the restrictive covenants and other obligations set forth in Sections 6, 7, 9, and 10 hereof, are for each such member’s benefit. The Executive expressly agrees and consents to the enforcement of this Agreement, including but not limited to the restrictive covenants and other obligations in Sections 6, 7, 9, and 10 hereof, by any member of the Company Group as well as by the Company Group’s future affiliates, successors, and/or assigns.

15.Attorneys’ Fees and Costs. In any action brought to enforce or otherwise interpret any provision of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing Party to the action or proceeding, including through settlement, judgment, and/or appeal.

16.Governing Law; Arbitration.

(a)Governing Law. This Agreement shall be governed by the laws of the State of Florida, without regard to its choice of law principles, except where federal law applies.

(b)Arbitration. The Parties agree that any dispute, controversy, or claim arising out of or related to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to final and binding arbitration administered by JAMS, Inc. (“JAMS”) in accordance with the Federal Arbitration Act and the JAMS Employment Arbitration Rules and

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Procedures (the “Rules”) then in effect, and conducted in Tallahassee, Florida by a single neutral arbitrator selected in accordance with the Rules. The Rules can be found at wwww.jamsadr.com/rules-employment-arbitration/. In arbitration, the Parties have the right to be represented by legal counsel; the arbitrator shall permit adequate discovery sufficient to allow the Parties to vindicate their claims and may not limit the Parties’ rights to reasonable discovery; the Parties shall have the right to subpoena witnesses, to compel their attendance at hearings, and to cross-examine witnesses; and the arbitrator’s decision shall be in writing and shall contain essential findings of fact and conclusions of law on which the award is based. The arbitrator shall have the power to resolve all disputes and award any type of legal or equitable relief, to the extent such relief is available under applicable law. Further, in any such arbitration proceeding, the prevailing Party shall be entitled to an award of that Party’s reasonable costs and attorney’s fees, unless otherwise prohibited by applicable law. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction in an action to confirm or enforce the arbitration award. Except as necessary to confirm or enforce an award, the Parties agree to keep all arbitration proceedings completely confidential. Notwithstanding the foregoing, either Party may seek preliminary injunctive and/or other equitable relief from a court of competent jurisdiction in support of claims to be prosecuted in arbitration. In the event a dispute, controversy, or claim arising out of or related to this Agreement is found to fall outside of the arbitration provision in this Section 16(b), the Parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts in Leon County, Florida for the resolution of such dispute, controversy, or claim.

17.Mutual Waiver of Jury Trial in Court Proceedings. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL BY JURY FOR ANY CAUSE OF ACTION, CLAIM, RIGHT, ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATION. EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.

18.Waiver. No waiver of any breach or other rights under this Agreement shall be deemed a waiver unless the acknowledgment of the waiver is in writing executed by the Party committing the waiver. No waiver shall be deemed to be a waiver of any subsequent breach or rights. All rights are cumulative under this Agreement. The failure or delay of the Company at any time or times to require performance of, or to exercise any of its powers, rights, or remedies with respect to any term or provision of this Agreement or any other aspect of the Executive’s conduct or employment in no manner (except as otherwise expressly provided herein) shall affect the Company’s right at a later time to enforce any such term or provision.

19.Survival. The Executive’s post-termination rights and obligations and the Company Group’s post-termination rights and obligations under Sections 4 through 26 of this Agreement shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company regardless of the reason for termination; shall continue in full force and effect in accordance with their terms; and shall continue to be binding on the Parties.

20.Independent Advice. The Executive acknowledges that the Company has provided the Executive with a reasonable opportunity to obtain independent legal advice with respect to this Agreement, and that either: (a) the Executive has had such independent legal advice prior to executing this Agreement; or (b) the Executive has willingly chosen not to obtain such advice and to execute this Agreement without having obtained such advice.

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21.Entire Agreement. This Agreement constitutes the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, arrangements, promises, and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises, and commitments are hereby canceled and terminated.

22.Amendment. This Agreement may not be amended, supplemented, or modified in whole or in part except by an instrument in writing signed by the Party or Parties against whom enforcement of such amendment, supplement, or modification is sought.

23.Notices. Any notice, request, or other document required or permitted to be given under this Agreement shall be in writing and shall be deemed given: (a) upon delivery, if delivered by hand; (b) three (3) days after the date of deposit in the mail, postage prepaid, if mailed by certified U.S. mail; or (c) on the next business day, if sent by prepaid overnight courier service. If not personally delivered by hand, notice shall be sent using the addresses set forth below or to such other address as either Party may designate by written notice to the other:

If to the Executive: at the Executive’s most recent address on file with the Company.

If to the Company, to:

Attn: Chief Legal Officer

Trulieve Cannabis Corp.

3494 Martin Hurst Rd.

Tallahassee, FL 32312

24.Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would

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be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

25.Code Section 280G. In the event that any payments, distributions, benefits, or entitlements of any type payable to Executive (the “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25.

26.Counterparts; Electronic Transmission; Headings. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, including an electronic copy or facsimile, but all of which taken together shall constitute one and the same instrument. The headings used herein are for ease of reference only and shall not define or limit the provisions hereof.

[Remainder of this page intentionally left blank; signatures follow.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

COMPANY

TRULIEVE CANNABIS CORP.

By:/s/ Kim Rivers                

Name: Kim Rivers

Title:    CEO

EXECUTIVE

/s/ Marie Zhang                

Marie Zhang

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EX-10.32

Exhibit 10.32

LOAN AGREEMENT

by and between

TRULIEVE CENTAURY WAY, LLC, as Borrower

and

FIRST FEDERAL BANK, as Lender

Dated: as of December ___, 2023

Active\1606212456.7

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) dated this ____ day of December 2023 and made effective as of December 22, 2023, by and between TRULIEVE CENTAURY WAY, LLC, a Florida limited liability company (“Borrower”), having a mailing address of 3494 Martin Hurst Road, Tallahassee, Florida 32312, and FIRST FEDERAL BANK, including any of its successors and assigns (“Lender”), having an office at 4705 US Highway 90, West, Lake City, Florida 32055.

Background

Borrower is the owner in fee simple of certain real property designated as Parcel Numbers: 23-1N-10-5707-003-000and 23-1N-10-5707-000-000on the tax maps of the City of Lee, Madison County, State of Florida and located at 5743 and 5817 N.E. State Road 6, Lee, Florida, (the “Real Property”) together with the commercial and agricultural grow buildings located thereon (the “Improvements”). The Real Property and the Improvements now or hereafter erected thereon, and all personal property owned by Borrower and encumbered by the Mortgage, together with all of the Borrower’s rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of the Mortgage, are sometimes collectively referred to herein as the “Mortgaged Property.” The Real Property is more fully described in Exhibit A attached to the Mortgage.

Borrower desires to borrow from Lender, subject to the terms and conditions set forth herein, the overall sum of TWENTY-FIVE MILLION & 00/100 DOLLARS($25,000,000.00) DOLLARS (the “Loan”) as (a) a cash-out refinance, and (b) finance costs incurred in connection with the closing of the transaction contemplated herein, and (c) finance other matters of Borrower (collectively, the “Loan Purposes”).

NOW THEREFORE, in consideration of the premises, and of the mutual promises and undertakings of the parties set forth herein, and with the intention of being legally bound hereby, the parties hereto agree as follows:

1.The Loan.

(a)Purpose and Amount. On the date hereof, Lender is lending to Borrower the sum of TWENTY-FIVE MILLION & 00/100 DOLLARS($25,000,000.00) DOLLARS for the Loan Purposes and Borrower shall pay to Lender, in addition to all sums due under the Loan Documents, an origination fee for making the Loan in the amount of Two Hundred Fifty Thousand & 00/100 Dollars ($250,000.00) and an administration fee of Two Hundred Forty-Nine & 00/100 Dollars ($249.00) both to be paid as of the date of this Agreement.

(b)Loan Documents; Security.

(i)Borrower's obligation to repay the Loan and any other sums loaned to Borrower by Lender hereunder is evidenced by that certain Promissory Note made by Borrower to Lender in the principal amount of TWENTY-FIVE MILLION & 00/100 DOLLARS($25,000,000.00) DOLLARS (the “Principal Sum”) (as the same may be amended, supplemented, restated, increased, extended, substituted or replaced from time to time, the “Note”) providing for the payment of principal (together with interest thereon at the rate set forth therein, in such installments, at such times, and according to such further terms as set forth in the Note.

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(ii)As security for the Note and all of Borrower's obligations thereunder and hereunder, Borrower shall execute and deliver to Lender, the following, together with this Agreement and the Note, collectively, and as from time to time may be amended, restated and / or extended, the “Loan Documents”:

(1)Mortgage and Security Agreement (the “Mortgage”) encumbering the Mortgaged Property, and all renewals and replacements thereof or additions thereto, all as more specifically described in the Mortgage.

(2)Absolute Assignment of Leases and Rents (the “Assignment of Leases and Rents”) assigning all of Borrower's right, title and interest in and to any and all present and future leases affecting the Mortgaged Property or any part thereof, all as more particularly set forth in the Assignment of Leases and Rents.

(3)Uniform Commercial Code financing statement (the “UCC”) delivered by Borrower in favor of Lender perfecting Lender's security interests granted pursuant to the Mortgage in all tangible and intangible Personal Property (as hereinafter defined) now owned or hereafter acquired by Borrower and located on or used in connection with the Mortgaged Property.

(4)A Guaranty and Suretyship Agreement (the “Guaranty”) executed by TRULIEVE, INC. (“Trulieve Tenant”) and TRULIEVE HOLDINGS, INC. (“Trulieve Holdings”) (each, a “Guarantor” and collectively, the “Guarantors”) in favor of Lender pursuant to which Guarantors guaranteethe Guaranteed Obligations (as such term is defined in the Guaranty), all as more particularly set forth in the Guaranty.

(5)A Guaranty of Lease Payments (the “Lease Guaranty”) executed by Trulieve Cannabis Corp. (“TCC”) or (“Parent Company”) in favor of Lender pursuant to which TCC guaranteesthe Lease Payments (as such term is defined in the Lease Guaranty), all as more particularly set forth in the Lease Guaranty.

(6)An Environmental Indemnity Agreement (“Environmental Indemnity”) executed by Borrower and Guarantors (collectively, the “Environmental Indemnitors”) for the benefit of Lender pursuant to which Environmental Indemnitors, jointly and severally, will indemnify, defend and hold Lender harmless from and against all costs, claims, liability or expense arising in connection with Environmental Laws, Regulated Substances, or Contamination as such terms are defined in the Environmental Indemnity.

(iii)As further support for the Loan, Borrower shall execute and deliver to Lender or cause to be executed and delivered to Lender, as the case may be, the following:

(1)Subordination, Non-Disturbance and Attornment Agreements on Lender’s standard form from the tenant(s) occupying the Mortgaged Property
where such leases do not have mortgagee subordination provisions acceptable to Lender, each executed by Borrower and the applicable tenant; and

(2)Tenant estoppel certificates (in a form required under such tenant’s lease, or if not so required, on Lender’s standard form) from all the commercial tenants occupying the Mortgaged Property executed by the applicable tenant.

(c)Increased Costs. If any existing or future law, regulation, or guideline or the interpretation thereof by any Governmental Authority, court or administrative agency

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charged with the administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) made by or from such Governmental Authority, imposes, modifies, deems applicable or results in the application of any capital maintenance, capital ratio or similar requirement against loan commitments made by Lender (or participations therein) in anticipation of the effectiveness of any capital maintenance, capital ratio or similar requirement takes reasonable action to enable itself to comply therewith, and the result thereof is to impose upon Lender or increase any capital requirement applicable as a result of the making or maintenance of the commitment or participations therein and are generally being imposed by Lender on similarly situated borrowers (as reasonably determined by Lender) then, within thirty (30) days of written demand by Lender together with a certificate setting forth the basis and amount of each request by Lender for compensation under this section, Borrower shall pay to Lender from time to time as specified by Lender additional commitment fees that shall be sufficient to compensate Lender for such impositions of or increase in capital requirements, together with interest on each such amount from the date that is thirty (30) days after such written demand by Lender until payment in full thereof at the otherwise applicable rate hereunder. For the avoidance of doubt, Lender shall confirm to Borrower at the time it makes any claim under this Section 1(c) that the methods of determination and allocation used by it in determining the amount of Borrower’s payment are reasonably consistent with Lender’s treatment of customers similar to Borrower. For purposes of this Agreement the term “Governmental Authority” shall mean: any governmental court, board, agency, administrative agency, commission, office, authority, department, bureau or instrumentality of any nature whatsoever or any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

(d)Use of Term. The term “Obligor” as used in this Agreement shall mean individually and collectively, Borrower and any Guarantor.

2.Representations and Warranties

. Borrower hereby represents and warrants to Lender that as of the date hereof (and which representations and warranties shall continue and survive until the Loan has been paid in full):

(a)Formation; Existence; Composition.  Borrower is a limited liability company validly existing and in good standing in the State of Florida and has the power and authority to own and operate the Mortgaged Property in the State of Florida. Kimberly Rivers (“Rivers”) is a Manager of Borrower and Eric Powers (“Powers”) is a Manager of Borrower.  Guarantor, Trulieve Holdings, is a corporation validly existing and in good standing in the State of Delaware and has the power and authority to execute the Guaranty and is the sole member of the Borrower.Trulieve Holdings’ sole shareholder is Parent Company, which is a British Columbia, Canadian corporation.  Guarantor,Trulieve Tenant is a Florida corporation validly existing and in good standing in the State of Florida and has the power and authority to execute the Guaranty.  Trulieve Tenant’s sole shareholder is Parent Company.  True and correct copies of the Obligors’ respective Articles of Organization, Articles of Incorporation, Certificate of Incorporation, Operating Agreement, and By-Laws, as applicable, together with all amendments thereto (collectively “Organizational Documents”) and a current Good Standing Certificate issued by each Obligor’s state of formation, have been furnished to Lender and the same are in full force and effect as of the date of this Agreement. 

(b)Power and Authority; Authorization; Enforceability. Borrower has full power, authority and legal right to execute, deliver and comply with each of the Loan Documents to which it is a party and any other document or instrument relating to the Loan to be executed

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by Borrower. All actions of Borrower and other authorizations necessary or appropriate for the execution and delivery of and compliance with the Loan Documents and such other documents and instruments have been taken or obtained and the Loan Documents and such other documents and instruments constitute the respective valid and legally binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by applicable general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)Governmental Approval of Loan Documents. No consent, approval, or other authorization of or by Florida Governmental Authorityis required in connection with Borrower's execution and delivery of or compliance with any of the Loan Documents, or of any other document or instrument relating to the Loan executed by Borrower. To the best knowledge of the Borrower, no consent, approval or other authorization of or by a federal Governmental Authority that regulates, oversees or prosecutes the sale, growing or dispensing of cannabis is required in connection with the Borrower’s execution and delivery of or compliance with any of the Loan Documents or of any other document or instrument relating to the Loan executed by Borrower.

(d)Conflict; Breach. Borrower's execution and delivery of and compliance with the Loan Documents will not conflict with or result in a breach of any applicable law, judgment, order, writ, injunction, decree, rule, or regulation of any Governmental Authority, or of any provision of Borrower's Organizational Documents or of any agreement or other document or instrument to which Borrower is a party or by which Borrower or any of its property is bound, and such actions by Borrower will not result in the creation or imposition of any lien, charge or encumbrance upon any property of Borrower or of anyone other than Lender.

(e)Litigation. There is no action, suit or proceeding pending or, to the knowledge of Borrower, threatened in writing against or affecting Borrower or the Mortgaged Property before or by Governmental Authority that is not fully covered by insurance, or is reasonably likely to have a “material adverse change” (as such term is defined in Section 9 of this Agreement) on the transaction contemplated hereby.

(f)Compliance With Laws. The Mortgaged Property, and the use thereof, complies in all material respects with all applicable zoning, fire, electrical, safety, building and land use codes, Cannabis Growing Licenses, Florida Cannabis Laws, regulations and statutes, laws and regulations and if damaged the Mortgaged Property can be rebuilt without variance or special exception.

(g)Title to the Mortgaged Property. Borrower has, or simultaneously with the consummation of the Loan will have, good and insurable, and to the best knowledge of the Borrower, marketable fee simple title to the Mortgaged Property.The Mortgaged Property shall not be subject to any lien, charge, or encumbrance except the Permitted Encumbrances (defined in the Mortgage) and such liens that Borrower may have bonded or be contesting in accordance with the provisions of the Mortgage.

(h)Title to Personal Property. All personal property (“Personal Property”) with respect to which Borrower has granted to Lender a security interest pursuant to any of the Loan Documents is otherwise owned by Borrower and is free and clear of all liens, encumbrances, and security interests except for the Permitted Encumbrances. Personal Property shall be defined as (i) materials, (ii) all items of tangible and intangible personal property, and

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(iii) Equipment, Building Equipment and Intangibles (as each is defined in the Mortgage) now or hereafter owned by Borrower, wherever located, and either (i) to be incorporated into the Improvements, (ii) used in connection with the construction of the Improvements or (iii) to be used in connection with the operation of the Mortgaged Property.

(i)Bankruptcy; Insolvency.

1. Neither Borrower nor any other Obligor, as the case may be, has applied for or consented to the appointment of a receiver, trustee or liquidator of itself, himself or herself or any of its, his or her property, admitted in writing its, his or her inability to pay its, his or her debts as they mature, made a general assignment for the benefit of creditors, been adjudicated as bankrupt or insolvent or filed a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it, him or her in any proceeding under any such law, and no action has been taken by it, him or her for the purpose of effecting any of the foregoing. No order, judgment or decree has been entered by any court of competent jurisdiction approving a petition seeking reorganization of Borrower, any general partner of Borrower, or any other Obligor, or all or a substantial part of the assets of Borrower, or any other Obligor, or appointing a receiver, sequestrator, trustee or liquidator of it, him or her or any of its, his or her property.

2. Neither Borrower nor any other Obligor, as the case may be, has failed (A) to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations or (B) failed to remain solvent or pay its own liabilities (including, without limitation, salaries of its own employees) only from its own funds.

(j)No Default. Borrower is not in default in the payment or performance of any of its obligations or in the performance of any mortgage, indenture, lease, contract or other agreement or undertaking to which it is a party or by which it or any of its properties or assets may be bound, which default may materially affect its business, assets, liabilities, results of operations or financial condition. Borrower is not in default under any order, award or decree of any court, arbitrator, or Governmental Authority binding upon or affecting it or by which any of its properties or assets may be bound or affected, and no such order, award or decree, if any, materially and adversely affects the ability of Borrower to carry on its business as presently conducted or to perform its obligations under the Loan Documents.

(k)Tax Returns and Payments. All federal, state, and other tax returns of each Obligor required by law to be filed have been duly filed or extensions obtained, and all federal, state and other taxes, assessments and governmental charges or levies upon such Obligor or any of its properties, income, profits or assets which are due and payable have been paid.

(l)Financial Statements. All financial statements furnished to Lender are true, correct and complete in all material respects and reflect all material direct and contingent liabilities of every kind required to be provided for on a balance sheet prepared in accordance with generally accepted accounting principles (“GAAP”), and fairly represent the financial position and results of operations of TCC as of the last publicly published financial statements.

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(m)No Adverse Changes. Since the date of the most recent financial statements published by TCC, no “material adverse change” has occurred in the business, assets, liabilities, financial condition, results of operations or business prospects of Borrower, and no event has occurred or failed to occur which has had or is reasonably likely to have a material adverse effect on the business, assets, liabilities, financial condition, results of operations or business prospects of Borrower.

(n)Accuracy and Completeness of Information. All information, reports, statements and other papers and data furnished to Lender prepared by or for Borrower were, at the time the same were so furnished, complete and correct in all material respects. No document furnished or statement made to Lender by Borrower and to the best of Borrower’s knowledge, any Obligor, in connection with the negotiation, preparation or execution of the Loan Documents contains or will contain any untrue statement of fact or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. No fact is known to Borrower which has had, or may in the future have, a material adverse change upon any Obligor’s business, assets, liabilities, condition, financial or otherwise, or results of operations, that has not been set forth in the financial statements furnished to Lender or other reports or other papers or data otherwise disclosed in writing to Lender.

(o)Patriot Act, etc. Neither Rivers, Powers, any Obligor, any owner of a direct, nor to the best of Borrower’s knowledge, an indirect interest in Borrower or any other individual with significant responsibility managing the Borrower (i) is listed on any Government Lists (as defined below), (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC (as defined below) or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for, or convicted of, any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense (as defined below), or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity. The term “Government Lists” means (i) the Specially Designated Nationals and Blocked Persons Lists maintained by Office of Foreign Assets Control (“OFAC”), (ii) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC, or (iii) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other government authority or pursuant to any Executive Order of the President of the United States of America. The term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (i) the criminal laws against terrorism, (ii) the criminal laws against money laundering, (iii) the Bank Secrecy Act, as amended, (iv) the Money Laundering Control Act of 1986, as amended, or the (v) Patriot Act, as amended. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense.

3.Covenants

. Borrower covenants and agrees that, until the Loan has been paid in full:

(a)Compliance with Laws. The Real Property and the Improvements shall be operated and maintained in accordance with all applicable laws, rules and regulations relating thereto. Notwithstanding the foregoing, Lender and Borrower acknowledge that although certain State Cannabis Laws have legalized the cultivation, distribution, sale and possession of cannabis

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and related products (a) the nature and scope of Federal Cannabis Laws may result in circumstances where activities permitted under State Cannabis Laws may contravene Federal Cannabis Laws and (b) engagement in Restricted Cannabis Activities may contravene Federal Cannabis Laws. Accordingly for this Loan, each representation, covenant and other provision hereof relating to compliance with “applicable law” (or words of similar effect) will be subject to the following: engagement that is permitted under State Cannabis Laws but contravenes Federal Cannabis Laws, and in respect of which the applicable Governmental Authority have agreed, or are bound by applicable law to forego or have otherwise suspended prosecution and enforcement of such Federal Cannabis Laws, will not, in of itself, be deemed non-compliance with applicable laws, provided however that engagement in any Restricted Cannabis Activity, as determined by Lender in its sole discretion, will be deemed to be non-compliance with applicable law and any change in Cannabis Laws that results in the Borrower’s business activities becoming a Restricted Cannabis Activity will be deemed to be non-compliance with applicable law.

(b)Commercial Leases. Except for that certain Lease of even date herewith between Borrower, as landlord, and Trulieve Tenant, as tenant (the “Trulieve Lease”), which is hereby approved by Lender, subject to the below provisos, the Borrower shall not enter into any lease or similar agreement for space in the Mortgaged Property to a single tenant that is over 5,000 square feet (the “Lease Threshold”), without obtaining Lender's prior written approval of all of the terms and conditions thereof, which approval shall not be unreasonably conditioned, withheld or delayed, provided however, that multiple leases or combination of leases which are to a tenant or its affiliates which are below the Lease Threshold but in the aggregate exceed the Lease Threshold shall still be subject to Lender approval. Once approved or deemed approved, the Borrower shall not materially amend or modify or cancel the Trulieve Lease or any other lease or similar agreement that exceeds the Lease Threshold except as specifically provided for therein without obtaining Lender's prior written approval, which approval shall not be unreasonably conditioned, withheld or delayed. Lender shall have the right from time to time to require the Borrower to provide tenant estoppel certificates (in a form required under such tenant’s lease, or if not so required, on Lender’s standard form) from the tenants occupying the Mortgaged Property. The Lease will, at all times during the term of the Loan, maintain a 1.25x DSCR. Lender acknowledges that (i) the Trulieve Lease is not a Capital Lease as such term is defined in this Agreement and (ii) the Trulieve Lease does not have to be negotiated on an arm’s length basis between unaffiliated third parties provided that the lease terms have a reasonable relationship with comparable leases in Madison County, Florida.

(c)Additional Financing. Borrower shall not incur any additional indebtedness on its Personal Property or the Real Property (except trade payables and equipment financing) whether or not secured by any lien or security interest on the Mortgaged Property or any other property encumbered in favor of Lender to secure the Loan without obtaining Lender’s prior written consent thereto.

(d)Status of Title to Mortgaged Property. Except for Permitted Transfers (defined in Section 3(k) of this Agreement), leases pursuant to Section 3(b) above, or the sale of the Mortgaged Property and the corresponding and simultaneous payment by the Borrower to the Lender of the Aggregate Debt, and all other monetary sums owed by Borrower to Lender under the Loan Documents all as determined by the Lender, the Borrower shall not transfer ownership (whether legal or equitable) of the Mortgaged Property or any part thereof, directly or indirectly, voluntarily or involuntarily, without the prior written approval of Lender, which may be granted or withheld in Lender’s sole, non-reviewable discretion. Without the prior written consent of Lender, the Borrower shall not create or permit to exist any lien, encumbrance or security interest in favor of any third party with respect to the Mortgaged Property or any property, whether or not a fixture, installed thereon or stored thereat unless such lien is bonded or discharged pursuant

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to Section 3(jj) and the Borrower shall keep all such property free from any such lien or security interest other than those created in favor of Lender pursuant to the Loan Documents and liens for Taxes (as such term is defined in the Mortgage) not yet due and payable and Permitted Encumbrances. In general, the Borrower shall keep the title to the Mortgaged Property good, marketable and insurable and free of any matter which would prevent any title insurance company from certifying the lien of any mortgage to be executed in favor of another lender or other mortgagee in substitution for or in payment of the Loan, as other than a good and valid first lien upon the Mortgaged Property.

(e)Environmental Matters. Borrowerwill not, and will not permit any tenant or other occupant of the Mortgaged Property to, store, use, generate, treat or dispose of any Regulated Substances or Contamination (each term being defined in the Environmental Indemnity Agreement) on the Mortgaged Property in violation of any applicable federal, state or local laws or regulations. Borrower shall notify Lender in writing, within five (5) days of Borrower’s notice of any of the following: any pending or threatened (in writing) claim, demand or action by any Governmental Authority or third party relating to any Regulated Substances or Contamination affecting the Mortgaged Property of which Borrower has actual knowledge or the discovery of any Regulated Substances or Contamination at the Mortgaged Property or on any real property adjoining or in the vicinity of the Mortgaged Property.

(f)Financial Information. During the term of the Loan, the Borrower shall:

(i)Deliver or cause to be delivered to the Lender no later than one hundred twenty (120) days from the close of each fiscal year of TCC during the term hereunder, each in form and substance reasonably acceptable to the Lender:

(1)the annual financial statements of TCC as of the end of and for such calendar year in form substantially similar to those previously delivered by Borrower to Lender, and which shall include TCC’s balance sheet and statements of cash flow for such preceding calendar year just ended. All such financial statements shall be prepared in accordance with GAAP by an authorized officer of TCC who shall certify same as presenting accurately in all material respects the financial condition of TCC, provided however, that this documentary delivery requirement shall be waived so long as TCC publicly reports its annual financial results on form 10K or such other Canadian equivalent.

(ii)In the event that TCC fails to publicly report its financial statements, the failure by Borrower to provide, or cause to be provided by TCC, the financial information in the time periods required, may, in Lender’s sole, non-reviewable discretion, result in an increase in the rate of interest under the Note by one percentage point (one hundred basis points) per annum for the period during which the financial information remains outstanding. Any such rate increase shall be in addition to all other remedies available to Lender under this Agreement and the Note.

(a)Additional Financial Information. Borrower shall furnish to Lender such additional financial statements and reports, asset verification, and other information as Lender may reasonably request from time to time.

(b)Financial Covenants.

(i)DSCR: Beginning with the six-month period ending June 30, 2024, TCC shall maintain a minimum Debt Service Coverage Ratio (as defined more fully below, “DSCR”)

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of 2.0x (the “DSCR Threshold”) measured semi-annually on a rolling twelve-month basis on June 30 and December 31 of each year (each, a “Testing Period”). 

(ii)EBITDA: During the term of the Loan, the Maximum Funded Debt of TCC to Consolidated EBITDA shall not exceed 3.50x, which calculation shall be measured quarterly as set forth below.

(iii)Quarterly Certificate:

(1)The Borrower shall deliver quarterly to Lender, by the earlier to occur of (i) five (5) Business Days after TCC publishes its financials for the prior quarter or (ii) forty-five (45) days after prior quarter end, or with respect only to prior year ends, (60) days following the prior year end, a certificate (“Quarterly Certificate”) executed by an authorized officer of Borrower certifying that (a) there exists no event or circumstance that constitutes a default or Event of Default by Borrower under the Loan Documents; (b) Borrower has no knowledge and has not received any notice of any pending or threatened (in writing) events, actions or proceedings affecting the Cannabis Licenses or operations at the Mortgaged Property, which, as to the operations at the Mortgaged Property, is not fully covered by insurance and (c) TCC’s calculation of its EBITDA for the prior quarter. The Borrower shall also deliver with the Quarterly Certificate that certain TCC Competitor List required in Section 11(d) of this Agreement. The first Quarterly Certificate shall be delivered by the Borrower to Lender on the date that is earlier of (i) five (5) Business Days after TCC publishes its financials for the quarter ending December 31, 2023, or (ii) forty-five (45) days after December 31, 2023.

(iv)Liquidity: Borrower and its Affiliates shall maintain a minimum Liquidity of $25,000,000 as measured semi-annually on June 30 and December 31 of each year, the first such test commencing on June 30, 2024.

(v)For purposes of this Agreement, the following definitions shall be applicable:

    “Amortization” shall mean the payments of principal by the Borrower during the term of the loan based on a 240-month (20) year time frame. The Lender. shall calculate the Amortization to be paid by the Borrower.

    “Cash” shall mean the legal tender of the United States of America.

    “Cash Equivalents” shall mean (a) obligations. or securities issued or directly and fully guaranteed or insured by the United States of America or any agency thereof; (b) certificates of deposit, time deposits and bankers' acceptances, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b); and (d) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above.

    “CPLTD” shall mean the current portion of long-term debt.

    “Capital Lease” shall mean a lease agreement of business equipment or property. The lesser agrees to transfer the ownership rights to the lessee once the lease period is completed. A Capital Lease is a long-term lease obligation.

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    “Capital Expenditures” are funds used by a company to acquire, upgrade and maintain physical assets such as property, plants, factories, buildings and technology.

    “Consolidated EBITDA” shall mean for any period with respect to TCC and its Affiliates on a consolidated basis, the sum of (a) the consolidated Net Income of TCC (or loss) of TCC for such period (excluding extraordinary gains and losses), plus (b) the following items solely to the extent such items are deducted from the calculation of Net Income of TCC for such period: (i) all Interest Expense of TCC for such period, plus (ii) all charges against income for such period for federal, state, foreign, franchise and local taxes, plus (iii) Depreciation expenses of TCC and its Affiliates for such period, plus (iv) Amortization expenses for such period, plus (v) one time transaction costs, fees and expenses paid in cash in connection with the execution and delivery of this Agreement including all fees paid to Lender, plus (vi) fees and expenses incurred in connection with any amendments or waivers of any of the Loan Documents, plus (vii) Extraordinary non-recurring expenses of TCC and its Affiliates. Consolidated EBITDA shall be calculated by TCC and subject to verification and final determination by Lender based on Lender’s usual method of calculation for similar projects, which determination shall be final absent manifest error.

    “Depreciation” which is a non-cash charge, shall mean a reduction in the value of an asset with the passage of time, due in particular to wear and tear, and shall be calculated in accordance with GAAP.

    “DSCR” means, for each Testing Period, the quotient obtained by dividing (a) the sum of Net Income of TCC, Depreciation and Amortization of TCC and the Interest Expense of TCC, plus, to the extent determined by the Lender in its sole discretion, other non-cash expenses and Extraordinary non-recurring expenses of TCC by (b) (i) CPLTD not including balloon maturities for the Testing Period, (ii) the current portion of Capital Leases plus (iii) Interest Expense of TCC.

    “Extraordinary non-recuring expenses” shall mean expenses which are unusual or infrequent gains or losses in a company's financial statements that are unlikely to recur and shall be determined by Lender in its sole discretion.

“Gross Revenue of Borrower” shall mean all revenue of Borrower from whatever source, but excluding taxes on receipts required to be accounted for by Borrower to any Governmental Authority, nonrecurring revenues as determined by Lender, refunds and uncollectible accounts, proceeds of casualty insurance, Awards (other than business interruption or other loss of income insurance related to business interruption or loss of income for the period in question) of Borrower and any disbursements to Borrower of any funds established by the Loan Documents. Gross Revenue of Borrower shall be computed in accordance with GAAP and shall be calculated by Borrower or TCC and subject to verification and final determination by Lender based on Lender’s usual method of calculation for similar projects, which determination shall be final absent manifest error.  For the avoidance of doubt, “Gross Revenue of Borrower” shall include all rental income and payments received from Trulieve Tenant, TCC or any other entities. 

.

    “Gross Revenue of TCC” shall mean all revenue of TCC from whatever source, but excluding taxes on receipts required to be accounted for by TCC to any Governmental Authority, non-recurring revenues as determined by Lender, refunds and uncollectible accounts, proceeds of casualty insurance, Awards (other than business interruption or other loss of income insurance related to business interruption or loss of income for the period in question) and any

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disbursements to Borrower of any funds established by the Loan Documents. Gross Revenue shall be computed in accordance with GAAP and shall be calculated by TCC and subject to verification and final determination by Lender based on Lender’s usual method of calculation for similar projects, which determination shall be final absent manifest error.

“Interest Expense of Borrower” shall mean all interest payable by Borrower (including interest owed to institutional lenders and as a result of private placements). 

    “Interest Expense of TCC” shall mean all interest payable by TCC and its Subsidiaries (including interest owed to institutional lenders and as a result of private placements).

    “Liquidity” shall mean unrestricted and unencumbered Cash and Cash Equivalents acceptable to Lender.

    “Maximum Funded Debt” shall mean, as to TCC and its Subsidiaries, all debt owed to institutional lenders and as a result of private placement.

    “Net Income of Borrower” shall mean Gross Revenue of Borrower less Operating Expenses of Borrower.

“Net Income of TCC” shall mean Gross Revenue of TCC less Operating Expenses of TCC. 

    “Net Worth” shall mean the excess of total assets over total liabilities, each determined in accordance with GAAP provided that depreciation and amortization of equipment and goodwill shall not be deducted from total assets.

    “Non-cash expenses” shall mean business expenses (including but not limited to write downs or accounting entries) that do not require the expenditure of cash and do not affect cash flow including depreciation, depletion (allocation of the costs of natural resources (such as minerals, oils, and timber) being extracted from the land), Amortization, and deferred charges (those certain long-term prepaid expenses that are carried as an asset on a balance sheet until used/consumed).

    “Operating Expenses of Borrower” shall mean all costs and expenses of Borrower, including, without limitation, utilities, repairs and maintenance, insurance premiums, taxes, ground rent, impositions, advertising expenses, professional fees, payroll and related taxes, equipment lease payments but excluding actual Capital Expenditures, Depreciation, Amortization and other similar Non-cash expenses of Borrower; provided, however, such costs and expenses shall be subject to adjustment by Lender to normalize such costs and expenses. Operating Expenses of Borrower shall be calculated by Borrower or TCC and subject to verification and final determination by Lender based on Lender’s usual method of calculation for similar projects, which determination shall be final absent manifest error.

“Operating Expenses of TCC” shall mean all costs and expenses of TCC and its Affiliates, including, without limitation, utilities, repairs and maintenance, insurance premiums, taxes, ground rent, impositions,  advertising expenses, professional fees, payroll and related taxes, equipment lease payments but excluding actual Capital Expenditures, Depreciation, Amortization and other similar Noncash expenses of TCC and its Affiliates; provided, however, such costs and expenses shall be subject to adjustment by Lender to normalize such costs and expenses. Operating Expenses of TCC shall be calculated by TCC and subject to verification and

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final determination by Lender based on Lender’s usual method of calculation for similar projects, which determination shall be final absent manifest error. 

(c)Maintenance of Existence. Borrower shall maintain its existence as a Florida limited liability company. Borrower shall not amend its Organizational Documents except for ministerial changes to the Organizational Document that do not affect the ownership structure or membership of Borrower or change its fiscal year, without in each case obtaining the prior written approval of Lender, which approval shall not be unreasonably withheld, delayed or conditioned.

(d)Single Purpose, Bankruptcy Remote Entity. Borrower has not and shall not:

(i)engage in any business or activity other than the purchase, ownership, development, construction, leasing, growing, licensing and/or sale of the Mortgaged Property and any activities incidental thereto;

(ii)acquire or own any assets other than (A) the Mortgaged Property, and (B) such incidental Personal Property as may be necessary for the ownership of the Mortgaged Property;

(iii)merge into or consolidate with any person or entity, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;

(iv)fail to observe all organizational formalities or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the applicable legal requirements of the jurisdiction of its organization or formation, or amend, modify, terminate or fail to comply with the provisions of its organizational documents;

(v)form or own any subsidiary or make any investment in any person or entity;

(vi)commingle its assets with the assets of any other person or entity;

(vii)incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation) other than (A) the Loan and/or (B) trade and operational indebtedness incurred in the ordinary course of business with trade creditors on commercial reasonable terms and conditions;

(viii)assume or guaranty the debts of any other person or entity, hold itself out to be responsible for the debts of any other person or entity, pledge its assets for the benefit of any other person or entity, hold out its credit as being available to satisfy the obligations of any other person or entity, or acquire obligations or securities of any other person or entity; or

(ix)fail to remain in good standing under the laws of the State of Florida.

(e)No Transfer of Equity Interest.

        (i)    Borrower shall maintain: (x) Rivers as a Manager, President and Chief Executive Officer and Powers as a Manager, Corporate Secretary and Treasurer of Borrower, provided, however, that Borrower shall have the right to replace Rivers or Powers as a result of

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either’s death or incapacity or leaving the employment of TCC or Borrower provided that in such event Borrower shall be required to replace Rivers or Powers with a manager or officer of similar experience in running a multinational Cannabis company, (y) Trulieve Holdings as the sole member of Borrower and (z) TCC as the sole shareholder of Trulieve Holdings, subject to the provisions in Section 3(k)(iii) below. No direct equity ownership in Borrower will be transferred, pledged or encumbered without the prior written consent of Lender, which may be granted or withheld in Lender’s non-reviewable discretion. Notwithstanding the foregoing, and provided there then exists no Event of Default or state of facts which with the giving of notice or passage of time, or both, would become an Event of Default, the following shall be permitted so long as the Permitted Transfer Conditions (defined below) are satisfied (the “Permitted Transfers”):

(A)    transfers of direct ownership interests in Borrower between individuals and/or legal entities or trusts owning equity interests in Borrower as of the date of this Agreement;

(B)    transfers of direct ownership interests in Borrower by devise or descent or by operation of law upon the death or disability of the transferor; and/or

(C)    transfers of ownership interests in Borrower to the owner’s immediate family members (i.e., spouse, child, parent, sibling or grandchild of such owner) or a trust established for the benefit of such immediate family member.

(ii)    The following items (A), B), (C) and (D) are each a “Permitted Transfer Condition” and collectively, the “Permitted Transfer Conditions”:

(A)     Lender may establish a threshold level of percentage ownership interest of existing owners of direct interest in Borrower to which all direct owners of Borrower shall adhere;

(B)    the management of TCC, Borrower, Trulieve Holdings., and/or Trulieve Tenant shall not be changed except as provided in Section (k)(A)(x) above; and

        (C)    no owner of a direct interest in Borrower (w) is listed on any Government Lists, (x) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (y) has been previously indicted for, or convicted of, any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (z) is currently under investigation by any Governmental Authority for alleged criminal activity.

        (D)    Borrower shall provide Lender with written notice and details of any Permitted Transfer of Borrower’s direct membership interests within fifteen (15) Business Days (as defined in the Note) prior to the transfer becoming effective under the Loan Documents (or as soon as reasonably practical following the death or disability of the transferor) so Lender can confirm compliance with the Permitted Transfer Conditions and the other applicable conditions in this sub-paragraph. If Borrower does not provide Lender with such written notice and details of the Permitted Transfer, or satisfy the other applicable conditions in this sub-paragraph, the proposed Permitted Transfer shall constitute an Event of Default.

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(iii)    Notwithstanding anything in Sections 3(k)(i) or (ii) or anything else herein or in the Loan Documents to the contrary, provided that Section 3(k)(ii)(B) of the Permitted Transfer Conditions is satisfied, no Lender consent shall be required, and nothing shall prevent (A) TCC or the holders of its securities from (directly or indirectly) offering, issuing, selling, transferring, pledging, encumbering any securities (including without limitation, any securities convertible or exchangeable for shares or other securities of TCC) or assets of TCC, including, without limitation, pursuant to any compensation plan or contract or by or in connection with any reorganization, amalgamation, consolidation or merger, restructuring or recapitalization of TCC or (B) any direct or indirect transfers of membership interests, stock, shares or equity interest in Trulieve Holdings and/or Trulieve Tenant. For purposes of this Agreement, the Transfers in the foregoing clauses (A) and (B) of this Section 3(k)(iii) shall constitute “Permitted Transfers,” but the Permitted Transfer Conditions shall not apply except for Section 3(k)(ii)(B).

(f)Principal Office. Borrower shall maintain its principal office and/or the office where it keeps its books and records at 3494 Martin Hurst Road, Tallahassee, Florida 32312 unless it gives Lender prior written notice of any proposed change in location thereof.

(g)Books and Records. Obligors shall keep complete and accurate books and records in accordance with GAAP consistently applied. Borrower shall furnish to Lender all such written information relating to its business operations as may be requested by Lender from time to time.

(h)Audit. Lender shall have the right at any time and from time to time during normal business hours upon forty-eight (48) hours’ notice to audit the books and records of Borrower and Borrower shall be obligated to make available for any such audit all books, records and other information that Lender may reasonably request for such purpose and to cooperate fully with Lender in connection therewith. Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default or as a result of requirements by the Lender’s regulators, Lender shall have the right to audit at any time during normal business hours.

(i)Changed Circumstances. Borrower shall promptly notify Lender of any change in any fact or circumstance represented or warranted by Borrower herein and in any other documents furnished to Lender in connection with this Agreement.

(j)Additional Appraisals. If at any time Lender reasonably determines that the value of the Mortgaged Property may have materially diminished since the date of this Agreement or there is a Default or an Event of Default, then Lender shall have the right to obtain an updated appraisal in form and substance satisfactory to Lender. Unless there is any existing Event of Default in which case Borrower must pay for all appraisals, Borrower shall only be required to pay for any such appraisal obtained once every three (3) years during the term of the Loan.

(k)Bank Accounts and Deposit Relationship.

(i)Bank Accounts. Borrower covenants and agrees to establish a commercial checking account with the Lender (the “Operating Account”) prior to or simultaneously with the execution and delivery of this Agreement and to maintain such account until the payment in full of the Loan. All loan payments shall be paid through the Operating Account.

(ii)The Operating Account shall be non-interest-bearing account of the type customarily maintained by Lender or its servicing Lender for similar purposes, which accounts

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may not bear the highest rate of interest then available in the market. All interest earned shall be added to the balance in such accounts. Borrower assumes all risk of loss with respect to amount on deposit in such accounts, other than loss resulting solely from the willful misconduct or gross negligence of Lender as finally determined by a court of competent jurisdiction. If an Event of Default shall occur, Lender may, without notice or demand on Borrower, at its option: (i) withdraw any or all of the funds then remaining in the Operating Account and apply the same to the Loan, after deducting all actual costs of safekeeping, collection and delivery, in such manner as Lender shall deem appropriate in its sole discretion, and the excess, if any, shall be paid to Borrower, or (ii) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code or available at law or in equity. No such use of the funds contained in the Operating Account shall be deemed to cure any Event of Default under any of the Loan Documents.

(iii)Borrower, Obligors and/or their Affiliates agree to maintain their primary Florida banking relationship for its dispensaries with Lender during the term of the Loan.

(iv)Deposit Relationship. On the date herewith, Borrower, Obligors and/or their Affiliates shall establish one or more accounts with Lender, which accounts may be comprised of existing accounts, which shall have an aggregate minimum deposit amount of $10,000,000. The accounts may be comprised of any of Lender’s bank products. The Borrower, Obligors and their Affiliates shall maintain a minimum deposit amount of $10,000,000 at Lender during the Loan term. Lender shall periodically verify that the deposit minimums are being maintained and notify Borrower of any deposit minimum shortfall, which shall then be cured by a cash deposit by Borrower, Obligors and/or their Affiliates of the shortfall amount within thirty (30) days of such notice (the “Deposit Shortfall Notice”).

(l)Property Management. The Mortgaged Property is currently and shall be self-managed by Borrower and there are no management agreements, written or oral, for the Mortgaged Property. Borrower (i) shall manage the Mortgaged Property in a professional and competent manner; (ii) shall not transfer the responsibility for management of the Mortgaged Property to any other person or entity without the prior written consent of Lender, in its reasonable discretion; and (iii) shall give Lender written notice of any notice or information that Borrower receives which indicates that Borrower is changing its management of the Mortgaged Property. In the event Borrower elects to no longer self-manage the Mortgaged Property, and, instead elects to retain a professional management company to manage the Mortgaged Property (“Property Manager”) or, once a Property Manager is appointed, to replace a Property Manager, Borrowershall provide Lender with: (a) at least thirty (30) days prior written notice, which notice shall include a copy of the proposed property management agreement and which management agreement shall be subject to Lender’s approval in its reasonable discretion; and (b) Borrower and Property Manager shall execute an assignment of management agreement and subordination of management fees agreement on Lender’s then current form.

(m)Further Documentation. At any time, and from time to time, upon Lender's written request and at Borrower’s sole expense, Borrower will promptly and duly execute and deliver such further documents and instruments and do such further acts and things as Lender may reasonably request in order to obtain the full benefits of this Agreement and the Loan Documents, and the rights and powers herein and therein granted, including the filing of any financing or continuation statements and amendments thereto to correct any missing information required by such Loan Documents (so long as same, excepting any correction to obtain the full benefits of this Agreement as aforesaid, do not increase the liability or obligations, or decrease the rights of Borrower as set forth in the Loan Documents). Borrower hereby

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authorizes Lender to file any financing or continuation statement and amendment thereto to the extent permitted by applicable law.

(n)Performance by Lender of Borrower’s Obligations. If Borrower fails to perform or comply with any of its agreements contained herein following written demand therefor by Lender, as provided for by the terms of this Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Lender incurred in connection with such performance or compliance (together with interest thereon at the Default Rate (as defined in the Note)) shall be payable by Borrower to Lender on demand and shall constitute obligations secured hereby.

(o)Mortgage. In addition to the covenants set forth above, the covenants set forth in the Mortgage are hereby incorporated in this Agreement by reference as if set forth herein in their entirety.

(p)Maintenance of Mortgaged Property. Borrower will maintain or cause to be maintained the Mortgaged Property in good condition and repair, provided Borrower shall make all necessary repairs, replacements, additions, betterments and improvements to the Mortgaged Property so that the business carried on at the Real Property and Improvements may be properly conducted at all times.

(q)Accounting Methods. Borrower shall maintain or cause to be maintained a system of accounting established and administered in accordance with GAAP, keep adequate records and books of account in which complete entries will be made in accordance with GAAP, make provision in their accounts in accordance with GAAP for reserves for depreciation, obsolescence and amortization and all other proper reserves and accruals which in accordance with GAAP should be established.

(r)Information Covenants. Borrower will furnish, or cause to be furnished, as the case may be, the following information to Lender (which shall be in such form and in such detail as shall be satisfactory to the Lender) immediately upon notice thereof:

(i)the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or before any arbitrator against or in any other way relating adversely to Borroweror the Mortgaged Property in excess of $100,000 against which Borrower is not adequately insured or in excess of $250,000 whether or not Borrower is so insured;

(ii)any written notice received from any Governmental Authority relating to any order, ruling, statute or other law or information which would materially and adversely affect the operations of the Mortgaged Property or the financial condition of Borrower;

(iii)any written notice regarding any violation that is reasonably likely to result in the non-renewal, termination or suspension of Trulieve Tenant Cannabis License, any Cannabis License granted to Borrower or the State Cannabis Law, as hereinafter defined;

(iv)any amendment of the Borrower’s Organizational Documents except ministerial changes that that do not affect the ownership structure or membership of Borrower or change its fiscal year;

(v)any “material adverse change” with respect to the Mortgaged Property or its value or the financial condition, business prospects or results of operations of Borrower;

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(vi)any Event of Default hereunder or any event of default under any other material agreement to which Borrower or any other Obligor is a party or by which any of their respective properties may be bound;

(vii)any default or breach by Borrower under (i) any Cannabis or material contract or (ii) any early termination of any material contract or the receipt by Borrower of any written notice from the other party to any material contract of such party’s intent to terminate such material contract early;

(viii)any written communications to or from a Governmental Authority which regulates cannabis, including but not limited to the Internal Revenue Service, the Environmental Protection Agency, or the Florida Department of Health which pertains specifically to (a) the growing, selling or dispensing of cannabis, (b) notice of enforcement proceedings, complaints, violations of laws, State Cannabis Laws and/or (c) matters of similar import addressed to Borrower and reasonably relating to a violation, suspension, enforcement proceeding against, non-renewal or cancellation of the Cannabis License of Borrower or Trulieve Tenant in Florida;

(ix)any written reports, notices, or writings received from any Governmental Authority relating to suspension, enforcement proceedings against, non-renewal, cancellation or violations of law at or of the cannabis operation at the Mortgaged Property, provided, however, that Borrower shall not be required to deliver to Lender notices, reports or writings received from any Governmental Authority setting forth immaterial or ministerial violations of Florida law or Florida regulations of or relating to the cannabis operation at the Mortgaged Property which are cured or corrected by or on behalf of Borrower within the time period set by the applicable Government Authority;

(x)any written notices received by Borrower and/or any material written notices received by TCC, or their Affiliates from any Governmental Authority relating to the commission of any Restricted Cannabis Activities by Borrower; and

(xi)any pending or threatened (in writing) litigation, action, proceeding or other controversy against or involving Borrower or Trulieve Tenant which is reasonably likely to adversely or negatively affect the validity, legality or enforceability of any Cannabis License granted to Borrower or Trulieve Tenant in Florida or State Cannabis Law in Florida.

(g)Insurance. Borrower will maintain or will cause to be maintained with financially sound and reputable insurance companies, all insurance policies in accordance with Section 4 of the Mortgage. Borrower shall give the Lender prompt notice of any and all insurance claims made by Borrower with respect to the Collateral (hereinafter defined).

(h)Sale of Assets; Merger. Borrower shall not: (i) sell, convey, transfer or assign its interest in the Mortgaged Property unless the Loan and all of the Aggregate Debt due under the Note and all other monetary sums owed by Borrower to Lender under the Loan Documents all as determined by Lender shall be paid from the proceeds of such transaction; or (ii) consolidate with or merge into any corporation or other organization or permit any corporation or other organization to merge into it.

(i)Guarantees. Borrower shall not, without Lender’s prior written consent, guaranty, endorse, become surety for, or otherwise in any way become or be responsible for the obligations of any other Person.

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(j)Transactions with Affiliates. Except for the Trulieve Lease, Borrower shall not enter into any transaction with any Affiliate of Borrower or any Guarantor on terms which are less favorable to Borrower than if such transaction were a bona-fide arms-length transaction between unaffiliated parties.

(k)Accuracy and Completeness of Information. Borrower covenants that all information, reports, statements, and other papers and data furnished to Lender pursuant to any provision or term of this Agreement or any of the Loan Documents shall be, at the time the same is so furnished, complete and correct in all material respects.

(l)Business Purpose of Loan. Borrower will use the proceeds of the Loan solely for the purpose of carrying on a business or commercial enterprise and not for personal, family, or household purposes.

(m)Sale of Licenses. Borrower and Trulieve Tenant shall not transfer, lease, or sell any Cannabis License in either of their names in Florida without Lender consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(n)Renewal of Licenses. Borrower and Trulieve Tenant shall be required to renew any Cannabis Licenses granted to either of them in Florida, including, but not limited to its cultivation and processing licenses, when renewal is required under Florida law and shall deliver copies of such written renewals to Lender within fifteen (15) Business Days of the renewal date of such Cannabis License.

(o)Property Use. Borrower shall not lease any portion of the Real Property or the Improvements to, or permit the use of any portion of the Real Property or the Improvements, by any business or entity (including, without limitation, Borrower) engaged in any activity on or at the Real Property or the Improvements that violates any applicable federal, state or local law, even if such activity is legal under other applicable federal law or other state or local law applicable where the business is or will be located. If any portion of the Mortgaged Property is used for any activity in violation of the foregoing or leased to entity in violation of the foregoing, then it shall be an Event of Default under this Agreement if such use or lease was with the consent of the Borrower, or if such use or lease was not with the consent of the Borrower, it shall constitute an Event of Default under this Agreement if Borrower does not diligently pursue the discontinuance of such use or termination of such lease. The foregoing provisions of this Section 3(gg) shall not be construed to prevent Borrower from operating cannabis related business activities under the authority of one or more Cannabis Licenses in Compliance with State Cannabis Laws or to lease the Real Property and the Improvements to Trulieve Tenant.

(p)Restricted Cannabis Activities. Borrower shall not engage in any Restricted Cannabis Activities.

(q)Inspection. Lender, and/or its employees shall have the right, at any time from time to time during normal business hours on forty-eight (48) hours’ notice to perform site inspections on the Mortgaged Property to verify that the physical plant, equipment, cannabis operation and fixtures at the Mortgaged Property are being maintained in good working order and replaced or repaired where necessary. In the event that Lender determines, in its discretion, that the physical plant, equipment, cannabis operation and fixtures are not being adequately maintained in a satisfactory manner, then Lender shall notify Borrower to effectuate the necessary repairs or replacements within thirty (30) days of Lender’s notice, provided however that in the Borrower is unable to make such repairs in such thirty (30) day period, but is acting in good faith and with due diligence, then Lender shall extend the time period to make such repairs

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for an additional ninety (90) days (a total of 120 days). In the event that Borrower is still unable to effectuate the repairs in such additional time period, then Borrower may request in writing a further extension from Lender, which shall have the option of granting such request and providing an additional extension in its reasonable discretion.

(r)Mechanic Liens. The Borrower covenants and agrees to discharge (by bond or otherwise) any mechanic’s lien or claim therefor filed against the Mortgaged Property for $25,000 or more within forty-five (45) days after notice that a mechanic’s lien or such claim has been filed; and to discharge (by bond or otherwise) any mechanic’s lien or claim therefor filed against the Mortgaged Property for less than $25,000 within sixty (60) days after notice that a mechanic’s lien or such claim has been filed.

(s)Automatic Charge. All aggregate payments due under the Loan and payable on each Payment Date (as such term is defined in the Note) shall be made by automatic debit from an account maintained by Borrower with Lender for such purpose in which account the Borrower shall maintain a balance sufficient to pay the aggregate monthly payment due to Lender on each Payment Date under the Notes. In the event that the money maintained in such account is insufficient for any payment due under the Notes, Lender shall notify Borrower in writing to make a cash deposit, in an amount determined by Lender, prior to the next Payment Date.

4.Maximum Rate of Interest on Loan

. Notwithstanding anything to the contrary contained herein or in any other document the effective rate of interest shall not exceed the maximum rate of interest permitted by applicable law or regulation, or highest rate permitted by the applicable usury law (the “Maximum Rate”). Lender hereby agrees not to collect knowingly any interest from Borrower in the form of fees or otherwise which will render the Loan usurious. In the event that such interest would be usurious in Lender's opinion, Lender reserves the right to reduce the interest payable by Borrower. This provision shall survive the closing and repayment of the Loan.

5.Limitation of Lender’s and Lender's Liability

. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding anything to the contrary contained in this Agreement or in any of the other Loan Documents, or any conduct or course of conduct by Borrower or Lender or their respective Affiliates, or employees, neither this Agreement nor any such Loan Documents shall be construed as creating any rights, claims or causes of action against Lender in favor of any Person other than Borrower.

6.Indemnity

. Borrower, for itself and all those claiming under or through it, agrees to protect, indemnify, defend and hold Lender, and its respective directors, officers and employees harmless, from and against any and all liability, expense, or damage of any kind or nature and from any suits, claims or demands, including reasonable legal fees and expenses, arising out of this Agreement or in connection therewith, including, without limitation, claims for brokerage and finder's fees in connection with the Loan, but excluding any liabilities, expenses, or damages arising primarily from the gross negligence or willful misconduct of Lender. This obligation specifically shall survive the repayment of the Loan.

7.Default.

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(a)Events of Default. The occurrence of any one or more of the following events, beyond the expiration of any applicable notice and cure period specifically set forth herein, shall constitute an Event of Default hereunder:

(i)Borrower shall fail to repay the Loan in full at maturity (whether on the Maturity Date (as defined in the Note) or by acceleration or otherwise) or to make any other payment of principal and/or interest, as applicable, due to Lender under the Note or under any of the other Loan Documents within ten (10) days after the date when such payment shall become due and payable,

(ii)Borrower shall fail to make or cause to be made any payment for real estate taxes or insurance premiums when such payment is due and payable; provided, however, that in the event that Lender is holding an Escrow for any of the foregoing and fails to make payment to the taxing authority or insurance company when such payment is due, such failure shall not be an Event of Default hereunder, provided however, that if Borrower has failed fund the full amount of any required Escrow to Lender as provided under the Mortgage, then such failure shall remain an Event of Default;

(iii)Except as may be otherwise specifically permitted herein or in any other Loan Document, Borrower enters into an agreement relating to the management or operation of the Mortgaged Property or otherwise fails to comply with sub-paragraph 3(r) Property Management

(iv)Borrowershall fail to observe or perform any of the covenants or agreements on its part to be observed and performed under sub-paragraph 3(h) Financial Covenants, provided that with respect to Borrower’s delivery of the Quarterly Certificate, it shall be an Event of Default in the event that Borrower fails to deliver the Quarterly Certificate within ten (10 days of Lender’s notice that it has not been received by Lender.

(v)Borrower shall fail to observe or perform the covenants under sub-paragraph 3(y) Insurance of this Agreement, provided, however, that with respect to the renewal by Borrower of its Wind Insurance (as such term is defined in the Mortgage), Lender shall provide Borrower with a Wind Insurance Extension of sixty (60) days to renew its Wind Insurance and deliver proof of such renewal to Lender as specifically provided in Section 4 of the Mortgage,

(vi)Unless otherwise specifically provided for in this sub-paragraph 7(a), Borrowershall fail to observe or perform any of the covenants or agreements on its part to be observed and performed under this Agreement or under any of the other Loan Documents within the time period for compliance specified therein, or if no such time period is specified, within thirty (30) days after written notice from Lender of such non-compliance; provided, however, that if such non-compliance cannot with due diligence and good faith be cured in such period, if Borrower shall in good faith within such thirty (30) day period commence the curing of such non-compliance and pursue the curing of such non-compliance continually and diligently, such thirty (30) day period shall be extended for so long as may be reasonably necessary to cure such non-compliance, not to exceed, however, an additional ninety (90) days (i.e., one hundred and twenty (120) days in the aggregate). For avoidance of doubt, this section 7(a)(vi) is not applicable to any failure to renew Wind Insurance, as Borrower’s sole extension of time to cure the failure to delivery Wind Insurance is the Wind Insurance Extension set forth in Section 4 of the Mortgage and in Section 7(a)(v) above.

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(vii)Any representation or warranty under any Loan Document shall be untrue in any material respect when made;

(viii)Any Event of Default shall occur under the terms of any Loan Document or under any document evidencing or securing any other loan or credit facility from Lender or Lender to Borrower after the expiration of any applicable notice and cure period set forth in such document evidencing such loan or credit facility;

(ix)There shall be a “material adverse change” in violation of Section 9 of this Agreement, as reasonably determined by Lender;

(x)Borrower or any other Obligor shall apply for or consent to the appointment of a receiver, trustee or liquidator of itself, himself or herself or any of its, his or her property, admit in writing its, his or her inability to pay its, his or her debts as they mature, make a general assignment for the benefit of creditors, be adjudicated bankrupt or insolvent, or file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it, him or her in any proceeding under any such law, or if action shall be taken by Borrower or any other Obligor for the purpose of effecting any of the foregoing;

(xi)Any order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition seeking reorganization of Borrower or any other Obligor or of all or a substantial part of the assets of Borrower] or any other Obligor, or appointing a receiver, sequestrator, trustee or liquidator of Borrower or any other Obligor or any of their property, and such order, judgment, or decree shall not be dismissed within sixty (60) days;

(xii)The Mortgaged Property shall be materially injured or destroyed by fire or other casualty for which the cost of restoration is not fully insured or, if fully insured, Borrower has either (a) failed to deposit or cause to be deposited with Lender an amount, which when added to the insurance proceeds made available by Lender, is necessary to complete the restoration or (b) failed to pay all amounts, in addition to the insurance proceeds made available by Lender, is necessary to complete such restoration;

(xiii)Except as may be otherwise specifically permitted herein or in any other Loan Document, any change in the ownership of the Mortgaged Property or the equity ownership of an Obligor;

(xiv)Failure to discharge (by bond or otherwise) any mechanic’s or any other lien filed against the Mortgaged Property within the time periods set forth in Section 3(jj) of this Agreement.

(xv)TCC and/or its Affiliates/Subsidiaries shall have any of their Cannabis Licenses revoked, suspended or not renewed and such Cannabis License is not reinstated, or renewed within ten (10) Business Days of the date of such revocation, suspension or non-renewal;

(xvi)TCC or its Affiliates/Subsidiaries sell, encumber or transfer any of their Cannabis Licenses without Lender consent;

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(xvii)TCC, Borrower and their Affiliates/ Subsidiaries fail to renew the Cannabis Licenses including any licenses related to cultivation and processing;

(xviii)Trulieve Holdings and/or Trulieve Tenant violate Section 7(a)(ix) of this Agreement, cease operations as an ongoing entity or are unable to pay their debts unless Lender has been provided with a replacement obligor within sixty (60) days of such violation (“Replacement Obligor”) that (a) has substantially the same Liquidity and Net Worth as the original Obligor as determined by Lender, (b) is otherwise acceptable under Lender’s then current underwriting criteria, and (c) executes the Guaranty and Environmental Indemnity in substantially the same form as executed by Obligors, within such time period.

(b)Acceleration. Upon the occurrence of any Event of Default hereunder, in addition to any other rights or remedies available to it hereunder or under any other Loan Document or at law or in equity granted in any of the Loan Documents, Lender may declare the outstanding Principal Sum of the Loan, together with all accrued and unpaid interest thereon and all other sums due hereunder or under any of the other Loan Documents, to be immediately due and payable in full.

(c)Remedies Cumulative, etc.

(i)No right or remedy conferred upon or reserved to Lender or Lender under any of the Loan Documents, or with respect to any guaranty of payment of the Loan or of performance of any of Borrower's obligations under any of the Loan Documents or any collateral securing the payment of the Loan under any of the Loan Documents (such guaranty and such collateral, collectively, the "Collateral"), now or hereafter existing at law or in equity or by statute or other legislative enactment, is intended to be or shall be deemed exclusive of any other such right or remedy, and each and every such right or remedy shall be cumulative and concurrent, and shall be in addition to every other such right or remedy, and may be pursued singly, concurrently, successively or otherwise, at the sole, non-reviewable discretion of Lender, and shall not be exhausted by any one exercise thereof but may be exercised as often as occasion therefore shall occur. No act of Lender shall be deemed or construed as an election to proceed under any one such right or remedy to the exclusion of any other such right or remedy; furthermore, each such right or remedy of Lender shall be separate, distinct and cumulative and none shall be given effect to the exclusion of any other. The failure to exercise or delay in exercising any such right or remedy, or the failure to insist upon strict performance of any term of any of the Loan Documents, shall not be construed as a waiver or release of the same, or of any Event of Default thereunder, or of any obligation or liability of Borrower thereunder. Nothing herein, however, shall be construed to prevent Lender from waiving any condition, obligation or default it should so elect. In the event of such election by Lender, any waiver, in order to be effective, must be in writing and signed by Lender, and any such waiver shall be strictly limited in its effect to the condition, obligation or default specified therein and shall not extend to any subsequent condition, obligation or default or impair any right of Lender with respect thereto.

(ii)The recovery of any judgment by Lender or Lender and/or the levy of execution under any judgment shall not affect in any manner or to any extent, liens or other security interests in any Collateral, or any rights, remedies or powers of Lender under any of the Loan Documents or with respect to any Collateral, but such liens and security interests, and such rights, remedies and powers of Lender shall continue unimpaired as before. Further, the entry of any judgment by Lender shall not affect in any way the interest rate payable on any amounts due to Lender under any of the Loan Documents. Interest shall continue to accrue on such amounts at

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the Default Rate until the unpaid balance of the Principal Sum, interest and any charges shall have been paid in full.

(iii)Except as to notices that are specifically provided for herein or in any of the other Loan Documents, Borrower hereby waives presentment, demand, notice of nonpayment, protest, notice of protest, or other notice of dishonor, and any and all other notices in connection with any default in the payment of, or any enforcement of the payment of, the Loan. To the extent permitted by law, Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect.

(iv)Borrower agrees that Lender may release, compromise, forbear with respect to, waive, suspend, extend or renew any of the terms of the Loan Documents (and Borrower hereby waives any notice of any of the foregoing), and that the Loan Documents may be amended, supplemented or modified by Lender and the other signatory parties and that Lender may resort to any Collateral in such order and manner as it may think fit, or accept the assignment, substitution, exchange, pledge, or release of all or any portion of any Collateral, for such consideration, or none, as it may require, without in any way affecting the validity of any liens over or other security interest in the remainder of any such Collateral (or the priority thereof or the position of any subordinate holder of any lien or other security interest with respect thereto); and any action taken by Lender pursuant to the foregoing shall in no way be construed as a waiver or release of any right or remedy of Lender, or of any Event of Default, or of any liability or obligation of Borrower, under any of the Loan Documents.

(d)Default Rate. After the occurrence and during the continuance of an Event of Default or after the Maturity Date, whether or not the Lender has elected to accelerate the Debt evidenced by the Note, the Loan shall bear interest, determined on a daily basis, payable on demand, at the greater of the following rates (i) the rate set forth in Section 1(a) of the Note for the Loan plus five percentage points (500 basis points) per annum; or (ii) the Lender’s Prime Rate plus five percentage points (500 basis points) (the “Default Rate”), but in no event more than the Maximum Rate in respect of Borrower, until the unpaid balance of the Principal Sum, interest and any charges shall have been paid in full. Borrower acknowledges that (i) the Default Rate is a material inducement to the Lender to make the Loan; (ii) the Lender would not have made the Loan in the absence of the agreement of Borrower to pay the Default Rate; (iii) the Default Rate represents compensation for increased risk to the Lender that the Loan will not be repaid; and (iv) the Default Rate is not a penalty and represents a reasonable estimate of (a) the cost to the Lender in allocating its resources (both personnel and financial) to the ongoing review, monitoring, administration and collection of the Loan, and (b) compensation to the Lender for losses that are difficult to ascertain. Unless otherwise agreed to by the Lender, the Default Rate shall (a) be applied retroactive to the date of the first occurrence of the Event of Default, (b) be computed on the basis of a 360-day year and (c) survive entry of a judgment relating to the Loan. The Lender’s Prime Rate is not necessarily the lowest rate or best rate of interest charged by Lender for commercial or other types of loans made by Lender and shall be subject to increase or decrease in such Lender’s Prime Rate effective as of the day any such change occurs. The Lender’s determination of the Lender’s Prime Rate shall be conclusive and final.

(e)Setoff, Etc. Borrower hereby grants to Lender a lien, security interest and a right of setoff as security for all liabilities and obligations to Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Lender, Lender or any entity under the control of Lender, or in transit to any of them. At any time after an Event of Default, without demand or notice, Lender may set off the same or any part thereof and apply the same to any

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liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE LENDER OR LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS, COLLATERAL OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Lender shall not be required to marshal any present or future security for, or guarantees of, the obligations or to resort to any such security or guarantee in any particular order and Borrower waives, to the fullest extent that it lawfully can, (i) any right it might have to require Lender to pursue any particular remedy before proceeding against Borrower and (ii) any right to the benefit of, or to direct the application of the proceeds of any Collateral until the obligations are paid in full.

(f)Costs and Expenses. Following the occurrence of any Event of Default hereunder, Borrower shall pay to Lender, within ten (10) Business Days of written demand by Lender, all reasonable costs and expenses (including all reasonable amounts paid to attorneys, accountants, real estate brokers, appraisers, and other advisors employed by Lender and to any contractors for labor and materials), actually incurred by Lender in the exercise of any of its rights, remedies or powers under any of the Loan Documents, as a secured or unsecured creditor, as the case may be, of Borrower, or any other Obligor, or with respect to any Collateral, and any amount thereof not paid within such ten (10) Business Day period together with interest thereon at the Default Rate from the date of such demand, shall become part of the Loan and shall be secured by the Mortgages and all other Collateral. In connection with and as part of the foregoing, in the event that any of the Loan Documents are placed in the hands of an attorney for the collection of any sum payable thereunder, Borrower agrees to pay reasonable attorneys' fees for the collection of the amount being claimed under such Loan Document, as well as all costs, disbursements, and allowances provided by law, the payment of which sums shall be secured by the Mortgages and all other Collateral. Nothing in this paragraph 7(f) shall limit the obligation of Borrower to pay any and all actual costs and expenses for which Borrower is otherwise liable under any of the Loan Documents.

(g)Lender's Appointment as Attorney-in-Fact.

(i)Borrower hereby irrevocably constitutes and appoints Lender and any officer thereof, with full power of substitution, as their true and lawful attorney-in-fact following an Event of Default with full irrevocable power and authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Lender's discretion for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives Lender the power and right, on behalf of Borrower, upon written notice to, but without the assent by Borrower, to do the following:

(1)to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under or in connection with any Collateral and, in the name of Borrower or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such monies due under any Collateral whenever payable; and

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(2)(1) to direct any party liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to Lender or as Lender shall direct; (2) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as may be designated by Lender; (3) to receive payment of and receipt for any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (4) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (5) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (6) to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (7) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; (8) Intentionally Omitted; and (9) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option and Borrower’s expense, at any time or from time to time, all acts and things which Lender deems necessary to protect, preserve or realize upon the Collateral and Lender's security interest therein, in order to effect the intent of this Agreement.

(ii)Borrower hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest.

(iii)The powers conferred on Lender hereunder are solely to protect the interests of Lender in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers or employees shall be responsible to Borrower for any act or failure to act.

8.Further Assurances; Corrections

. Borrower shall, within five (5) Business Days of Lender’s request, execute any documents, provide any lien or other searches, and do anything that Lender determines to be reasonably necessary to establish, perfect, assure, or maintain the existence and priorities of, Lender’s liens against the Mortgaged Property, the reasonable costs of so doing to be paid by Borrower. In case of the occurrence of any errors in the execution of the Loan Documents, Borrower authorizes Lender to make all necessary corrections in order to cause the Loan Documents to conform to the terms and conditions agreed to by Borrower and Lender.

9.Material Adverse Change

. The term “material adverse change” used in this Loan Agreement or in any other Loan Document means any set of circumstances or events which:

(a)has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of the Loan Documents,

(b)is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, results of operations or prospects of Borrower taken as whole, unless the Borrower is in compliance, as determined by the Lender, with the Financial Covenants in Section 3(h),

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(c)impairs materially or could reasonably be expected to impair materially the ability of Borrower taken as a whole to duly and punctually pay or perform its obligations, or

(d)impairs materially or could be reasonably expected to impair materially the ability of Lender to enforce its legal remedies under applicable law pursuant to the Loan Documents.

(e)results in any business activity conducted by Borrower being a Restricted Cannabis Activity.

10.Intentionally Removed.

11.Miscellaneous.

(a)Time of the Essence. All dates and times for the performance of Borrower's obligations set forth herein shall be deemed to be of the essence of this Agreement.

(b)Complete Agreement; Modification of Agreement. The Loan Documents constitute the complete agreement between the parties with respect to the subject matter thereof and may not be modified, altered or amended except as set forth in this paragraph 11(b). Any letter of interest, commitment letter, and/or fee letter between any Obligor and Lender predating this Agreement and relating to a financing of substantially similar form, purpose or effect shall be superseded by this Agreement. No amendment, modification, termination or waiver of any provision of this Agreement or the Note, or any consent to any departure by any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Lender.

(c)Severability. In the event that for any reason one or more of the provisions of this Agreement or their application to any person or circumstance shall be held to be invalid, illegal or unenforceable in any respect or to any extent, such provisions shall nevertheless remain valid, legal and enforceable in all other respects and to such extent as may be permissible. In addition, any such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(d)Successors and Assigns; etc. This Agreement inures to the benefit of and binds the parties hereto and their respective successors and assigns, and the words "Borrower", “Obligors”, and "Lender" whenever occurring herein shall be deemed to include such respective successors and assigns. However, except as specifically provided in Sections 3(b, 3(k) ) and the a sale of the Mortgaged Property and the corresponding and simultaneous payment by the Borrower to the Lender of the Aggregate Debt, all amounts due under the Note and all other monetary sums owed by Borrower to Lender under the Loan Documents all as determined by the Lender, Borrower shall not voluntarily, or by operation of law, assign or transfer any interest which it may have under this Agreement or convey the Mortgaged Property, or any part thereof, without the prior written approval of Lender. Lender may assign or otherwise transfer the Loan and any or all of the Loan Documents to any other person, and such other person shall thereupon become vested with all of the benefits in respect thereof granted to Lender herein or otherwise without the consent of or notice to Borrower. Notwithstanding anything to the contrary herein, Lender shall have the right to sell participations in the Loan or assign the Loan in its entirety to any other persons or entities without the consent of or notice to Borrower, provided that Lender shall not sell participations or assign the Loan to (i) persons or entities, excluding however, any lenders and non-institutional lenders (ii) who are involved in the sale, growth, processing or

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dispensing of cannabis products, (iii) are competitors of TCC, and (iv) named in a list of TCC competitors that Borrower shall provide to Lender on a quarterly basis as an attachment to the Quarterly Certificate (“TCC Competitor List”), provided however, that Lender shall have right, in its sole discretion, to sell to a TCC Competitor after the occurrence and during the continuance of an Event of Default for (a) the failure to deliver Wind Insurance pursuant to Section 7(a)(v), (b) comply with the Financial Covenants pursuant to Section 7(a)(iv) or (c) any monetary Event of Default.Borrower hereby consents that, without notice to Borrower, Lender may disclose to any prospective purchaser of any securities issued or to be issued by Lender, and any prospective or actual purchaser or transferee of any participation or other interest (whether in whole or in part) in the Loan or any other loans made by Lender to Borrower, any financial or other information, data or material (including, without limitation, any tax returns) in Lender’s possession relating to Borrower, Guarantors, indemnitors or the Loan. Notwithstanding these foregoing provisions, Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release Lender’s obligations hereunder or under any other Loan Document.

(e)Notices. Any notice, demand, or request hereunder shall be in writing and shall be deemed to have been sufficiently given for all purposes when personally presented, or sent by any nationally recognized overnight courier to such party at its address set forth below or sent by certified or registered mail, return receipt requested, to such party at its address set forth below:

Borrower:            TRULIEVE CENTAURY WAY, LLC

                3494 Martin Hurst Road

                 Tallahassee, Florida 32312

                 Attention: Eric Powers

with a copy to            DLA Piper (Canada) LLP

Borrower’s attorney:        Suite 6000, 1 Canadian Place

                PO Box 367, 100 King St W

                Toronto, Ontario

                M5X 1E2

                Canada

                Attention: Derek Sigel, Esq.

Lender:            FIRST FEDERAL BANK

                4705 US Highway 90, West

                Lake City, Florida 32055

                Attention: Robert Turbeville, Chief Lending Officer
                

with a copy to             

Lender’s attorney:        Quintairos, Prieto, Wood & Boyer, P.A.

                4190 Belfort Road, Suite 150

                Jacksonville, Florida 32216

                Attention: Michael J. Barker, Esq.

Such notice shall be deemed to be given when received if delivered personally, on the next business day if sent by an overnight commercial courier or two days after the date mailed if sent by certified or registered mail. Any notice of any change in such address shall also be given

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in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived in writing by the party entitled to receive such notice.

(f)Definitions: Number and Gender. In the event Borrower consists of more than one individual or entity, the obligations and liabilities hereunder of each of them shall be joint and several and the word “Borrower” shall mean all or some or any of them.

(i) For purposes of this Agreement, the singular shall be deemed to include the plural and the neuter shall be deemed to include the masculine and feminine, as the context may require.

(ii) The words “Loan Agreement”, “Mortgage “, “Note”, and “Loan Document” shall include any supplements to or any amendments of or restatements of this Agreement, the Mortgage, the Note, and any of the other Loan Documents.

(iii) “Affiliate” as used in the Loan Documents shall mean, as to any Person, any other Person that (a) directly or indirectly, owns more than twenty percent (20%) of such Person, (b) is in Control of, is Controlled by or is under common ownership or Control with such Person or (c) is a director or officer of such Person or of an Affiliate of such Person.

(iv)The words “Aggregate Debt” as used in this Agreement and in Mortgage means the indebtedness evidenced by the Note secured by the Mortgage and any of the other Loan Documents, including all principal and interest together with all other indebtedness and costs and expenses for which the Borrower is responsible under the Note, or under any of the other Loan Documents. Specifically, without limitation, the indebtedness and obligations of the Borrower shall also include all assessments, losses, fees and costs of any kind or nature incurred by Lender which arise, directly or indirectly, as a result of Borrower’s prepayment of the principal amount of the Note, in whole or in part, whether voluntary or involuntary.

(v)“Cannabis License” means any permit, approval, authorization, license, registration, variance or permission from any Governmental Authority (including without limitation, the Florida Department of Health, Office of Medical Marijuana Use), that authorizes the holder of recipient thereof to cultivate, manufacture, process, transport, distribute, dispense or otherwise market and sell cannabis in compliance with State Cannabis Laws.

(vi)“Change in Cannabis Law” shall mean any change in applicable law, including Federal Cannabis Law and State Cannabis Law: (a) that would make it unlawful for Lender to (i) perform any of its obligations hereunder or under any other Loan Document of (ii) to fund or maintain the Loan, (b) pursuant to which any Governmental Authority has enjoined Lender from (i) performing any of its obligations hereunder or under any other Loan Document, or (ii) funding or maintaining the Loan, or (c) that would result in any business activity conducted by Borrower being a Restricted Cannabis Activity.

(vii)“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C.§ 1 et seq.), as amended from time to time, and any successor statute.

(viii) “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the day-to-day management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

(ix) Intentionally Removed.

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(x)“Federal Cannabis Law” means any federal laws of the United States treating cannabis and related products as illegal or as controlled substances.

(xi)“Governmental Authority” means any court, board, agency, commission, office, authority, department, bureau or instrumentality of any nature whatsoever or any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

(xii)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

(xiii)“Restricted Cannabis Activities” means, in connection with the cultivation, distribution, sale and/or possession of cannabis and related products: (a) any activity that is not permitted under applicable State Cannabis Laws; (b) notwithstanding compliance with applicable State Cannabis Laws, any activity which a Governmental Authority asserts is unlawful under Federal Cannabis Law and Borrower is enjoined by such Governmental Authority from conducting such activity; (c) the distribution and sale of cannabis and related products to minors that is not approved under a State Cannabis Law; (d) payments to criminal enterprises, gangs cartels and persons subject to economic or financial sanctions by the United States government; (f) diversion of cannabis and related products from states where it is legal under State Cannabis Laws to other States in the Under States where it is illegal, but only to the extent such diversion of cannabis and related products in prosecuted by a Governmental Authority; (g) use of activities permitted under State Cannabis Law as a cover or pretext for the trafficking of other controlled substances or illegal drugs or other illegal activity; (h) the commission, or making of threats, of violence and the use of firearms in violation of applicable law; (h) growing cannabis and related products on public lands, which are lands that are owned collectively by united states citizens and managed by Governmental Authorities and would include, but not be limited to, national and state parks, national forests, nature conservancy and national monuments (i) directly or indirectly, aiding, abetting or otherwise participating in a common enterprise with any person in any of the foregoing activities.

(xiv)“State Cannabis Law” means (a) any law enacted by any State of the United States which legalizes cannabis and related products in some form and which implements strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and/or possession of cannabis and related products, and (b) any regulation, ordinance, rule, order, policy, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority of such State under, pursuant to or in connection with such law.

(xv)“Subsidiary” shall mean, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (b) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of TCC, Trulieve Tenant and/or Trulieve Holdings and any predecessors of such Subsidiary or Subsidiaries

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(a)Conflicts Between Instruments. In the event of any conflict between the provisions of this Agreement and the provisions of any of the other Loan Documents, the provisions of this Agreement shall prevail.

(b)Captions. The captions or headings of the paragraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Agreement.

(c)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to principles applicable to conflicts of laws.

(d)Jurisdiction; Venue. Borrower hereby agrees to the jurisdiction of the state and federal courts located in the State of Florida for any and all issues arising either directly or indirectly in any action or proceeding between Borrower and Lender or their respective successors and assigns, out of or in any way connected with this Agreement.

(e)JURY TRIAL WAIVER. BORROWER, LENDER HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN BORROWER, LENDER OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN AGREEMENT. IT IS INTENDED THAT THIS WAIVER OF JURY TRIAL SHALL APPLY TO ANY AND ALL CLAIMS, DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING.

(f)Counterparts; Electronic Signatures. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signatures of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. A manually signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Lender is also entitled to rely on all ancillary and supporting documentation delivered by electronic transmission.

SIGNATURES TO FOLLOW ON NEXT PAGE

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IN WITNESS WHEREOF, Borrower, Lender have executed or caused this Agreement to be executed on the date first above written.

BORROWER:

                    TRULIEVE CENTAURY WAY, LLC

    By:/s/ Eric Powers____________                                Name: Eric Powers                                            Title: Chief Legal Officer and Corporate Secretary

STATE OF FLORIDA)

) ss.:

COUNTY OF DUVAL)

    The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☒ online notarization, this 21st day of December 2023, by Eric Powers, as Chief Legal Officer and Corporate Secretary of TRULIEVE CENTAURY WAY, LLC,a Florida limited liability company, on behalf of said limited liability company. He is ☐ personally known to me or ☐ provided a valid drivers’ license as identification.

/s/ Charles Wood    
Notary Public, State of Florida

My Commission Expires: March 11, 2024    
(NOTARY SEAL)

31

95606281

Loan Agreement

Active\1606212456.7

LENDER:

FIRST FEDERAL BANK

                    By:    /s/ Robert Turbeville_______________________
                        Name: Robert Turbeville ___________________
                        Title: EVP – Chief Lending Officer__________

32

95606281

Loan Agreement

Active\1606212456.7

EX-21.1

Exhibit 21.1

SUBSIDIARIESOF TRULIEVE CANNABIS CORP.

Entity:	Jurisdiction of Formation/Organization:
Trulieve AL, Inc.	Alabama
1633 S HWY 92, LLC	Arizona
9275 W. Peoria Ave., LLC	Arizona
938 Juanita, LLC	Arizona
Abedon Saiz, L.L.C.	Arizona
AD LLC	Arizona
AZ Sea Holdings, LLC	Arizona
Banyan Acquisition Corp.	Arizona
Banyan Cultivation Management, LLC	Arizona
Banyan Farms, LLC	Arizona
Banyan IP, LLC	Arizona
Banyan Management Holdings, LLC	Arizona
Banyan Management Services LLC	Arizona
Banyan Scientific, LLC	Arizona
BRLS Properties AZ - W Bell Road LLC	Arizona
BRLS Properties AZ-Apache Junction, LLC	Arizona
BRLS Properties AZ-Casa Grande, LLC	Arizona
BRLS Properties AZ-Flagstaff, LLC	Arizona
BRLS Properties AZ-Glendale, LLC	Arizona
BRLS Properties AZ-Litchfield, LLC	Arizona
BRLS Properties AZ-Mesa, LLC	Arizona
BRLS Properties AZ-Phoenix I, LLC	Arizona
BRLS Properties AZ-Phoenix II, LLC	Arizona
BRLS Properties AZ-Phoenix III, LLC	Arizona
BRLS Properties AZ-Tucson I, LLC	Arizona
BRLS Properties AZ-Tucson II, LLC	Arizona
BRLS Properties AZ-Tucson III, LLC	Arizona
BRLS Properties I LLC	Arizona
BRLS Properties Tenant AZ-Tatum, LLC	Arizona
BRLS Properties Tenant Maricopa, LLC	Arizona
Byers Dispensary, Inc.	Arizona
Cochise County Wellness, LLC	Arizona
Dream Steam LLC	Arizona
FAC, LLC	Arizona
Facilities Experts, LLC	Arizona
Formula 420 Cannabis LLC	Arizona
Fort Mountain Consulting, LLC	Arizona
Frozen Lake, LLC	Arizona

Graham County Wellness, LLC	Arizona
Green Desert Patient Center Of Peoria, Inc.	Arizona
Green Sky Patient Center Of Scottsdale North, Inc.	Arizona
Greenlee County Wellness, LLC	Arizona
Harvest Dispensaries, Cultivations & Production Facilities LLC	Arizona
Harvest Ip Holdings, LLC	Arizona
Harvest Mass Holding I, LLC	Arizona
Harvest RE Holdings Of AZ, LLC	Arizona
Harvesting Hope Inc.	Arizona
High Desert Healing, L.L.C.	Arizona
Jessco White Consulting LLC	Arizona
Kwerles, Inc.	Arizona
Leaf Holdings, LLC	Arizona
Magnolia Farms, LLC	Arizona
Medical Pain Relief, Inc.	Arizona
MMXVI Allocation, LLC	Arizona
Mohave Valley Consulting, LLC	Arizona
Nature Med, Inc.	Arizona
Pahana, Inc.	Arizona
Patient Care Center 301, Inc.	Arizona
Purple Harvest, LLC	Arizona
Purplemed, Inc.	Arizona
Randy Taylor Consulting LLC	Arizona
Sherri Dunn, L.L.C.	Arizona
Svaccha LLC	Arizona
Sweet 5, LLC	Arizona
The Giving Tree Wellness Center Of Mesa, Inc.	Arizona
TLWC, LLC	Arizona
Warehouse 13, LLC	Arizona
Yuma County Wellness, LLC	Arizona
Harvest Health & Recreation Inc.	British Columbia, Canada
Harvest Of California LLC	California
Harvest Of Chula Vista, LLC	California
Harvest of Santa Monica, LLC	California
Leef Industries, LLC	California
CBX Enterprises LLC	Colorado
CBX Sciences LLC	Colorado
Harvest DCP Of Colorado, LLC	Colorado
Harvest of Colorado, LLC	Colorado
850 S. Main St., LLC	Connecticut
Trulieve Bristol, Inc.	Connecticut
Trulieve CT, Inc.	Connecticut
Trulieve East Main LLC	Connecticut

Agrimed Industries Of PA, LLC	Delaware
BRDE5, LLC	Delaware
BRLS Properties AR-Little Rock LLC	Delaware
BRLS Properties PA-SE LLC	Delaware
Cardinal Calculations, LLC	Delaware
Harvest Enterprises, Inc.	Delaware
Harvest HAH WA, Inc.	Delaware
Harvest Of Towson, LLC	Delaware
Maryland Licensing, LLC	Delaware
SC1m, LLC	Delaware
Trulieve Holdings, Inc.	Delaware
Trulieve IP Holdings, Inc.	Delaware
21708 State Road 54, LLC	Florida
BRLS Properties FL-Gainesville, LLC	Florida
Growing For The Greater Good, Inc.	Florida
Harvest DCP Of Florida, LLC	Florida
San Felasco Nurseries, Inc.	Florida
Telogia Creek 1, LLC	Florida
Telogia Creek 2, LLC	Florida
Trulieve Capps Highway LLC	Florida
Trulieve Centaury Way, LLC	Florida
Trulieve Henry Avenue, LLC	Florida
Trulieve Suwannee, LLC	Florida
Trulieve, Inc.	Florida
181 S Cook Industrial Parkway, LLC	Georgia
Trulieve GA, Inc.	Georgia
Trulieve KY, Inc.	Kentucky
GOGRIZ, LLC	Massachusetts
Life Essence, Inc.	Massachusetts
SUNS Mass, Inc.	Massachusetts
Trulieve Holyoke Holdings LLC	Massachusetts
BRLS Properties MD-Hancock I, LLC	Maryland
BRLS Properties MD-Hancock II, LLC	Maryland
BRLS Properties MD-Lutherville, LLC	Maryland
Brls Tenant Md-Halethorpe, LLC	Maryland
Harvest DCP Of Maryland, LLC	Maryland
Harvest Maryland Holding, LLC	Maryland
Harvest Of Maryland, Inc.	Maryland
HMDP Holdings Inc.	Maryland
Trulieve MD Cultivation, LLC	Maryland
Trulieve MD Dispensary 1, LLC	Maryland
Trulieve MD Dispensary 2, LLC	Maryland
Trulieve MD Dispensary 3, LLC	Maryland

Trulieve MD Management, Inc.	Maryland
TRULIEVE MD PROCESSING, LLC	Maryland
Trulieve MD, Inc.	Maryland
Harvest of Missouri, LLC	Missouri
Trulieve MS, Inc.	Missouri
Trulieve NC, Inc.	North Carolina
Harvest Of New Jersey LLC	New Jersey
Trulieve NJ, Inc.	New Jersey
Greenmart of Nevada LLC	Nevada
Harvest Cheyenne Holdings, LLC	Nevada
Harvest DCP of Nevada, LLC	Nevada
Trulieve NY, Inc.	New York
Harvest DCP of Ohio, LLC	Ohio
Harvest Grows Properties, LLC	Ohio
Trulieve OH, Inc.	Ohio
Randy Taylor Consulting LLC	Oregon
450 Industry Road LLC	Pennsylvania
451 Industry Road LLC	Pennsylvania
BRLS Properties PA-Bethlehem, LLC	Pennsylvania
BRLS Properties PA-Reading Ii, LLC	Pennsylvania
BRLS Properties PA-Whitehall, LLC	Pennsylvania
Chamounix Ventures, LLC	Pennsylvania
FL Holding Company, LLC	Pennsylvania
Franklin Labs, LLC	Pennsylvania
Harvest DCP Of Pennsylvania, LLC	Pennsylvania
Harvest of Northeast PA, LLC	Pennsylvania
Harvest of South Central Pa, LLC	Pennsylvania
Harvest of Southeast Pa, LLC	Pennsylvania
Harvest of Southwest Pa, LLC	Pennsylvania
Harvest RE Holdings Of PA, LLC	Pennsylvania
Keystone Relief Centers, LLC	Pennsylvania
Pioneer Leasing & Consulting LLC	Pennsylvania
Purepenn LLC	Pennsylvania
SMPB Retail LLC	Pennsylvania
SMPD Manufacturing LLC	Pennsylvania
Trulieve PA LLC	Pennsylvania
Trulieve PA Merger Sub 3, LLC	Pennsylvania
Trulieve SC, Inc.	South Carolina
Trulieve TX, Inc.	Texas
Trulieve VA, Inc.	Virginia
Greenhouse Wellness WV Dispensaries LLC	West Virginia
Mountaineer Holding LLC	West Virginia
Solevo Wellness West Virginia, LLC	West Virginia

Trulieve Huntington LLC	West Virginia
Trulieve WV, Inc.	West Virginia

EX-23.1

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in the Registration Statement of Trulieve Cannabis Corp. on Form S-3 (File No. 333-260559) and Form S-8 (File Nos. 333-272967, 333-260098 and 333-259175) of our report dated February 29, 2024, with respect to our audits of the consolidated financial statements of Trulieve Cannabis Corp. as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 and our report dated February 29, 2024 with respect to our audit of internal control over financial reporting of Trulieve Cannabis Corp. as of December 31, 2023, which reports are included in this Annual Report on Form 10-K of Trulieve Cannabis Corp. for the year ended December 31, 2023.

Our report on the effectiveness of internal control over financial reporting expressed an adverse opinion because of the existence of material weaknesses.

/s/ Marcum llp

Marcum llp

West Palm Beach, FL

February 29, 2024

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES‑OXLEY ACT OF 2002

I, Kim Rivers, certify that:

1. I have reviewed this Annual Report on Form 10‑K of Trulieve Cannabis Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: February 29, 2024

/s/ Kim Rivers

Kim Rivers

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES‑OXLEY ACT OF 2002

I, Wes Getman, certify that:

1.I have reviewed this Annual Report on Form 10‑K of Trulieve Cannabis Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: February 29, 2024

/s/ Wes Getman

Wes Getman

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned officers of Trulieve Cannabis Corp. (the “Company”) certifies, to his knowledge and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 29, 2024

/s/ Kim Rivers

Kim Rivers

Chief Executive Officer

Dated: February 29, 2024

/s/ Wes Getman

Wes Getman

Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Appendix A

Licenses and Permits

State	Entity Name	Licensed Address	Type	License #	Expiration Date	Regulator
AZ	Abedon Saiz, LLC (CHAA #8)	16635 N. Tatum Blvd, Phoenix, AZ 85032	State Retail License - Medical (includes Edible Authorization)	000000135DCSM00130984	01/21/25	Arizona Department of Health Services
AZ	Abedon Saiz, LLC (CHAA #8)	16635 N. Tatum Blvd, Phoenix, AZ 85032	State Retail License - Recreational	00000052ESLX15969554	01/21/25	Arizona Department of Health Services
AZ	Abedon Saiz, LLC (CHAA #8)	143 North Miami Dr. Miami, AZ 85539	State Cultivation License - Recreational	00000052ESLX15969554	01/21/25	Arizona Department of Health Services
AZ	AD, LLC (CHAA #59)	2630 W. Indian School Rd. Phoenix, AZ 85017	State Retail License - Medical (includes Edible Authorization)	00000092DCEG00124317	08/07/24	Arizona Department of Health Services
AZ	AD, LLC (CHAA #59)	2630 W. Indian School Rd. Phoenix, AZ 85017	State Retail License - Recreational	00000006ESWX56565424	08/07/24	Arizona Department of Health Services
AZ	AD, LLC (CHAA #59)	12225 W. Peoria Ave. El Mirage, AZ 85335	State Cultivation and Manufacturing License - Recreational	00000006ESWX56565424	08/07/24	Arizona Department of Health Services
AZ	AD, LLC (CHAA #59)	12225 W. Peoria Ave. El Mirage, AZ 85335	State Cultivation and Manufacturing License - Recreational	00000006ESWX56565424	08/07/24	Arizona Department of Health Services
AZ	Byer's Dispensary, Inc. (CHAA # 40)	15190 N. Hayden Rd. Scottsdale, AZ 85260	State Retail License - Medical (includes Edible Authorization)	00000054DCOV00321891	08/07/24	Arizona Department of Health Services
AZ	Byer's Dispensary, Inc. (CHAA # 40)	15190 N. Hayden Rd. Scottsdale, AZ 85259	State Retail License - Recreational	00000003ESPF54627423	08/07/24	Arizona Department of Health Services
AZ	Byer's Dispensary, Inc. (CHAA # 40)	2051 W. State Route 260 Camp Verde, AZ 86322	State Cultivation License - Medical	00000054DCOV00321891	08/07/24	Arizona Department of Health Services
AZ	Cochise County Wellness, LLC	1633 S. Hwy 92, Ste 7 Sierra Vista, AZ 85636	Dispensary Registration Certificate	0000140DRCDH37786072	03/09/25	Arizona Department of Health Services
AZ	Formula 420 Cannabis, LLC (REC ONLY)	1633 S. Hwy 92, Ste 7 Sierra Vista, AZ 85635	Establishment License	00000135ESGE19332725	04/18/25	Arizona Department of Health Services

AZ	Fort Mountain Consulting, LLC (CHAA #51)	4659 E. 22nd St. Tucson, AZ 85711	State Retail License - Recreational	00000016ESBY46918805	01/21/25	Arizona Department of Health Services
AZ	Fort Mountain Consulting, LLC (CHAA #51)	4659 22nd St. Tucson, AZ 85711	State Retail License - Medical	00000134DCUJ00307958	01/21/25	Arizona Department of Health Services
AZ	Green Desert Patient Center of Peoria, Inc. (CHAA # 41)	9275 W. Peoria Ae., Suite 104 Peoria, AZ 85345	State Retail License - Medical (includes Edible Authorization)	00000023DCAK00675039	08/07/24	Arizona Department of Health Services
AZ	Green Desert Patient Center of Peoria, Inc. (CHAA # 41)	9275 W. Peoria Ae., Suite 104 Peoria, AZ 85345	State Retail License - Recreational	00000082ESUB29429633	08/07/24	Arizona Department of Health Services
AZ	Green Desert Patient Center of Peoria, Inc. (CHAA # 41)	5655 E. Gaskill Rd. Wilcox, AZ 85643	Status Cultivation License - Recreational	00000082ESUB29429633	08/07/24	Arizona Department of Health Services
AZ	Green Sky Patient Center of Scottsdale, Inc. (CHAA # 40)	7320 E. Butherus Dr., Suite 100 Scottsdale, AZ 85260	State Retail License - Medical (includes Edible Authorization)	00000022DCRX00190936	08/07/24	Arizona Department of Health Services
AZ	Green Sky Patient Center of Scottsdale, Inc. (CHAA # 40)	7320 E. Butherus Dr., Suite 100 Scottsdale, AZ 85260	State Retail License - Recreational	00000081ESLT56066782	08/07/24	Arizona Department of Health Services
AZ	Green Sky Patient Center of Scottsdale, Inc. (CHAA # 40)	2512 E. Magnolia St. Phoenix, AZ 85034	State Cultivation License - Recreational	00000081ESLT56066782	08/07/24	Arizona Department of Health Services
AZ	High Desert Healing, LLC (CHAA # 62)	3828 S. Vermeersch Rd. Avondale, AZ 85323	State Retail License - Medical (includes Edible Authorization)	00000007DCWH00607422	08/07/24	Arizona Department of Health Services
AZ	High Desert Healing, LLC (CHAA # 62)	3828 S. Vermeersch Rd. Avondale, AZ 85323	State Retail License - Recreational	00000014ESNA15249640	08/07/24	Arizona Department of Health Services
AZ	High Desert Healing, LLC (CHAA # 62)	13454 N. Black Canyon Hwy. Phoenix, AZ 85029	State Cultivation License - Recreational	00000014ESNA15249640	08/07/24	Arizona Department of Health Services
AZ	High Desert Healing, LLC (CHAA # 80)	13433 E. Chandler Blvd., Suite A Chandler, AZ 85225	State Retail License - Medical (includes Edible Authorization)	00000005DCMV00766195	08/07/24	Arizona Department of Health Services
AZ	High Desert Healing, LLC (CHAA # 80)	13433 E. Chandler Blvd., Suite A Chandler, AZ 85225	State Retail License - Recreational	00000007ESWD35270682	08/07/24	Arizona Department of Health Services
AZ	High Desert Healing, LLC (CHAA # 80)	770 E. Evans Blvd. Tucson, AZ 85713	State Cultivation License - Recreational	00000007ESWD35270682	08/07/24	Arizona Department of Health Services

AZ	Kwerles, Inc. (CHAA # 93)	2017 W. Peoria Ave., Suite A Phoenix, AZ 85029	State Retail License - Medical	00000125DCWD00787544	01/21/25	Arizona Department of Health Services
AZ	Kwerles, Inc. (CHAA # 93)	2017 W. Peoria Ave., Suite A Phoenix, AZ 85029	State Retail License - Recreational	00000005ESIN89499585	01/21/25	Arizona Department of Health Services
AZ	Kwerles, Inc. (CHAA # 93)	2017 W. Peoria Ave., Phoenix, AZ 85029	State Manufacturing License (Kitchen Only) - Recreational	00000005ESIN89499585	01/21/25	Arizona Department of Health Services
AZ	Medical Pain Relief, Inc. (CHAA # 99)	1860 E. Salk Dr., Suite B-1 Casa Grande, AZ 85122	State Retail License - Medical	00000044DCCJ00900645	08/07/24	Arizona Department of Health Services
AZ	Medical Pain Relief, Inc. (CHAA # 99)	1860 E. Salk Dr., Suite B-1 Casa Grande, AZ 85122	State Retail License - Recreational	00000010ESIR42914838	08/07/24	Arizona Department of Health Services
AZ	Medical Pain Relief, Inc. (CHAA # 99)	1101 N. 21st Ave. Phoenix, AZ 85009	State Cultivation License - Recreational	00000010ESIR42914838	08/07/24	Arizona Department of Health Services
AZ	Mohave Valley Consulting, LLC (CHAA #60)	1007 N. 7th St Phoenix, AZ 85006	State Retail License - Medical	00000121DCLW00319285	01/21/25	Arizona Department of Health Services
AZ	Mohave Valley Consulting, LLC (CHAA #60)	1007 N. 7th St Phoenix, AZ 85006	State Retail License - Recreational	00000017ESMI32133238	01/21/25	Arizona Department of Health Services
AZ	Nature Med, Inc. (CHAA # 71)	1821 W. Baseline Rd. Guadalupe, AZ 85283	State Retail License - Medical (includes Edible Authorization)	00000018DCST00941489	08/07/24	Arizona Department of Health Services
AZ	Nature Med, Inc. (CHAA # 71)	1821 W. Baseline Rd. Guadalupe, AZ 85283	State Retail License - Recreational	00000056ESPE92908314	08/07/24	Arizona Department of Health Services
AZ	Nature Med, Inc. (CHAA # 71)	300 E. Cherry St. Cottonwood, AZ 86326	State Cultivation License - Recreational	00000056ESPE92908314	08/07/24	Arizona Department of Health Services
AZ	Pahana, Inc. (CHAA # 45)	13631 N. 59th Ave., Unit B110 Glendale, AZ 85304	State Retail License - Medical (includes Edible Authorization)	000000129DCKL00602472	01/21/25	Arizona Department of Health Services
AZ	Pahana, Inc. (CHAA # 45)	13631 N. 59th Ave., Unit B110 Glendale, AZ 85304	State Retail License - Recreational	00000018ESKD27426528	01/21/25	Arizona Department of Health Services
AZ	Pahana, Inc. (CHAA # 45)	15 N. 57th Dr. Phoenix, AZ 85053	State Cultivation License - Recreational	00000018ESKD27426528	01/21/25	Arizona Department of Health Services

AZ	Patient Care Center 301, Inc. (CHAA # 109)	2734 E. Grant Rd. Tucson, AZ 85716	State Retail License - Medical (includes Edible Authorization)	000000127DCSS00185167	01/21/25	Arizona Department of Health Services
AZ	Patient Care Center 301, Inc. (CHAA # 109)	2734 E. Grant Rd. Tucson, AZ 85716	State Retail License - Recreational	00000004ESAN63639048	01/21/25	Arizona Department of Health Services
AZ	Purplemed, Inc.	1010 S. Freeway, Suite 130 Tucson, AZ 85745	State medical license - Dispense (includes edibles authorization)	0000056DCLD00291476	08/07/24	Arizona Department of Health Services
AZ	Purplemed, Inc.	1010 S. Freeway, Suite 130 Tucson, AZ 85745	Adult use - Retail	00000130ESFL12611544	08/07/24	Arizona Department of Health Services
AZ	Sherri Dunn, LLC (CHAA # 26)	2400 Arizona 89A Cottonwood, AZ 86326	State Retail License - Recreational	00000055ESFL28376770	01/21/25	Arizona Department of Health Services
AZ	Sherri Dunn, LLC (CHAA # 26)	2400 Arizona 89A Cottonwood, AZ 86326	State Retail License - Medical (includes Edible Authorization)	000000124DCKQ00697385	01/21/25	Arizona Department of Health Services
AZ	Sherri Dunn, LLC (CHAA # 26) (N/O)	9356 Lower Moovalya Estates Drive, Parker AZ 85344	Medical Retailer	00000138DCSE67364423	12/27/25	Arizona Department of Health Services
AZ	Svaccha, LLC (CHAA # 74)	1985 W. Apache Trail, Unit 4/4A Apache Junction, AZ 85120	State Retail License - Recreational	00000011ESVC04035599	01/21/25	Arizona Department of Health Services
AZ	Svaccha, LLC (CHAA # 74)	1985 W. Apache Trail, Unit 4/4A Apache Junction, AZ 85120	State Retail License - Medical (includes Edible Authorization)	000000137DCOF00188324	01/21/25	Arizona Department of Health Services
AZ	Svaccha, LLC (CHAA # 92)	710 W. Elliot Rd., Sts. 102 & 103 Tempe, AZ 85284	State Retail License - Recreational	00000009ESJA48286920	01/21/25	Arizona Department of Health Services
AZ	Svaccha, LLC (CHAA # 92)	710 W. Elliot Rd., Sts. 102 & 103 Tempe, AZ 85284	State Retail License - Medical (includes Edible Authorization)	000000120DCEQ00578528	01/21/25	Arizona Department of Health Services
AZ	Sweet 5, LLC (CHAA #47)	1150 W. McLellan Rd. Mesa North, AZ 85201	State Retail License - Recreational	00000013ESHH20255089	01/21/25	Arizona Department of Health Services
AZ	Sweet 5, LLC (CHAA #47)	1150 W. McLellan Rd. Mesa North, AZ 85201	State Retail License - Medical	00000115DCGL00377020	01/21/25	Arizona Department of Health Services
AZ	The Giving Tree Wellness Center of Mesa, Inc (CHAA # 73)	938 E. Juanita Ave. Mesa, AZ 85204	State Retail License - Medical (includes Edible Authorization)	00000084DCXM00601985	08/07/24	Arizona Department of Health Services

AZ	The Giving Tree Wellness Center of Mesa, Inc (CHAA # 73)	938 E. Juanita Ave. Mesa, AZ 85204	State Retail License - Recreational	00000008ESJT20615662	08/07/24	Arizona Department of Health Services
CO	Harvest of Colorado, LLC	5231 Monroe Street, Suite 100 & 205 Denver, CO 80216	Retail Marijuana Products Manufacturer	404R-00066	06/25/24	State of Colorado Department of Revenue Marijuana Enforcement Division
CO	Harvest of Colorado, LLC	5231 Monroe Street, Suite 100 & 205 Denver, CO 80217	Medical Marijuana Products Manufacturer	404-00048	06/28/24	State of Colorado Department of Revenue Marijuana Enforcement Division
CO	Harvest of Colorado, LLC	5231 Monroe Street, Suite 100 & 205 Denver, CO 80218	Licensed Establishment	2022-LE-0001499	02/24/24	City and County of Denver Department of Excise and Licenses
CO	Harvest of Colorado, LLC	5231 Monroe Street, Suite 100 & 205 Denver, CO 80219	Marijuana Infused Product Manufacturer License (Retail)	2022-BFN-0001533 (prev: 2014-BFN-1073525)	02/24/24	City and County of Denver Department of Excise and Licenses
CO	Harvest of Colorado, LLC	5231 Monroe Street, Suite 100 & 205 Denver, CO 80220	Marijuana Infused Product Manufacturer License (Medical)	2022-BFN-0001501 (prev: 2013-BFN-1068395)	02/24/24	City and County of Denver Department of Excise and Licenses
CT	Trulieve Bristol, Inc.	820 Farmington Ave, Bristol, CT 06010	Adult Use Hybrid Retailer License	AMHF.0008263	04/15/24	Connecticut Department of Consumer Protection
FL	Trulieve, Inc.	3494 Martin Hurst Rd. Tallahassee, FL 32312	Medical Marijuana Treatment Center License (vertical - multiple dispensaries)	MMTC-2015-0005	07/24/24	Florida Department of Health, Office of Medical Marijuana Use
GA	Trulieve GA, Inc.	355 S Cook Industrial Pkwy, Adel GA	Class 1 Production License	C1PRO002	08/25/23	Georgia Access to Medical Cannabis Commission
GA	Trulieve GA, Inc.	3556 Riverside Dr. Suite A Macon, GA 31210	Retailer License	DISP0001	06/30/24	Georgia Access to Medical Cannabis Commission
GA	Trulieve GA, Inc.	200 Cobb Parkway North Suite 500 Marietta, GA 30062	Retailer License	DISP0002	06/30/24	Georgia Access to Medical Cannabis Commission
GA	Trulieve GA, Inc.	2002 Pooler Parkway Pooler, GA 31322	Retailer License	DISP0003	06/30/24	Georgia Access to Medical Cannabis Commission
GA	Trulieve GA, Inc.	1690 Highway 34 East Suites D & E Newnan, GA 30265	Retailer License	DISP0006	06/30/24	Georgia Access to Medical Cannabis Commission
GA	Trulieve GA, Inc.	4218 Washington Rd. Suite # 1 Evans, GA 30904	Retailer License	DISP0009	09/30/24	Georgia Access to Medical Cannabis Commission

MD	Trulieve MD Processing, LLC f/k/a Harvest of Maryland Production, LLC	11 South St. Hancock, MD 21750	State Cannabis Production License	PA-23-00007	06/30/28	Maryland Cannabis Commission ('MCA')
MD	Trulieve MD Cultivation, LLC f/k/a Harvest of Maryland Cultivation, LLC	35 South St. Hancock, MD 21750	State Cannabis Cultivation License	GA-23-00002	06/30/28	Maryland Cannabis Commission ('MCA')
MD	Trulieve MD Dispensary 1, LLC f/k/a AmediCanna Dispensary LLC	3531 Washington Blvd., Suite 112 Halethorpe, MD 21227	State Cannabis Dispensary License	DA-23-00025	06/30/28	Maryland Cannabis Commission ('MCA')
MD	Trulieve MD Dispensary 2, LLC f/k/a CWS, LLC (Your Farmacy)	1526 York Road Lutherville, MD 21093	State Cannabis Dispensary License	DA-23-00019 (Adult Use)	06/30/28	Maryland Cannabis Commission ('MCA')
MD	Trulieve MD Dispensary 3, LLC f/k/a Harvest of Maryland Dispensary, LLC	12200 Rockville Pike Rockville, MD 20852	State Cannabis Dispensary License	DA-23-00008	06/30/28	Maryland Cannabis Commission ('MCA')
NV	Greenmart of Nevada LLC	5421 E. Cheyenne Ave. Las Vegas, NV 89156	Medical Cannabis Cultivation License	85215650926863546256 ("C038")	06/30/24	State of Nevada Cannabis Compliance Board
NV	Greenmart of Nevada LLC	5421 E. Cheyenne Ave. Las Vegas, NV 89156	Adult-Use Cannabis Cultivation License	06073658143877524618 ("RC038")	06/30/24	State of Nevada Cannabis Compliance Board
OH	Trulieve OH, Inc.	8295 Sancus Blvd., Columbus, OH 43080	Certificate of Operation	MMD.0700116	07/01/25	Ohio Board of Pharmacy
PA	Agrimed Industries of PA, LLC	280 Thomas Road Carmichaels, PA 15320	Medical Marijuana Grower/Processor Permit	GP-5012-17	06/20/24	Commonwealth of Pennsylvania Department of Health
PA	Chamounix Ventures, LLC	420 W. Lancaster Avenue Devon, PA 19333	Medical Marijuana Dispensary Permit (for multiple locations)	D-1067-17 (1 of 3 locations)	06/29/24	Commonwealth of Pennsylvania Department of Health
PA	Chamounix Ventures, LLC	300 Packer Ave. Philadelphia, PA 19148	Medical Marijuana Dispensary Permit (for multiple locations)	D-1067-17 (2 of 3 locations)	06/29/24	Commonwealth of Pennsylvania Department of Health
PA	Chamounix Ventures, LLC	367 S Henderson Rd King of Prussia , PA 19406	Medical Marijuana Dispensary Permit (for multiple locations)	D-1067-17 (3 of 3 locations)	06/29/24	Commonwealth of Pennsylvania Department of Health
PA	Franklin Labs, LLC	1800 Centre Ave. Reading, PA 19601	Medical Marijuana Grower/Processor Permit	GP-1017-17	06/20/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of Northeast PA, LLC	3301 Easton Ave. Bethlehem, PA 18020 (additional location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-2018	TBD	Commonwealth of Pennsylvania Department of Health

PA	Harvest of Northeast PA, LLC	340 S. Washington St. Scranton, PA 18505 (primary location under this license)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-2018	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of Northeast PA, LLC	1809 MacArthur Rd. Whitehall, PA 18052 (additional location under the permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-2018	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of South Central PA, LLC	3401 Hartzdale Drive Camp Hill, PA 17011 (additional location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-3011	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of South Central PA, LLC	2500-2504 N. 6th St. Harrisburg, PA 17110 (primary location for this license)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-3011	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of South Central PA, LLC	2300 E. Market St. Suite 10 York, PA 17402 (additional location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-3011	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of Southeast PA, LLC	1951 Lincoln Hwy. Coatesville, PA 15137 (additional location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-1020	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of Southeast PA, LLC	1222 Arch St, Philadelphia, PA 19107 (additional location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-1020	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of Southeast PA, LLC	201 Lancaster Ave. Reading, PA 19611 (primary location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-1020	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of Southwest PA, LLC	339 Main St. Johnstown, PA 15901 (primary location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-5017	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of Southwest PA, LLC	20269 Route 19 N. Cranberry Township, PA 16066 (additional location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-5017	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Harvest of Southwest PA, LLC	200 Federal St. Pittsburgh, PA 15212 (additional location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D18-5017	12/18/24	Commonwealth of Pennsylvania Department of Health
PA	Keystone Relief Centers, LLC	200 Adios Drive, Suite 20 Washington, PA 15301	Medical Marijuana Dispensary Permit (for multiple locations)	D-5050-17 (1 of 3 locations)	06/29/24	Commonwealth of Pennsylvania Department of Health
PA	Keystone Relief Centers, LLC	5600 Forward Ave. Pittsburgh, PA 15127	Medical Marijuana Dispensary Permit (for multiple locations)	D-5050-17 (2 of 3 locations)	06/29/24	Commonwealth of Pennsylvania Department of Health
PA	Keystone Relief Centers, LLC	22095 Perry Hwy. #301 Zelienople, PA 16063	Medical Marijuana Dispensary Permit (for multiple locations)	D-5050-17 (3 of 3 locations)	06/29/24	Commonwealth of Pennsylvania Department of Health

PA	PurePenn LLC	511 Industry Rd. McKeesport, PA 15132	Medical Marijuana Grower/Processor Permit	GP-5016-17	06/20/24	Commonwealth of Pennsylvania Department of Health
PA	SMPB Retail, LLC	3225 N. 5th St. Hwy., Suite 1 Reading, PA 19605 (primary location under this permit)	Medical Marijuana Dispensary Permit (for multiple locations)	D-1050-17	06/29/24	Commonwealth of Pennsylvania Department of Health
PA	SMPB Retail, LLC	501 S. Broad Street Philadephia, Pennsylvania 19147	Medical Marijuana Dispensary Permit (for multiple locations)	D-1050-17	06/29/24	Commonwealth of Pennsylvania Department of Health
PA	SMPB Retail, LLC	451 N West Ridge Rd. Limerick, PA 19468	Medical Marijuana Dispensary Permit (for multiple locations)	D-1050-17	06/29/24	Commonwealth of Pennsylvania Department of Health
WV	Trulieve WV, Inc.	2013 5th Avenue Huntington WV 25703	Medical Cannabis Dispensary Permit	D490079	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Trulieve WV, Inc.	1397 Earl L Core Road Morgantown, WV 26505	Medical Cannabis Dispensary Permit	D310080	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Trulieve WV, Inc.	137 Staunton Dr. Weston, WV 26452	Medical Cannabis Dispensary Permit	D210081	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Trulieve WV, Inc.	4701 MacCorkle Ave SW Suite 200 S. Charleston, WV 25309	Medical Cannabis Dispensary Permit	D200078	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Trulieve WV, Inc.	P1:1 Vision Lane Lesage, WV 25537 P2: 33 Longhorn Dr. Lesage, WV 25537	Medical Cannabis Processor Permit	P060009	11/12/24	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Greenhouse Wellness WV Dispensaries LLC	1000 Eisenhower Dr. Beckley, WV 25801	Medical Cannabis Dispensary Permit	D020065	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Mountaineer Holding LLC (Belle)	2700 E. DuPont Avenue, Suite 9 Belle, WV 25015	Medical Cannabis Dispensary Permit	D200040	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Mountaineer Holding LLC	2 Putnam Village Dr., Sts. 2 3 Hurricane, WV 25526	Medical Cannabis Dispensary Permit	D540041	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Mountaineer Holding LLC	P1: 1 Vision Lane Lesage, WV 33 Longhorn Drive Lesage, WV 25537	Medical Cannabis Grower Permit	G200004	09/30/24	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis

WV	Solevo Wellness West Virginia, LLC	525 Granville Sq., Suite 101 Morgantown, WV 26501	Medical Cannabis Dispensary Permit	D310099	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Solevo Wellness West Virginia, LLC	152 Park Center Drive Parkersburg, WV 26101	Medical Cannabis Dispensary Permit	D540100	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis
WV	Solevo Wellness West Virginia, LLC	5 Perry Morris Square US Route 60 Milton WV 25541	Medical Cannabis Dispensary Permit	D310098	01/28/25	West Virginia Dept. of Health and Human Services, Office of Medical Cannabis

XML

Cover - USD ($)

12 Months Ended

Dec. 31, 2023

Feb. 22, 2024

Jun. 30, 2023

Document Information [Line Items]

Document Type

10-K

Document Annual Report

true

Current Fiscal Year End Date

--12-31

Document Period End Date

Dec. 31, 2023

Document Transition Report

false

Entity File Number

000-56248

Entity Registrant Name

TRULIEVE CANNABIS CORP.

Entity Incorporation, State or Country Code

A1

Entity Tax Identification Number

84-2231905

Entity Address, Address Line One

6749 Ben Bostic Road

Entity Address, City or Town

Quincy

Entity Address, Postal Zip Code

32351

Entity Address, State or Province

FL

City Area Code

850

Local Phone Number

480-7955

Title of 12(g) Security

Subordinate Voting Shares

Entity Well-known Seasoned Issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

ICFR Auditor Attestation Flag

true

Document Financial Statement Error Correction [Flag]

false

Entity Shell Company

false

Entity Public Float

$ 845,917,024

Documents Incorporated By Reference

Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”). The 2024 Proxy Statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after December 31, 2023, the end of the registrant’s fiscal year.

Entity Central Index Key

0001754195

Document Fiscal Year Focus

2023

Document Fiscal Period Focus

FY

Amendment Flag

false

Subordinate Voting Shares

Document Information [Line Items]

Entity Common Stock, Shares Outstanding

160,052,094

Multiple Voting Shares

Document Information [Line Items]

Entity Common Stock, Shares Outstanding

26,226,386

Super Voting Shares

Document Information [Line Items]

Entity Common Stock, Shares Outstanding

0

XML

Audit Information	12 Months Ended
	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	Marcum LLP
Auditor Firm Id	688
Auditor Location	West Palm Beach, FL

XML

Consolidated Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	[1]	$ 201,372	$ 207,185	[2]
Restricted cash		6,607	6,607
Accounts receivable, net		6,703	6,507
Inventories		213,120	276,505
Prepaid expenses		17,620	11,031
Other current assets		23,735	51,247
Notes receivable - current portion		6,233	728
Assets associated with discontinued operations		1,958	33,733
Total current assets		477,348	593,543
Property and equipment, net		676,352	743,260
Right of use assets - operating, net		95,910	98,926
Right of use assets - finance, net		58,537	70,495
Intangible assets, net		917,191	984,797
Goodwill		483,905	791,495
Notes receivable, net		7,423	11,992
Other assets		10,379	12,768
Long-term assets associated with discontinued operations		2,010	93,129
TOTAL ASSETS		2,729,055	3,400,405
Current Liabilities:
Accounts payable and accrued liabilities		83,162	82,023
Income tax payable		0	49,615
Deferred revenue		1,335	9,459
Notes payable - current portion		3,759	12,453
Operating lease liabilities - current portion		10,068	10,291
Finance lease liabilities - current portion		7,637	8,271
Construction finance liabilities - current portion		1,466	1,189
Contingencies		4,433	34,666
Liabilities associated with discontinued operations		2,989	2,328
Total current liabilities		114,849	210,295
Long-Term Liabilities:
Notes payable, net		115,855	94,247
Private placement notes, net		363,215	541,664
Operating lease liabilities		92,235	99,851
Finance lease liabilities		61,676	69,948
Construction finance liabilities		136,659	137,144
Deferred tax liabilities		206,964	224,903
Uncertain tax position liabilities		180,350	19,459
Other long-term liabilities		7,086	6,820
Long-term liabilities associated with discontinued operations		41,553	68,370
TOTAL LIABILITIES		1,320,442	1,472,701
Commitments and contingencies (see Note 23)
SHAREHOLDERS' EQUITY
Common stock, no par value; unlimited shares authorized. 186,235,818 and 185,987,512 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.		0	0
Additional paid-in-capital		2,055,112	2,045,003
Accumulated deficit		(640,639)	(113,843)
Non-controlling interest		(5,860)	(3,456)
TOTAL SHAREHOLDERS' EQUITY		1,408,613	1,927,704
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$ 2,729,055	$ 3,400,405

[1] Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $0.3 million, $5.7 million, and $4.0 million, respectively.

[2] Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $5.7 million, $4.0 million, and zero, respectively.

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized, unlimited [Fixed List]	Unlimited	Unlimited
Common stock, shares issued (in shares)	186,235,818	185,987,512
Common stock, shares outstanding (in shares)	186,235,818	185,987,512

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 1,129,193	$ 1,218,229	$ 931,934
Cost of goods sold	540,565	529,102	365,360
Gross profit	588,628	689,127	566,574
Expenses:
Sales and marketing	240,165	277,563	211,905
General and administrative	145,997	169,471	99,456
Depreciation and amortization	109,825	116,381	45,791
Impairment and disposal of long-lived assets, net	6,664	75,547	5,371
Impairment of goodwill	307,590	0	0
Total expenses	810,241	638,962	362,523
(Loss) income from operations	(221,613)	50,165	204,051
Other (expense) income:
Interest expense, net	(81,569)	(73,422)	(29,121)
Interest income	6,164	1,631	205
Gain (loss) on extinguishment of debt, net	5,937	0	0
Other income, net	6,544	2,388	1,112
Total other expense, net	(62,924)	(69,403)	(27,804)
(Loss) income before provision for income taxes	(284,537)	(19,238)	176,247
Provision for income taxes	151,358	163,380	145,722
Net (loss) income from continuing operations	(435,895)	(182,618)	30,525
Net loss from discontinued operations, net of tax benefit (provision) of $4,101, $12,223, and $(339) respectively	(97,241)	(70,109)	(13,080)
Net (loss) income	(533,136)	(252,727)	17,445
Less: net loss attributable to non-controlling interest from continuing operations	(5,147)	(3,994)	(587)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)	(2,669)	0
Net (loss) income attributable to common shareholders, basic	(526,796)	(246,064)	18,032
Net (loss) income attributable to common shareholders, diluted	$ (526,796)	$ (246,064)	$ 18,032
Earnings Per Share [Abstract]
Basic (in dollars per share)	$ (2.28)	$ (0.95)	$ 0.22
Diluted (in dollars per share)	(2.28)	(0.95)	0.21
Net loss per share - Discontinued operations:
Basic (in dollars per share)	(0.51)	(0.36)	(0.09)
Diluted (in dollars per share)	$ (0.51)	$ (0.36)	$ (0.09)
Weighted average number of common shares used in computing net (loss) income per common share:
Basic (in shares)	188,974,176	187,995,317	139,366,940
Diluted (in shares)	188,974,176	187,995,317	146,757,286

XML

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Tax benefit (expense) of discontinued operations	$ 4,101	$ 12,223	$ (339)

XML

Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	PurePenn, LLC	Keystone Relief Centers LLC	Mountaineer Holding, LLC	Solevo Wellness West Virginia, LLC	Nature’s Remedy of Massachusetts, Inc.	Patient Centric of Martha's Vineyard	Anna Holdings, LLC	Harvest Health & Recreation, Inc	Total Common Shares	Total Common Shares Mountaineer Holding, LLC	Total Common Shares Solevo Wellness West Virginia, LLC	Total Common Shares Nature’s Remedy of Massachusetts, Inc.	Total Common Shares Patient Centric of Martha's Vineyard	Total Common Shares Anna Holdings, LLC	Total Common Shares Harvest Health & Recreation, Inc	Total Common Shares PurePenn, LLC, Pioneer Leasing & Consulting LLC, and Solevo Wellness West Virginia, LLC	Super Voting Shares	Multiple Voting Shares	Subordinate Voting Shares	Subordinate Voting Shares Mountaineer Holding, LLC	Subordinate Voting Shares Solevo Wellness West Virginia, LLC	Subordinate Voting Shares Nature’s Remedy of Massachusetts, Inc.	Subordinate Voting Shares Patient Centric of Martha's Vineyard	Subordinate Voting Shares Anna Holdings, LLC	Subordinate Voting Shares Harvest Health & Recreation, Inc	Subordinate Voting Shares PurePenn, LLC, Pioneer Leasing & Consulting LLC, and Solevo Wellness West Virginia, LLC	Additional Paid-in- Capital	Additional Paid-in- Capital PurePenn, LLC	Additional Paid-in- Capital Keystone Relief Centers LLC	Additional Paid-in- Capital Mountaineer Holding, LLC	Additional Paid-in- Capital Solevo Wellness West Virginia, LLC	Additional Paid-in- Capital Nature’s Remedy of Massachusetts, Inc.	Additional Paid-in- Capital Patient Centric of Martha's Vineyard	Additional Paid-in- Capital Anna Holdings, LLC	Additional Paid-in- Capital Harvest Health & Recreation, Inc	Accumulated Earnings (Deficit)	Non- Controlling Interest	Non- Controlling Interest Harvest Health & Recreation, Inc
Beginning Balance (in shares) at Dec. 31, 2020										119,573,998								58,182,500	1,439,037	59,952,461
Beginning Balance at Dec. 31, 2020	$ 447,903																											$ 328,214									$ 119,689	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	9,254																											9,254
Exercise of stock options (in shares)										75,716										75,716
Exercise of stock options	352																											352
Shares issued for cash - warrant exercise (in shares)										569,533										569,533
Shares issued for cash - warrant exercises	7,672																											7,672
Subordinate Voting Shares issued upon cashless warrant exercise (in shares)										2,075,987										2,075,987
Tax withholding related to net share settlements of equity awards (in shares)										(39,898)										(39,898)
Tax withholding related to net share settlements of equity awards	(1,072)																											(1,072)
Issuance of shares private placement, net of issuance costs (in shares)										5,750,000										5,750,000
Issuance of shares in private placement, net of issuance costs	217,896																											217,896
Contingent consideration payable in shares	(2,800)																											(2,800)
Conversion of Super Voting Shares to Subordinate Voting Shares (in shares)																		(3,021,100)		3,021,100
Conversion of Super Voting Shares to Multiple Voting Shares (in shares)																		(55,161,400)	55,161,400
Conversion of Multiple Voting Shares to Subordinate Voting Shares (in shares)																			(4,683,438)	4,683,438
Adjustment of fair value of equity consideration		$ 2,711	$ 1,004																										$ 2,711	$ 1,004
Shares issued for acquisition (in shares)											60,342	11,658	237,881	258,383	1,009,336	50,921,236					60,342	11,658	237,881	258,383	1,009,336	50,921,236
Shares issued for acquisition				$ 2,470	$ 445	$ 9,139	$ 10,012	$ 35,385	$ 1,389,557																						$ 2,470	$ 445	$ 9,139	$ 10,012	$ 35,385	$ 1,387,418			$ 2,139
Net (loss) income	17,445																																				18,032	(587)
Ending Balance (in shares) at Dec. 31, 2021										180,504,172								0	51,916,999	128,587,173
Ending Balance at Dec. 31, 2021	2,147,373																											2,008,100									137,721	1,552
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	18,124																											18,124
Exercise of stock options (in shares)										59,971										59,971
Exercise of stock options	156																											156
Shares issued for cash - warrant exercise (in shares)										1,428,262										1,428,262
Shares issued for cash - warrant exercises	19,238																											19,238
Subordinate Voting Shares issued under share compensation plans (in shares)										179,857										179,857
Tax withholding related to net share settlements of equity awards (in shares)										(47,801)										(47,801)
Tax withholding related to net share settlements of equity awards	(615)																											(615)
Conversion of Multiple Voting Shares to Subordinate Voting Shares (in shares)																			(25,690,613)	25,690,613
Shares issued for PurePenn, LLC, Pioneer Leasing & Consulting LLC, and Solevo Wellness West Virginia, LLC earnout (in shares)																	3,626,295										3,626,295
Release of escrow shares (in shares)										236,756										236,756
Distribution payable for acquisition of variable interest entity	(5,500)																																				(5,500)
Distribution	(50)																																					(50)
Divestment of variable interest entity	110																																					110
Measurement period adjustment - Harvest Health & Recreation, Inc.	1,595																																					1,595
Net (loss) income	(252,727)																																				(246,064)	(6,663)
Ending Balance (in shares) at Dec. 31, 2022										185,987,512								0	26,226,386	159,761,126
Ending Balance at Dec. 31, 2022	1,927,704																											2,045,003									(113,843)	(3,456)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	10,575																											10,575
Subordinate Voting Shares issued under share compensation plans (in shares)										334,611										334,611
Tax withholding related to net share settlements of equity awards (in shares)										(86,305)										(86,305)
Tax withholding related to net share settlements of equity awards	(466)																											(466)
Distribution	(50)																																					(50)
Consideration for purchase of variable interest entity	1,643																											1,643
Deconsolidation of variable interest entity	2,219																											(1,643)										3,862
Divestment of variable interest entity	124																																					124
Net (loss) income	(533,136)																																				(526,796)	(6,340)
Ending Balance (in shares) at Dec. 31, 2023										186,235,818								0	26,226,386	160,009,432
Ending Balance at Dec. 31, 2023	$ 1,408,613																											$ 2,055,112									$ (640,639)	$ (5,860)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021
Cash flows from operating activities
Net (loss) income		$ (533,136)		$ (252,727)		$ 17,445
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		110,820		121,776		48,096
Depreciation included in cost of goods sold		59,837		52,541		24,073
Non-cash interest expense, net		5,443		4,893		3,463
Gain (loss) on extinguishment of debt, net		(5,937)		0		0
Impairment and disposal of long-lived assets, net		6,664		75,547		5,371
Impairment of goodwill		307,590		0		0
Amortization of operating lease right of use assets		10,333		11,252		6,051
Accretion of construction finance liabilities		1,281		1,470		1,209
Share-based compensation		10,575		18,124		9,254
Change in fair value of derivative liabilities - warrants		(252)		(2,643)		(208)
Non-cash change in contingencies		(544)		23,017		9,269
Allowance for credit losses		2,750		3,617		0
Deferred income tax expense		(17,173)		(27,174)		(26,262)
Loss from disposal of discontinued operations		69,481		49,130		0
Changes in assets and liabilities:
Decrease/(increase) in inventories		83,304		(83,430)		(19,573)
Decrease/(increase) in accounts receivable		(1,712)		(4,206)		(4,901)
Decrease/(increase) in prepaid expenses and other current assets		6,751		5,264		(8,080)
Decrease/(increase) in other assets		2,954		2,388		(6,276)
(Decrease)/increase in accounts payable and accrued liabilities		1,635		(819)		(9,659)
(Decrease)/increase in income tax payable		(48,822)		19,756		(12,979)
(Decrease)/increase in other current liabilities		(13,263)		(1,368)		(15,799)
(Decrease)/increase in operating lease liabilities		(9,172)		(10,002)		(4,164)
(Decrease)/increase in deferred revenue		(8,232)		2,370		(4,642)
(Decrease)/increase in uncertain tax position liabilities		160,891		12,794		2,750
(Decrease)/increase in other long-term liabilities		(225)		1,526		(1,540)
Net cash provided by operating activities		201,841		23,096		12,898
Cash flows from investing activities
Purchases of property and equipment		(40,385)		(164,749)		(275,902)
Purchases of property and equipment related to construction finance liabilities		0		(13,247)		(20,979)
Capitalized interest		148		(4,732)		(9,234)
Acquisitions, net of cash		0		(27,781)		43,453
Divestments		977		2,037		0
Payments made for issuance of note receivable		(750)		0		(4,000)
Capitalized internal use software		(10,615)		(9,214)		(3,716)
Cash paid for licenses		(4,640)		(1,855)		0
Proceeds from sales of long-lived assets		5,027		739		55,034
Proceeds received from notes receivable		903		1,472		160
Proceeds from sale of held for sale assets		11,865		2,273		0
Net cash used in investing activities		(37,470)		(215,057)		(215,184)
Cash flows from financing activities
Proceeds from notes payable, net of discounts		24,718		90,541		342,586
Proceeds from private placement notes, net of discounts		0		75,635		6,032
Proceeds from shares issued pursuant to private placement notes, net of issuance costs		0		0		217,896
Proceeds from equity exercises		0		19,394		8,024
Proceeds from construction finance liabilities		0		7,047		13,250
Payments on notes payable		(11,780)		(2,928)		(280,788)
Payments on private placement notes		(177,595)		(1,874)		0
Payments on finance lease obligations		(7,588)		(7,361)		(4,434)
Payments on construction finance liabilities		(2,050)		(1,161)		0
Payments for debt issuance costs		(774)		(832)		(251)
Payments on notes payable - related party		0		0		(12,011)
Payments for taxes related to net share settlement of equity awards		(466)		(615)		(1,072)
Distributions		(50)		(50)		0
Net cash (used in) provided by financing activities		(175,585)		177,796		289,232
Net (decrease) increase in cash, cash equivalents, and restricted		(11,214)		(14,165)		86,946
Cash, cash equivalents, and restricted cash, beginning of period	[2]	213,792	[1]	229,644	[1]	146,713
Cash and cash equivalents of discontinued operations, beginning of period		5,702		4,015		0
Less: cash and cash equivalents of discontinued operations, end of period		(301)		(5,702)		(4,015)
Cash, cash equivalents, and restricted cash, end of period	[1]	207,979		213,792	[2]	229,644	[2]
Supplemental disclosure of cash flow information
Interest		81,209		76,142		39,075
Income taxes, net of refunds		52,644		146,672		178,657
Noncash investing and financing activities
ASC 842 lease additions - operating and finance leases		14,323		41,141		61,195
Reclassification of assets to held for sale		18,408		0		0
Purchases of property and equipment in accounts payable and accrued liabilities		2,778		3,924		17,861
Noncash partial extinguishment of construction finance liability		18,486		0		0
Acquisition fair value adjustments		0		1,595		3,964
Acquisition of variable interest entity with note payable		0		5,500		0
Value of shares issued for acquisitions		0		0		1,447,973
Value of shares reserved for PurePenn, LLC and Solevo Wellness West Virginia, LLC acquisitions		0		0		(2,800)
Purchase of PP&E through exchange of ROU asset		0		3,355		0
Derecognition of ROU asset		0		(3,355)		0
ASC 842 lease terminations		0		0		1,035
Cash and cash equivalents, beginning balance	[2]	207,185	[1]	226,631	[1]	146,713
Restricted cash, beginning balance		6,607		3,013		0
Cash and cash equivalents, ending balance	[1]	201,372		207,185	[2]	226,631	[2]
Restricted cash, ending balance		$ 6,607		$ 6,607		$ 3,013

[1] Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $0.3 million, $5.7 million, and $4.0 million, respectively.

[2] Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $5.7 million, $4.0 million, and zero, respectively.

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net Cash Provided by (Used in) Discontinued Operations and Continuing Operations [Abstract]
Cash and cash equivalents, attributable to discontinued operations	$ 0.3	$ 5.7	$ 4.0	$ 0.0

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Nature of Business

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Nature of Business

NOTE 1. NATURE OF BUSINESS

Trulieve Cannabis Corp. together with its subsidiaries (“Trulieve", the “Company”) was incorporated in British Columbia, Canada. Trulieve is a vertically integrated cannabis company which, as of December 31, 2023, held and operated under licenses in Florida, Connecticut, Pennsylvania, West Virginia, Arizona, Colorado, Maryland, Ohio, and Georgia, to cultivate, produce, distribute, and sell medicinal-use cannabis products, and with respect to Arizona, Colorado, Connecticut and Maryland, adult-use cannabis products. The Company's operations are substantially located in Florida and to a lesser extent Arizona and Pennsylvania.

In addition to the States listed above, the Company also conducts activities in other markets. In these markets, the Company has either applied for licenses, plans on applying for licenses, or partners with other entities, but does not currently directly own any cultivation, production, or retail licenses. Further, the Company also holds licenses in states in which it is no longer currently operating due to discontinuing operations and other strategic reasons.

The Company’s principal address is located in Quincy, Florida. The Company’s registered office is located in British Columbia.

The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 25, 2018, under the ticker symbol “TRUL” and trades on the OTCQX market under the symbol “TCNNF”.

Regulatory compliance

The Company’s compliance with state and other rules and regulations may be reviewed by state and federal agencies. If the Company fails to comply with these regulations, the Company could be subject to loss of licenses, substantial fines or penalties, and other sanctions.

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Basis of Presentation

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

NOTE 2. BASIS OF PRESENTATION

Principles of consolidation

The accompanying consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 include the financial position and operations of Trulieve Cannabis Corp. and its subsidiaries. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenue, and expenses of all consolidated subsidiaries and variable interest entities for which the Company has determined it is the primary beneficiary. Outside shareholders' interests in subsidiaries are shown on the consolidated financial statements as non-controlling interests. Intercompany balances and transactions are eliminated in consolidation.

A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for in accordance with the relevant accounting guidance.

The Company regularly reviews and reconsiders previous conclusions regarding whether it is the primary beneficiary of a VIE in accordance with FASB ASC 810. The Company also reviews and reconsiders previous conclusions regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether the Company is required to consolidate such VIE in the consolidated financial statements when a change occurs.

Discontinued Operations

In June 2023, the Company exited operations in Massachusetts and in July 2022, the Company discontinued its Nevada operations. Both actions represented a strategic shift in business; therefore, the related assets and liabilities associated with the discontinued operations are classified as discontinued operations on the consolidated balance sheets and the results of the discontinued operations have been presented as discontinued operations within the consolidated statements of operations for all periods presented. Unless specifically noted otherwise, footnote disclosures only reflect the results of continuing operations. The results of discontinued operations are presented in Note 19. Discontinued Operations.

Basis of Measurement

These consolidated financial statements have been prepared on the 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 consolidated financial statements are presented in U.S. dollars.

Reclassifications

Certain reclassifications have been made to the consolidated financial statements of prior periods and of the accompanying notes to conform to the current period presentation.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are recorded at fair value. Cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value.

Restricted Cash

Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. They are held by or with financial institutions pursuant to contractual arrangements.

Accounts Receivable and Notes Receivable

The Company reports accounts receivable at their net realizable value, which is management’s best estimate of the cash that will ultimately be received from customers. The Company's notes receivable represent notes due from various third parties. The Company maintains an allowance for expected credit losses to reflect the expected non-collectability of accounts receivable and notes receivable based on historical collection data and specific risks identified among uncollected accounts, as well as management’s expectation of future economic conditions. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the companies receivables and the expected future losses. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Accounts receivable and notes receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and notes receivable. The Company’s cash and cash equivalents, primarily consisted of bank deposits, cash on hand, and money market funds, Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions in excess of federally insured limits.

The Company reviews its notes receivable regularly and reduces amounts to their expected realizable values by adjusting the allowance for credit losses when management determines that the account may not be fully collectable. The Company applies ASC 326 Financial Instruments – Credit Losses for the measurement of expected credit losses, which uses an expected loss allowance model for notes receivables. The Company has adopted standardized credit policies and performs assessments in an effort to minimize those risks.

Inventory

Inventories are comprised of raw materials (including cannabis plants and packaging materials), work in process, and finished goods. Inventory is valued at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal, and transportation for inventories in process. Cost is determined using the weighted average cost method.

Costs incurred during the growing and production process are capitalized as incurred to the extent that accumulated cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Fixed costs associated with abnormal production volume are expensed as incurred.

The Company periodically reviews its inventory and identifies that which is excess, slow moving and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand. Any identified excess, slow moving and obsolete inventory is written down to its net realizable value through a charge to cost of goods sold.

Property and Equipment

Property and equipment are measured at cost less accumulated depreciation. Depreciation is recognized on a straight-line basis over the following estimated useful lives:

Land	Not depreciated
Land improvements	20 to 30 years
Buildings & improvements	7 to 40 years
Furniture & equipment	3 to 10 years
Vehicles	3 to 5 years
Construction in progress	Not depreciated
Leasehold improvements	The lessor of the life of the lease or the estimated useful life of the asset

The Company capitalizes interest on debt financing invested in projects under construction. Upon the asset becoming available for use, capitalized interest costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the related asset. Construction in progress is transferred when available for use and depreciation of the assets commences at that point.

Held for Sale

The Company classifies long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally the Company's Board of Directors ("the Board") or certain Executive Officers, commit to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs with the gain or loss on disposal recognized in the consolidated statements of operations. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses, and interest expense continues to be recognized until the date of disposal.

Leases

The Company enters into leases in the normal course of business, primarily for retail space, production facilities, corporate offices, and equipment used in the production and sale of its products. Lease terms for real estate generally range from five to ten years. Most leases include options to renew for varying terms at the Company’s sole discretion. Other leased assets include passenger vehicles, trucks, and equipment. Lease terms for these assets generally range from three to five years. At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company made an accounting policy election not to recognize right-of-use assets and lease liabilities for leases with a lease term of 12 months or less. Instead lease payments for these leases are recognized as lease expense on a straight-line basis over the lease term.

The Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right-of-use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents. The right-of-use asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company has lease agreements that contain both lease and non-lease components. For lease agreements entered into or reassessed after the adoption of Accounting Standard’s Codification 842, Leases, the Company elected to combine lease and non-lease components for all classes of assets.

For finance leases, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, the right-of-use asset is amortized on a straight-line basis and the interest expense is recognized on the lease liability using the effective interest method. For operating leases, lease expense is recognized on a straight-line basis over the term of the lease and presented as a single charge in the consolidated statements of operations.

The lease term at the lease commencement date is determined based on the noncancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considers a number of factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before an option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to the Company's operations, costs to negotiate a new lease, any contractual or economic penalties, and the economic value of leasehold improvements.

Certain lease arrangements contain provisions requiring the Company to remove lessee installed leasehold improvements at the expiration of the lease. As this obligation is a direct result of the Company's decision to install leasehold improvements and does not arise solely because of the lease the Company excludes these obligations from lease payments and variable lease payments. The Company records these obligations as asset retirement obligations. The fair value of these obligations are recorded as liabilities on a discounted basis, which occurs as of lease commencement. In the estimation of fair value, the Company uses assumptions and judgements for an asset retirement obligation. The costs associated with these liabilities are capitalized with the associated leasehold improvement and depreciated over the lease term with the liabilities accreted over the same period.

Failed sales-leasebacks (Construction financial liabilities)

When the Company enters into sale-leaseback transactions, an assessment is performed to determine whether a contract exists and whether there is a performance obligation to transfer control of the asset when determining whether the transfer of an asset shall be accounted for as a sale of the asset. If control is not transferred based on the nature of the transaction, and therefore does not meet the requirements for a sale under the sale-leaseback accounting model, the Company is deemed to own this real estate and reflects these properties on our consolidated balance sheets in property and equipment, net and depreciates them over the assets' useful lives. The liabilities associated with these leases are recorded to construction finance liabilities - current portion and construction finance liabilities on the consolidated balance sheets.

Intangible Assets

Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in business combinations are measured at fair value at the acquisition date. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The estimated useful lives, residual values, and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively.

Internal Use Software

The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Further, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality or extend the assets useful life. Amortization of such costs commences when the project is substantially completed and ready for its intended use. Capitalized software development costs are classified as intangible assets, net on the consolidated balance sheets.

Intangible assets are amortized using the straight-line method over estimated useful lives as follows:

Licenses	15 years
Internal use software	3 to 5 years
Tradenames	2 to 10 years
Customer relationship	1 to 5 years
Non-compete	2 years
Trademarks	1 to 5 years

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of December 31:

	2023		2022
	(in thousands)
Trade accounts payable	$	28,245	$	15,857
Nontrade accrued liabilities (1)	23,829		34,662
Accrued compensation and benefits	18,113		19,451
Non income taxes payable	7,061		5,747
Other	5,914		6,306
Total accounts payable and accrued liabilities	$	83,162	$	82,023

(1)Nontrade accrued liabilities includes recurring accruals for items including but not limited to: interest, utilities, and insurance.

Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

Derivative Financial Instruments

The Company utilizes interest rate swaps for the sole purpose of mitigating interest rate fluctuation risk associated with floating rate debt instruments. The Company does not use any other derivative financial instruments for trading or speculative purposes. In accordance with ASC 815, Derivatives and Hedging, derivative financial instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. The Company has not designated its interest rate swap ("Swap") contracts as hedges for accounting treatment. Pursuant to U.S. GAAP, income or loss from fair value changes for derivatives that are not designated as hedges are reflected as income or loss within interest expense on the consolidated statements of operations and a corresponding asset or liability is recognized on the consolidated balance sheets based on the fair value position as of each reporting date.

Warrants

Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity, as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement. Changes in fair value are recognized as a component of other income, net on the consolidated statements of operations as change in fair value of derivative liabilities - warrants. Transaction costs allocated to warrants that are presented as a liability were immediately expensed within the consolidated statements of operations. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured.

Earnings per share

Basic earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and the incremental shares issuable upon conversion of similar instruments.

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. See Note 17. Earnings Per Share.

Revenue Recognition

The Company generates revenue from the sale of cannabis and cannabis related products. Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those goods or services. Our revenue excludes sales, use, and excise-based taxes collected and is reported net of sale discounts. Revenue associated with any unsatisfied performance obligation is deferred until the obligation is satisfied (i.e., when control of a product is transferred to the customer).

Revenues are primarily derived from retail and wholesale sales, which are recognized when control of the goods has transferred to the customer and collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligation has been fulfilled under the terms of the related sales contract.

Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue from the wholesale of cannabis to customers is recognized upon delivery to the customer. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. See Note 22. Revenue Disaggregation.

Deferred Revenue

For most of its locations, the Company offers a loyalty reward program to its dispensary customers that allows customers to earn reward credits to be used on future purchases. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are recorded as reductions to revenue on the consolidated statements of operations and included as deferred revenue on the consolidated balance sheets. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. The loyalty reward points expire at the end of a six month period.

During the first quarter of 2023, the Company terminated the loyalty program associated with dispensaries acquired with the October 2021 acquisition of Harvest Health & Recreation, Inc. ("Harvest"). As a result of the termination of the loyalty program at certain dispensaries, the Company recorded a reduction in the accrual of $4.7 million in revenue on the consolidated statements of operations. The remaining reduction in deferred revenue during the year ended December 31, 2023 was primarily due to increased breakage in our remaining loyalty programs.

Cost of Goods Sold

Costs of goods sold include the costs directly attributable to the production of inventory and amounts incurred in the cultivation and manufacturing process of finished goods, such as flower, concentrates, and edibles, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes depreciation and amortization, allocations of rent, administrative salaries, utilities, and related costs.

Income Taxes

The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The IRS has taken the position that cannabis companies are subject to the limits of IRC Section 280E under which they are only allowed to deduct expenses directly related to costs of goods sold. The Company has taken a position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code.

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 less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within provision for income taxes within the consolidated statements of operations.

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketing expenses on the accompanying consolidated statements of operations and totaled $12.1 million, $8.2 million, and $7.5 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Share Based Compensation

Stock Options

Share-based payment awards are based on the estimated fair value of the awards using the Black-Scholes option pricing model and the related expense is recognized using the graded-vesting method over the award term. The Company estimates expected volatility using the historical volatility of the Company. In cases where there is insufficient trading history, the expected volatility is estimated using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding and is computed using the simplified method as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. The expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company has elected to account for forfeitures as they occur.

Restricted Stock Units

Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally vest ratably over a two-to-three-year period subject to continued employment through each anniversary. The fair value of the Company’s RSUs are determined based on the stock price on the date of grant and the related expense is recognized using the graded-vesting method over the award term.

Business combinations and goodwill

The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.

Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations.

Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received.

Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans and, therefore, no corresponding allowance for loan losses is recorded for such loans at acquisition.

Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.

Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Cannabis licenses are the primary intangible asset acquired in business combinations as they provide the Company the ability to operate in each market. However, some cannabis licenses are subject to renewal and therefore there is some risk of non-renewal for several reasons, including operational, regulatory, legal, or economic. To appropriately consider the risk of non-renewal, the Company applies probability weighting to the expected future net cash flows in calculating the fair value of these intangible assets. The key assumptions used in these cash flow projections include discount rates and terminal growth rates. Of the key assumptions used, the impact of the estimated fair value of the intangible assets has the greatest sensitivity to the estimated discount rate used in the valuation. The terminal growth rate represents the rate at which these businesses will continue to grow into perpetuity. Other significant assumptions include revenue, gross profit, operating expenses, and anticipated capital expenditures which are based upon the Corporation’s historical operations along with management projections. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied.

Non-controlling Interest

Non-controlling interests (“NCI”) represent equity interests in subsidiaries, including VIEs, owned by outside parties. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement is made on a transaction-by-transaction basis. The Company measures each NCI at its proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The share of net assets attributable to NCI is presented as a component of equity. NCI's share of net income or loss is recognized directly in equity. Total income or loss of subsidiaries is attributed to the shareholders of the Company and to the NCI, even if this results in the NCI having a deficit balance.

Impairment of long-lived assets

The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends.

In accordance with ASC 360-10, when evaluating long-lived assets with impairment indicators for potential impairment, the Company first compares the carrying value of the asset to its estimated undiscounted cash flows. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset, an impairment loss is calculated. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. The Company recognizes an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value.

During the first quarter of 2023, the Company determined that certain long-lived assets, including intangible assets, in Massachusetts were impaired due to the competitive environment in the Massachusetts cannabis industry. The Company utilized a cost approach for its impairment testing of intangibles and property and equipment resulting in an impairment of $30.3 million recorded on the consolidated statements of operations, of which $27.6 million was for discontinued operations and recorded in net loss from discontinued operations, net of tax benefit, and $2.7 million was for continuing operations and recorded in impairment and disposal of long-lived assets, net. The cost approach is based on market comparable data for replacement, adjusted for local variations, inflation, and other factors.

During the remaining nine-month period for the year ended December 31, 2023, the Company did not identify any events or changes in circumstances providing indication of impairment.

Impairment of goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. Examples of such events and circumstances that the company considers include the following:

•Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;

•Industry and market considerations such as a deterioration in the environment in which the company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the company's products or services, or a regulatory or political development;

•Cost factors such as increases in inventory, labor, or other costs that have a negative effect on earnings and cash flows;

•Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;

•Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation;

•Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and

•A sustained decrease in share price (considered in both absolute terms and relative to peers).

In order to determine that the value of goodwill may have been impaired, the Company applies the guidance in FASB ASU 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment, which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. The Company performs the Step Zero assessment to determine that it was more-likely-than-not if the reporting unit’s carrying value is less than the fair value, indicating the potential for goodwill impairment. A number of factors, including historical results, business plans, forecasts, market data, and a reasonable control premium are used to determine the fair value of the reporting unit. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.

The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable.

During the three months ended June 30, 2023, the Company identified one event included in the list above as a risk indicator for goodwill impairment, which was a decline in the Company's share price negatively affecting the Company's market capitalization. The Company concluded the decline in stock price was a triggering event to perform an interim quantitative goodwill impairment test, as of June 30, 2023, specific to the stock price decline and resulting market capitalization of the Company. As the sole risk to the value of goodwill was the stock price, the Company concluded it most appropriate to apply a market approach. The results of the Company’s interim test for impairment as of June 30, 2023, utilizing a market approach, indicated that the reporting unit's fair value fell below the carrying value. Based on the results of the goodwill impairment procedures, the Company recorded a $307.6 million goodwill impairment for the single reporting unit in the second quarter of 2023.

When the Company employs the market approach in its goodwill impairment testing, the Company estimates the fair value based upon multiples of comparable public companies. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, as well as assessing comparable market multiples in estimating the fair value of the reporting unit.

For the Company's 2023 annual impairment test, the Company performed a Step Zero assessment reviewing the factors listed above, including but not limited to historical results, business plans, forecasts, market data, and a reasonable control premium.

Other than the event that existed and was isolated to the three months ending June 30, 2023 as outlined above, as of December 31, 2023, the Company did not identify any events or changes in circumstances that would indicate the carrying amount of goodwill may be impaired. The Company did not identify any impairment of its goodwill during the years ended December 31, 2022 or 2021.

Discontinued Operations

The Company classifies a component of an entity that has been or is to be disposed of, either by sale, abandonment, or other means, as discontinued operations when it represents a strategic shift in the Company's operations. A component of an entity is identified as operations and cash flows that can be clearly distinguished, operationally and financially, from the rest of the entity.

Critical Accounting Estimates and Judgments

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in our consolidated financial statements, include, but are not limited to, inventory; accounting for acquisitions and business combinations; income taxes; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; fair value of financial instruments; share-based payment arrangements; and commitments and contingencies. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

Recently Issued Accounting Pronouncements

Recent accounting pronouncements, other than those below, issued by the FASB did not or are not believed by management to have a material effect on the Company’s present or future financial statements or disclosures.

ASU 2023-07 In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is also permitted. This ASU will result in additional required disclosures when adopted, where applicable.

ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures.

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Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

NOTE 4. ACQUISITIONS

(a)Formula 420 Cannabis LLC

On December 22, 2022, the Company acquired 100% of the membership interests of Formula 420 Cannabis LLC ("Formula 420") the holder of an Arizona adult-use license that became operational in October 2022. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Formula 420 did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. The Company had previously consolidated the entity as a VIE as it was determined the Company exercised control of the entity and was the primary beneficiary although it previously owned no equity interests due to a master service agreement. In accordance with Topic 810, Consolidation, the Company accounted for the change in a consolidated subsidiaries ownership interest as an equity transaction. Therefore, the total consideration was determined to be $5.5 million which consisted of a note payable. See Note 11. Notes Payable for further details. Nominal transaction costs were incurred in relation to this acquisition.

(b)Greenhouse Wellness WV Dispensaries, LLC

On April 26, 2022, the Company acquired 100% of the membership interests of Greenhouse Wellness WV Dispensaries, LLC (“Greenhouse WV”), the holder of a West Virginia dispensary permit and a lease for a not yet operating dispensary location. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Greenhouse WV did not meet the definition of a business as Greenhouse WV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the transaction has been accounted for as an asset acquisition whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $0.3 million consisting of cash.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	281
Fair value of consideration exchanged	$	281
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - operating	$	170
Intangible asset	270
Favorable lease interest	11
Operating lease liabilities	(170)
Total net assets acquired	$	281

The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life and a favorable lease interest which was fully amortized in the period of acquisition due to useful life and materiality considerations.

(c)Watkins Cultivation Operation

On February 14, 2022, the Company acquired a cultivation operation from CP4 Group, LLC, in Phoenix, Arizona ("Watkins Cultivation Operation" or "Watkins"). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Watkins met the definition of a business as Watkins is an existing cultivation facility with inputs, processes, and outputs in place that constitute a business under Topic 805. As a result, the acquisition of Watkins has been accounted for as a business combination. Goodwill represents the amount the Company paid over the fair value of the net identifiable tangible assets acquired. The primary reason for the acquisition was to expand the Company's cultivation capacity in Arizona. The goodwill of $24.5 million arising from the acquisition primarily consists of the economies of scale expected from a vertical cannabis market in Arizona. Total consideration was $27.5 million paid in cash. An additional $22.5 million was paid into escrow for four potential earnouts. The earnouts were based on the completion of certain milestones and contingent on the continued employment of the key employee shareholders ("Key Employees") of Watkins. As the earnouts were contingent on the continued employment of the Key Employees, any amounts earned are compensation for post-combination services.

The Company accrues the compensation cost for each earnout as it becomes probable and estimable and over the most probable period of continued employment required for the specific earnouts. During the year ended December 31, 2022, the Company concluded that attainment of any of the four potential earnouts was no longer probable or estimable and reversed all existing accruals.

The Company incurred $0.2 million of transaction costs related to the acquisition of Watkins. These costs were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations for the quarter ended March 31, 2022. No additional transaction costs have been incurred.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed:

Consideration	(in thousands)
Cash	$	27,500
Fair value of consideration exchanged	$	27,500
Recognized amounts of identifiable assets acquired and liabilities assumed:
Inventories	$	2,266
Property and equipment	692
Right of use asset - operating	4,737
Goodwill	24,542
Operating lease liability	(4,737)
Total net assets acquired	$	27,500

(d) Purplemed Healing Center

On December 28, 2021, the Company acquired 100% of certain assets of Purplemed Healing Center ("Purplemed") including the Medical Marijuana Dispensary License issued by the Arizona Department of Health Services ("ADHS") and the Marijuana Establishment License issued by the ADHS which collectively serve as the Purplemed license providing the ability to operate a marijuana retail sales dispensary as well as the assumption of the associated lease. The Company also acquired the right to operate an additional offsite cultivation business under the Arizona Adult Use Marijuana Act, and the option to purchase full ownership and management of Greenmed, Inc., the Greenmed license, and the Greenmed dispensary. As part of the transaction, the Company assumed the Purplemed loyalty program.

The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Purplemed did not meet the definition of a business as Purplemed did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Purplemed has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. The total consideration was $15.0 million consisting of cash. The acquisition provided for indemnity for pre-closing liabilities. Accordingly, the Company recognized an indemnification asset of $0.5 million offset the by associated liabilities based on the information that was available at the date of the acquisition, which is included in the net assets acquired.

The net assets were acquired for an aggregate purchase price of $15.0 million.

Consideration:	(in thousands)
Cash	$	15,000
Transaction costs	12
Fair value of consideration exchanged	$	15,012
Recognized amounts of identifiable assets acquired and liabilities assumed:
Prepaid expenses and other current assets	$	531
Right of use asset - operating	271
Intangible asset	15,076
Other current liabilities	(531)
Deferred revenue	(109)
Operating lease liabilities	(226)
Total net assets acquired	$	15,012

The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(e) Harvest Health & Recreation Inc.

On October 1, 2021, (the “Closing Date”), the Company acquired 100% of the common shares of Harvest Health & Recreation, Inc. (“Harvest”) and its portion of variable interest entities in exchange for Subordinate Voting Shares of the Company (the “Harvest Transaction”).

Harvest was one of the largest multi-state vertically integrated operators in the cannabis industry in the United States operating from “seed to sale". Harvest operated facilities or provides services to cannabis dispensaries in Arizona, California, Colorado, Florida, Maryland, Nevada, and Pennsylvania, with two provisional licenses in Massachusetts. In addition, Harvest owned CO2 extraction, distillation, purification, and manufacturing technology used to produce a line of cannabis topicals, vapes, and gems featuring cannabinoids.

Total consideration was $1.4 billion consisting of Trulieve Subordinate Voting Shares (“Trulieve Shares”) with a fair value of $1.37 billion, stock options, equity classified warrants, restricted stock units, and other outstanding equity instruments with a fair value of $18.4 million, and warrant liabilities convertible into equity with a fair value of $3.1 million at the time of the Harvest Transaction. The Company incurred $13.0 million in transaction costs related to the acquisition of Harvest. These costs were expensed as incurred and are included in general and administrative expenses within the consolidated statements of operations for the year ended December 31, 2021. No additional transaction costs have been incurred.

The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The primary reason for the acquisition was to expand the Company’s retail and cultivation footprint and gain access to new markets. The goodwill of $663.7 million arising from the acquisition primarily consists of the synergies and economies of scale expected from combining the operations of Trulieve and Harvest including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

During the third quarter of 2022, the Company finalized the accounting for non-controlling interests on the acquired entities, which resulted in a measurement period adjustment increasing non-controlling interests and goodwill by $1.6 million.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Trulieve Subordinated Voting Shares	$	1,369,024
Fair value of other equity instruments	18,394
Fair value of warrants classified as liabilities	3,103
Fair value of consideration exchanged	$	1,390,521
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	85,318
Restricted cash	3,072
Accounts receivable	3,645
Inventories	92,537
Prepaid expenses and other current assets	100,129
Notes receivable	9,805
Property and equipment	191,801
Right of use assets - operating	73,476
Intangible assets:
Dispensary license	946,000
Trademarks	27,430
Customer relationships	3,500
Other assets	5,289
Accounts payable and accrued liabilities	(58,887)
Income tax payable	(24,863)
Deferred revenue	(4,523)
Operating lease liabilities	(76,558)
Contingencies	(26,599)
Notes payable	(285,238)
Construction finance liabilities	(79,683)
Other long-term liabilities	(1,085)
Deferred tax liabilities	(253,986)
	$	730,580
Non-controlling interest	$	(3,734)
Goodwill	663,675
Total net assets acquired	$	1,390,521

The above table includes the discontinued operations of Nevada.

The acquired intangible assets include dispensary licenses which are treated as definite-lived intangible assets amortized over a 15-year useful life, tradenames amortized over a one-to-five-year useful life, and customer relationships amortized over a one-year period.

On acquisition date there was consideration in the form of 1,266,641 stock options (as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards is $6.2 million. There was consideration in the form of 1,011,095 warrants (1,009,416 equity classified Subordinate Voting Shares ("SVS") warrants and 1,679 liability classified Multiple Voting Share ("MVS") warrants, as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards is $7.7 million with $4.6 million representing the equity classified warrants and $3.1 million representing the liability classified warrants. There was consideration in the form of restricted stock units that had been issued before the acquisition date to non-employees of Harvest which vested for services performed pre-combination representing 18,297 SVS. The pre-combination fair value of these awards is $0.5 million. There was additional consideration in the form of other outstanding equity instruments issued before the acquisition date to non-employees which had a pre-combination fair value of $7.1 million.

As part of the acquisition, Harvest entered into a sale agreement to sell their Florida cannabis license for $55.0 million where Trulieve was legally prohibited from holding this license and the sale occurred simultaneously with the Harvest Transaction. Therefore, a $55.0 million receivable for the sale proceeds was acquired. The funds were received subsequent to the closing of the Harvest Transaction on October 1, 2021.

Supplemental pro forma information (unaudited)

The unaudited pro forma information for the periods set forth below gives effect to the acquisition of Harvest Health and Recreation, Inc, as if the acquisition had occurred on January 1, 2021. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results.

Proforma revenues and proforma net loss attributable to common shareholders for the year ended December 31, 2021 were $1,232.2 million and $8.0 million, respectively.

Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections. The above unaudited supplemental pro formas include the results of operations which have subsequently been discontinued.

(f) Anna Holdings, LLC

On July 8, 2021, the Company acquired 100% of the membership interests of Anna Holdings, LLC, the sole member of Chamounix Ventures, LLC which holds a permit to operate dispensaries under Keystone Shops (“Keystone Shops”) with locations in Philadelphia, Devon, and King of Prussia, Pennsylvania. Total consideration was $55.6 million consisting of $20.3 million in cash, inclusive of net working capital adjustments, and 1,009,336 in Trulieve Shares with a fair value of $35.4 million. The agreement provides 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 acquisition or as of December 31, 2023 based on the likelihood of approval of laws allowing for adult-use cannabis in Pennsylvania. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	20,251
Shares issued upon acquisition	35,385
Fair value of consideration exchanged	$	55,636
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	500
Prepaid expenses and other current assets	240
Inventories	1,766
Property and equipment	1,144
Right of use asset - finance	1,340
Intangible assets:
Dispensary license	27,000
Tradename	100
Favorable leasehold interests	86
Goodwill	39,703
Other assets	40
Accounts payable and accrued liabilities	(878)
Income tax payable	(2,892)
Operating lease liabilities	(1,340)
Other long-term liabilities	(2,179)
Deferred tax liabilities	(8,994)
Total net assets acquired	$	55,636

The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life, as well as tradename and net favorable leasehold interests which were fully amortized in the period of acquisition due to useful life and materiality considerations.

(g) Nature's Remedy of Massachusetts, Inc.

On June 30, 2021, the Company completed an asset purchase agreement whereby Trulieve acquired a licensed, but not yet operating, adult-use dispensary location from Nature’s Remedy of Massachusetts, Inc. (“Nature’s Remedy”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Nature’s Remedy did not meet the definition of a business as Nature’s Remedy did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Nature’s Remedy has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $16.2 million consisting of $7.0 million in cash and 237,881 in Trulieve Shares with a fair value of $9.1 million and less than $0.1 million in transaction costs.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	7,000
Shares issued upon acquisition	9,139
Transaction costs	23
Fair value of consideration exchanged	$	16,162
Recognized amounts of identifiable assets acquired and liabilities assumed:
Prepaid expenses and other current assets	$	12
Property and equipment	1,006
Right of use asset - finance	799
Intangible asset	15,274
Accounts payable and accrued liabilities	(335)
Finance lease liabilities	(594)
Total net assets acquired	$	16,162

The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(h) Patient Centric of Martha’s Vineyard Ltd.

On July 2, 2021, the Company acquired certain assets of Patient Centric of Martha’s Vineyard (“PCMV”) including the rights to a Provisional Marijuana Retailers License from the Massachusetts Cannabis Control Commission, the right to exercise an option held by PCMV to lease real property in Framingham, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Total consideration was 258,383 in Trulieve Shares, of which 10,879 are subject to a holdback for six months as security for any indemnity claims by the Company under the asset purchase agreement. The fair value of the equity exchange was $10.0 million. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining PCMV did not meet the definition of a business as PCMV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of PCMV has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values.

Consideration:	(in thousands)
Shares issued upon acquisition	$	10,012
Transaction costs	18
Fair value of consideration exchanged	$	10,030
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - finance	$	1,756
Intangible asset	10,594
Finance lease liabilities	(2,320)
Total net assets acquired	$	10,030

The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(i) Solevo Wellness West Virginia, LLC

On June 8, 2021, the Company acquired 100% of the membership interests of Solevo Wellness West Virginia, LLC (“Solevo WV”) which holds three West Virginia dispensary licenses. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Solevo WV did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. Total consideration was $0.8 million consisting of $0.2 million in cash, 11,658 in Trulieve Shares with a fair value of $0.4 million, $0.1 million in debt forgiveness and less than $0.1 million in transaction costs. The consideration of $0.8 million was allocated to acquired assets of $0.8 million, which are treated as definite-lived intangible assets amortized over a 15-year useful life.

(j) Mountaineer Holding, LLC

On May 6, 2021, the Company acquired 100% of the membership interests of Mountaineer Holding LLC (“Mountaineer”) which holds a cultivation permit and two dispensary permits in West Virginia. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Mountaineer did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. Total consideration was $5.5 million, consisting of $3.0 million in cash and 60,342 in Trulieve Shares with a fair value of $2.5 million. The consideration of $5.5 million has been allocated to the $5.5 million of acquired assets which are treated as definite-lived intangible assets and amortized over a 15-year useful life.

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Accounts Receivable

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Accounts Receivable

NOTE 5. ACCOUNTS RECEIVABLE

Accounts receivable, net consisted of the following as of December 31:

	2023		2022
	(in thousands)
Trade receivables	$	10,420	$	8,482
Less: allowance for credit losses	(3,717)		(1,975)
Accounts receivable, net	$	6,703	$	6,507

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Notes Receivable

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Notes Receivable

NOTE 6. NOTES RECEIVABLE

The Company's notes receivable, net totaled $13.7 million and $12.7 million as of December 31, 2023 and 2022, respectively, which are reported as notes receivable - current portion and notes receivable, net on the Company's consolidated balance sheets. The notes receivable are secured by certain assets. The weighted average effective interest rates were 8.05% and 8.31% as of December 31, 2023 and 2022, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Company recorded interest income of $1.2 million, $1.3 million, and $0.2 million, respectively, in interest income on the consolidated statements of operations. The Company had accrued interest receivable of $0.1 million and $0.1 million as of December 31, 2023 and 2022, respectively, in other current assets on the consolidated balance sheets.

Stated maturities of the notes receivable, net are as follows as of December 31, 2023:

Year Ending December 31,	Expected principal payments
	(in thousands)
2024	$	6,233
2025	6,943
2026	75
2027	75
2028	75
Thereafter	300
Total notes receivable	13,701
Less: discount on notes receivable	(45)
Less: current portion of notes receivable	(6,233)
Notes receivable, net	$	7,423

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Inventories

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventories

NOTE 7. INVENTORIES

Inventories are comprised of the following items as of December 31:

	2023		2022
	(in thousands)
Raw material
Cannabis plants	$	21,429	$	21,523
Packaging and supplies	36,472		49,650
Total raw material	57,901		71,173
Work in process	104,428		158,448
Finished goods - unmedicated	6,516		7,323
Finished goods - medicated	44,275		39,561
Total inventories	$	213,120	$	276,505

During the years ended December 31, 2023, 2022, and 2021, the Company recorded adjustments to the valuation of inventory of $4.4 million, $6.3 million, and $0.8 million, respectively, which are recorded to cost of goods sold within the consolidated statements of operations.

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Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

NOTE 8. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following as of December 31:

	2023		2022
	(in thousands)
Land	$	26,699	$	38,485
Buildings and improvements	528,173		497,493
Furniture and equipment	292,128		277,164
Vehicles	814		839
Construction in progress	28,023		55,145
Total property and equipment, gross	875,837		869,126
Less: accumulated depreciation	(199,485)		(125,866)
Total property and equipment, net	$	676,352	$	743,260

The Company incurred the following related to property and equipment for the year ended December 31:

	Location on the consolidated statements of operations	2023		2022		2021
		(in thousands)
Capitalized interest	Interest expense	$	(148)	$	4,728	$	9,231
Depreciation expense	Cost of goods sold	55,114		44,383		19,924
Depreciation expense	Depreciation and amortization	21,004		26,216		11,944
Loss on impairment	Impairments and disposals of long-lived assets, net	$	2,712	$	1,294	$	—
Loss on disposal	Impairments and disposals of long-lived assets, net	5,320		54,509		1,732
Gain on sale	Impairments and disposals of long-lived assets, net	(251)		(654)		—

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Intangible Assets & Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets & Goodwill

NOTE 9. INTANGIBLE ASSETS & GOODWILL

Intangibles

The Company's definite-lived intangible assets consisted of the following as of December 31:

	2023						2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in thousands)
Licenses	$	1,046,544	$	159,084	$	887,460	$	1,044,161	$	89,367	$	954,794
Trademarks	27,430		17,609		9,821		27,430		12,530		14,900
Internal use software	26,947		7,520		19,427		16,528		3,065		13,463
Tradenames	4,861		4,461		400		4,862		3,506		1,356
Customer relationships	3,535		3,452		83		3,536		3,252		284
Total	$	1,109,317	$	192,126	$	917,191	$	1,096,517	$	111,720	$	984,797

Amortization expense was $80.4 million, $81.7 million, and $27.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company recorded a gain on sale of intangible assets of $3.0 million, which is recorded to impairment and disposal of long-lived assets, net on the consolidated statements of operations for the year ended December 31, 2023.

The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2023:

Year Ending December 31,	Estimated amortization
	(in thousands)
2024	$	81,597
2025	78,197
2026	75,213
2027	72,712
2028	69,056
Thereafter	540,416
Total	$	917,191

As of December 31, 2023, the weighted average amortization period remaining on our intangible assets was 12.4 years.

Goodwill

Goodwill consisted of the following:

	(in thousands)
As of December 31, 2021	$	765,358
Acquisition of Watkins Cultivation Operations	24,542
Measurement period adjustment of Harvest Health and Recreation, Inc.	1,595
As of December 31, 2022	$	791,495
Impairment June 2023 (1)	(307,590)
As of December 31, 2023	$	483,905

(1) See Note 3. Summary Of Significant Accounting Policies for further details.

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Held for Sale

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Held for Sale

NOTE 10. HELD FOR SALE

Held for sale assets primarily consist of property and equipment and are recorded in other current assets on the consolidated balance sheets. The following table shows the activity of the Company's assets held for sale:

	(in thousands)
Held for sale assets, net as of December 31, 2022	$	14,521
Assets moved to held for sale	18,694
Non-cash settlement	(2,481)
Impairments	(2,810)
Assets sold	(12,344)
Held for sale assets, net as of December 31, 2023	$	15,580
Held for sale liabilities as of December 31, 2022	$	—
Liabilities moved to held for sale	(1,997)
Liabilities settled associated with held for sale assets	1,997
Held for sale liabilities as of December 31, 2023	$	—

During the years ended December 31, 2023, 2022, and 2021, the Company recorded a loss on the impairment and disposal of held for sale assets of $3.8 million, $8.6 million, and zero, respectively, which is recorded to impairment and disposal of long-lived assets, net on the consolidated statements of operations.

NOTE 19. DISCONTINUED OPERATIONS

Discontinued operations consist of our Massachusetts and Nevada operations. The assets and liabilities associated with discontinued operations consisted of the following as of December 31:

	2023		2022
	(in thousands)
Assets associated with discontinued operations
Cash	$	301	$	5,702
Accounts receivable, net	841		2,936
Inventories	—		21,310
Income tax receivable	—		2,299
Prepaid expenses	816		1,475
Other current assets	—		11
Deferred tax asset	—		766
Property and equipment, net	—		53,687
Right of use assets - operating, net	—		2,453
Right of use assets - finance, net	—		5,736
Intangible assets, net	—		27,849
Other assets	2,010		2,638
Total assets associated with discontinued operations	$	3,968	$	126,862
Liabilities associated with discontinued operations
Accounts payable and accrued liabilities	$	530	$	1,617
Deferred revenue	—		109
Operating lease liabilities - current portion	165		146
Finance lease liabilities - current portion	291		456
Construction finance liability - current portion	2,003		—
Operating lease liabilities	15,332		17,108
Finance lease liabilities	2,048		5,890
Construction finance liability	24,167		45,217
Other long-term liabilities	6		155
Total liabilities associated with discontinued operations	$	44,542	$	70,698

The following table summarizes the Company's loss from discontinued operations for the years ended December 31. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation.

	2023		2022		2021
	(in thousands)
Revenue	$	10,590	$	24,634	$	6,451
Cost of goods sold	29,843		37,897		6,895
Gross margin	(19,253)		(13,263)		(444)
Expenses:
Operating expenses	7,522		13,821		6,661
Impairment and disposal of long-lived assets, net	69,480		49,130		—
Total Expenses	77,002		62,951		6,661
Loss from operations	(96,255)		(76,214)		(7,105)
Other (expense) income:
Other expense, net	(5,087)		(6,118)		(5,636)
Total other expense, net	(5,087)		(6,118)		(5,636)
Loss before provision for income taxes	(101,342)		(82,332)		(12,741)
Income tax (benefit) provision	(4,101)		(12,223)		339
Net loss from discontinued operations, net of taxes	(97,241)		(70,109)		(13,080)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)		(2,669)		—
Net loss from discontinued operations excluding non-controlling interest	$	(96,048)	$	(67,440)	$	(13,080)

Other expense, net primarily consists of interest expense on the construction finance liability and operating lease liabilities associated with our discontinued operations.

The consolidated statements of cash flows includes continuing operations and discontinued operations. The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, loss on impairment of long-lived assets, and capital expenditures of discontinued operations for the years ended December 31:

	2023		2022		2021
	(in thousands)
Depreciation and amortization	$	3,798	$	10,787	$	5,228
Purchases of property and equipment	67		844		57,479
Loss on impairment and disposal of long-lived assets	69,480		49,130		69
Other noncash investing and financing activities
Noncash partial extinguishment of construction finance liability	$	18,486	$	—	$	—

As a result of our exit from the Massachusetts market during the second quarter of 2023, the Company performed a lease term reassessment for the Holyoke failed sale-leaseback financing arrangement due to lease renewals previously included in the lease term being excluded as of the Massachusetts exit. The Company concluded the failed sale-leaseback accounting conclusion is maintained. The Company recognized a gain on partial extinguishment of $18.5 million as a result of the lease term reassessment, which was recorded to net loss from discontinued operations, net of taxes.

Future minimum lease payments for the construction finance liability associated with discontinued operations as of December 31, 2023, are as follows:

Year Ending December 31,	(in thousands)
2024	$	5,455
2025	5,619
2026	5,788
2027	5,961
2028	6,140
Thereafter	12,287
Total future payments	41,250
Less: Interest	(15,080)
Total present value of minimum payments	26,170
Construction finance liabilities - current portion	(2,003)
Construction finance liabilities	$	24,167

During the year ended December 31, 2022, the Company exited Nevada and recorded a loss on disposal of operating right of use assets of $14.0 million, which was recorded in net loss from discontinued operations on the consolidated statements of operations.

Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	1,739	$	494
2025	1,798		509
2026	1,859		476
2027	1,922		377
2028	1,979		389
Thereafter	23,503		835
Total undiscounted lease liabilities	32,800		3,080
Less: Interest	(17,303)		(741)
Total present value of minimum lease payments	15,497		2,339
Lease liabilities - current portion	165		291
Lease liabilities	$	15,332	$	2,048

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Notes Payable

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Notes Payable

NOTE 11. NOTES PAYABLE

Notes payable consisted of the following as of December 31:

	2023		2022		Stated Interest Rate		Effective Interest Rate	Maturity Date	Net Book Value of Collateral
	(in thousands)
Mortgage Notes Payable
Notes dated December 21, 2022 (1)	$	70,046	$	71,500	7.53%	(7)	7.86%	1/1/2028	$	166,932
Notes dated December 22, 2023 (2)	25,000		—		8.31%	(7)	8.48%	12/31/2028	59,677
Notes dated December 22, 2022 (3)	18,470		18,900		7.30%	(7)	7.38%	12/22/2032	9,017
Notes dated October 1, 2021 (4)	5,645		6,095		8.14%	(7)	8.29%	10/1/2027	11,860
Total mortgage notes payable	119,161		96,495
Promissory Notes Payable
Notes dated December 22, 2022 (5)	—		5,500		10.00%	(7)	10.00%	12/22/2023
Notes acquired in Harvest Acquisition in October 2021 (6)	1,707		5,338		(6)	(7)	(6)	(6)
Note of consolidated variable-interest entity dated February 1, 2022	885		1,200		8.00%	(7)	8.00%	12/31/2025
Total promissory notes payable	2,592		12,038
Total notes payable	121,753		108,533
Less: debt discount	(2,139)		(1,833)
Less: current portion of notes payable	(3,759)		(12,453)
Notes payable, net	$	115,855	$	94,247

(1)In connection with the closing of these four notes, the Company entered into an interest rate swap to fix the interest rate at 7.53% for the term of the notes. See Note 24. Financial Instruments for further details. These promissory notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commenced on September 30, 2023 with semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2022. In May 2023, the Company amended the terms of the agreement with respect to the covenant requirements, excluding balloon payments from certain covenant calculations.

(2)This mortgage note payable contains customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commence on June 30, 2024 with quarterly or semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2023.

(3)This mortgage note payable bears stated interest rate until December 21, 2027 and thereafter, interest will accrue at a rate equal to the five-year treasury rate in effect as of December 12, 2027 plus 3.50%. The promissory note contains customary restrictive covenants pertaining to our operations, including, among other things, limitations on the amount of debt and subsidiary debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, among other things, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, covenant to liquidity and debt principal test, and a global debt service coverage ratio.

(4)On November 15, 2022, the Company closed on the refinancing of our mortgage notes payable dated October 1, 2021 to extend the maturity date by five years and fix the interest rate at 8.14%. In the first quarter of 2023, the Company reclassified the collateralized assets to held for sale as part of its continued efforts to optimize assets and resources in the markets the Company serves. The Company expects to sell the assets, which primarily consist of property and equipment, within the near-term.

(5)Promissory note is secured by the acquired membership interest in Formula 420 Cannabis LLC. See Note 4. Acquisitions for further details.

(6)Seven promissory notes were acquired during the year ending December 31, 2021. Interest rates range from 0.00% to 7.50%, with a weighted average interest rate of 6.60% as of December 31, 2023. Maturity dates range from October 4, 2024 to October 24, 2026.

(7)Interest payments are due monthly.

Interest expense incurred on notes payable is recorded to interest expense, net on the consolidated statements of operations. Interest expense was $8.4 million, $1.0 million, and $1.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, and included accretion expense of $0.3 million, $0.1 million, and $0.1 million, for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company's notes payable described above are subordinated to the private placement notes. See Note 12. Private Placement Notes for further details.

As of December 31, 2023, stated maturities of notes payables are as follows:

Year Ending December 31,	(in thousands)
2024	$	3,751
2025	4,331
2026	4,655
2027	70,034
2028	23,199
Thereafter	15,783
Total	$	121,753

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Private Placement Notes

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Private Placement Notes

NOTE 12. PRIVATE PLACEMENT NOTES

June and November Notes

In 2019, the Company completed two private placement notes (the “June Notes" and the “November Notes”), each comprised of 5-year senior secured promissory notes with a face value of $70.0 million and $60.0 million, respectively. The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares at a price of $13.47 ("June Warrants") and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares at a price of $980 per Unit, with each unit consisting of one Note issued in Denominations of $1,000 and 26 warrants ("November Warrants"), which can be exercised for approximately three years after closing (collectively the "Public Warrants"). The remaining outstanding Public Warrants expired in June 2022.

On December 1, 2023, the Company completed an early redemption of our private placement notes, both of the "June Notes" and the "November Notes", with a cash payment of $130.0 million, excluding accrued interest, which represented a redemption price of 100% of the principal amounts outstanding for both "Notes". The Company recorded a loss on extinguishment of $2.4 million representing the difference between the reacquisition price and the net carrying amount of the debt as of extinguishment.

2026 Notes

On October 6, 2021, the Company closed its private placement of 8% Senior Secured Notes (the "2026 Notes - Tranche One") for aggregate gross proceeds of $350.0 million and net proceeds of $342.6 million. The Company used a portion of the net proceeds to repay certain outstanding acquired indebtedness and used the remaining net proceeds for capital expenditures and other general corporate purposes. On January 28, 2022, the Company closed on a second tranche private placement of 8% Senior Secured Notes (the "2026 Notes - Tranche Two") for aggregate gross proceeds of $76.9 million and net proceeds of $75.6 million. The Company used the net proceeds for capital expenditures and other general corporate purposes. The notes may be redeemed in whole or in part, at the Company's option, at any time, on or after October 6, 2023, at the applicable redemption price. These notes are collectively referred to as the "2026 Notes".

During the third quarter of 2023, the Company made an open market repurchase of its private placement notes, "2026 Notes - Tranche One", that resulted in the extinguishment of $57.0 million in principal at a discount of 16.5%. Cash consideration paid to repurchase the principal amount outstanding, excluding accrued interest, totaled $47.6 million, and the Company recognized a gain of $8.2 million on the extinguishment of debt.

Private placement notes payable consisted of the following as of December 31:

	2023		2022		Stated Interest Rate	Effective Interest Rate	Maturity Date
	(in thousands)
2026 Notes - Tranche One	$	293,000	$	350,000	8.00%	8.52%	10/6/2026
2026 Notes - Tranche Two	75,000		75,000		8.00%	8.43%	10/6/2026
June Notes	—		70,000		9.75%	13.32%	6/11/2024
November Notes	—		60,000		9.75%	13.43%	6/11/2024
Total private placement notes	368,000		555,000
Less: Unamortized debt discount and issuance costs	(4,785)		(13,336)
Less: current portion of private placement notes, net	—		—
Private placement notes, net	$	363,215	$	541,664

The fair value of the private placement notes was $310.5 million as of December 31, 2023.

The private placement notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements and a fixed charge ratio coverage, measured from time to time when certain conditions are met.

Interest expense incurred on private placement notes is recorded to interest expense, net on the consolidated statements of operations. Interest expense was $49.7 million, $52.0 million, and $22.2 million for the years ended December 31, 2023, 2022, and 2021, respectively, and included accretion expense of $5.3 million, $5.2 million, and $3.5 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Stated maturities of the principal portion of private placement notes outstanding as of December 31, 2023 are as follows:

Year	(in thousands)
2026	368,000
Total private placement notes	$	368,000

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Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

NOTE 13. LEASES

The following table provides the components of lease cost for the year ended December 31:

	Location on the consolidated statements of operations	2023		2022		2021
		(in thousands)
Operating lease cost	Cost of goods sold, sales and marketing, general and administrative	$	20,291	$	20,428	$	10,754
Finance lease cost:
Amortization of lease assets	Cost of goods sold, Deprecation and amortization	10,357		10,935		7,638
Interest on lease liabilities	Interest expense	6,449		6,549		4,385
Finance lease cost		16,806		17,484		12,023
Variable lease cost	Cost of goods sold, sales and marketing, general and administrative	9,766		7,887		6,013
Short term lease expense	Cost of goods sold, sales and marketing, general and administrative	406		751		334
Total lease cost (1)		$	47,269	$	46,550	$	29,124

(1) Total lease cost recorded in cost of goods sold on the consolidated statements of operations was $3.2 million, $4.0 million, and $3.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Company earned a nominal amount of sublease income which is recorded in other income, net on the consolidated statements of operations.

Other information related to operating and finance leases is as follows as of December 31:

	2023			2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,283		$	21,092
Operating cash flows from finance leases	$	6,483		$	6,542
Financing cash flows from finance leases	$	7,213		$	7,042
ASC 842 lease additions and modifications
Operating leases	$	14,016		$	19,920
Finance leases	$	1,021		$	25,909
Weighted average discount rate:
Operating leases	8.33		%	9.29		%
Finance leases	8.99		%	8.66		%
Weighted average remaining lease term (in years):
Operating leases	6.95			8.32
Finance leases	7.22			7.79

Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	19,713	$	13,635
2025	19,651		13,492
2026	18,872		12,915
2027	18,232		12,047
2028	17,399		11,439
Thereafter	58,317		33,412
Total undiscounted lease liabilities	152,184		96,940
Less: Interest	(49,881)		(27,627)
Total present value of minimum lease payments	102,303		69,313
Lease liabilities - current portion	(10,068)		(7,637)
Lease liabilities	$	92,235	$	61,676

The Company recorded a loss on disposal of right of use assets of $5.7 million, $17.8 million, and nominal for the years ended December 31, 2023, 2022 and 2021, respectively, resulting from the repositioning of assets, which was recorded in impairment and disposal of long-lived assets, net on the consolidated statements of operations.

Lease Guarantees

In accordance with ASC 460, Guarantees, the Company has determined that it meets the guarantor requirements under certain contractual agreements.

During the year ended December 31, 2023, the Company terminated a retail lease resulting in the Company being relieved of its primary obligation under this lease. As a result of the lease termination, a new tenant executed a new lease for the same property with the Company becoming secondarily liable. Nonperformance by the new tenant results in the Company becoming obligated to fulfill the lease conditions. The new lease has a term of approximately 6 years from December 31, 2023 with the Company serving as guarantor for an approximate term of 6 years. If the new tenant defaults on the lease obligations the Company becomes responsible for payment. The resulting maximum exposure includes $5.4 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining 6 years the Company is guarantor.

During the year ended December 31, 2023, the Company determined it was no longer the primary beneficiary of one of its variable interest entities. The Company guarantees two cannabis dispensary leases of the variable interest entity. Under both leases, nonperformance by the tenant results in the Company becoming obligated to fulfill the lease conditions. The leases have a term of approximately 7 and 8 years as of December 31, 2023, with the resulting maximum exposure estimated to be $5.5 million which includes $2.4 million and $3.1 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining terms the Company is guarantor, respectively.

During the year ended December 31, 2022, the Company terminated a cultivation lease resulting in the Company being relieved of its primary obligation under this lease. As a result of the lease termination, a new tenant executed a new lease for the same property with the Company becoming secondarily liable. Nonperformance by the new tenant results in the Company becoming obligated to fulfill the lease conditions. The new lease has a term of approximately 14 years from December 31, 2023 with the Company serving as guarantor for an approximate term of 10 years. If the new tenant defaults on the lease obligations the Company becomes responsible for payment. The resulting maximum exposure includes $11.7 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining 10 years the Company is guarantor.

Leases

NOTE 13. LEASES

The following table provides the components of lease cost for the year ended December 31:

	Location on the consolidated statements of operations	2023		2022		2021
		(in thousands)
Operating lease cost	Cost of goods sold, sales and marketing, general and administrative	$	20,291	$	20,428	$	10,754
Finance lease cost:
Amortization of lease assets	Cost of goods sold, Deprecation and amortization	10,357		10,935		7,638
Interest on lease liabilities	Interest expense	6,449		6,549		4,385
Finance lease cost		16,806		17,484		12,023
Variable lease cost	Cost of goods sold, sales and marketing, general and administrative	9,766		7,887		6,013
Short term lease expense	Cost of goods sold, sales and marketing, general and administrative	406		751		334
Total lease cost (1)		$	47,269	$	46,550	$	29,124

(1) Total lease cost recorded in cost of goods sold on the consolidated statements of operations was $3.2 million, $4.0 million, and $3.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Company earned a nominal amount of sublease income which is recorded in other income, net on the consolidated statements of operations.

Other information related to operating and finance leases is as follows as of December 31:

	2023			2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,283		$	21,092
Operating cash flows from finance leases	$	6,483		$	6,542
Financing cash flows from finance leases	$	7,213		$	7,042
ASC 842 lease additions and modifications
Operating leases	$	14,016		$	19,920
Finance leases	$	1,021		$	25,909
Weighted average discount rate:
Operating leases	8.33		%	9.29		%
Finance leases	8.99		%	8.66		%
Weighted average remaining lease term (in years):
Operating leases	6.95			8.32
Finance leases	7.22			7.79

Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	19,713	$	13,635
2025	19,651		13,492
2026	18,872		12,915
2027	18,232		12,047
2028	17,399		11,439
Thereafter	58,317		33,412
Total undiscounted lease liabilities	152,184		96,940
Less: Interest	(49,881)		(27,627)
Total present value of minimum lease payments	102,303		69,313
Lease liabilities - current portion	(10,068)		(7,637)
Lease liabilities	$	92,235	$	61,676

The Company recorded a loss on disposal of right of use assets of $5.7 million, $17.8 million, and nominal for the years ended December 31, 2023, 2022 and 2021, respectively, resulting from the repositioning of assets, which was recorded in impairment and disposal of long-lived assets, net on the consolidated statements of operations.

Lease Guarantees

In accordance with ASC 460, Guarantees, the Company has determined that it meets the guarantor requirements under certain contractual agreements.

During the year ended December 31, 2023, the Company terminated a retail lease resulting in the Company being relieved of its primary obligation under this lease. As a result of the lease termination, a new tenant executed a new lease for the same property with the Company becoming secondarily liable. Nonperformance by the new tenant results in the Company becoming obligated to fulfill the lease conditions. The new lease has a term of approximately 6 years from December 31, 2023 with the Company serving as guarantor for an approximate term of 6 years. If the new tenant defaults on the lease obligations the Company becomes responsible for payment. The resulting maximum exposure includes $5.4 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining 6 years the Company is guarantor.

During the year ended December 31, 2023, the Company determined it was no longer the primary beneficiary of one of its variable interest entities. The Company guarantees two cannabis dispensary leases of the variable interest entity. Under both leases, nonperformance by the tenant results in the Company becoming obligated to fulfill the lease conditions. The leases have a term of approximately 7 and 8 years as of December 31, 2023, with the resulting maximum exposure estimated to be $5.5 million which includes $2.4 million and $3.1 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining terms the Company is guarantor, respectively.

During the year ended December 31, 2022, the Company terminated a cultivation lease resulting in the Company being relieved of its primary obligation under this lease. As a result of the lease termination, a new tenant executed a new lease for the same property with the Company becoming secondarily liable. Nonperformance by the new tenant results in the Company becoming obligated to fulfill the lease conditions. The new lease has a term of approximately 14 years from December 31, 2023 with the Company serving as guarantor for an approximate term of 10 years. If the new tenant defaults on the lease obligations the Company becomes responsible for payment. The resulting maximum exposure includes $11.7 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining 10 years the Company is guarantor.

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Construction Finance Liabilities

12 Months Ended

Dec. 31, 2023

Construction Finance Liability [Abstract]

Construction Finance Liability

NOTE 14. CONSTRUCTION FINANCE LIABILITIES

As of December 31, 2023 and 2022, total construction finance liabilities were $138.1 million and $138.4 million, respectively. The contractual terms range from 10.0 years to 25.0 years with a weighted average remaining lease term of 16.8 years.

The Company recorded interest and accretion expense for the years ended December 31, 2023, 2022, and 2021 of $16.4 million, $15.9 million, and $7.8 million, respectively, which is included in interest expense, net on the consolidated statements of operations.

Future minimum lease payments for the construction finance liabilities as of December 31, 2023 are as follows:

Year Ending December 31,	(in thousands)
2024	$	17,043
2025	17,521
2026	18,013
2027	18,519
2028	19,039
Thereafter	283,385
Total future payments	373,520
Less: Interest	(235,395)
Total present value of minimum payments	138,125
Construction finance liabilities - current portion	(1,466)
Construction finance liabilities	$	136,659

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Share Capital

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Share Capital

NOTE 15. SHARE CAPITAL

The authorized share capital of the Company is comprised of the following:

(i)Unlimited number of 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 to one 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 and Super Voting Shares.

(ii)Unlimited number of 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 to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting shares for each Multiple Voting Share, subject to adjustment in certain events. 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 an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Super Voting Shares.

The Company's subordinate voting shares and multiple voting shares, as converted, are collectively referred to herein as common stock.

(iii)Unlimited number of Super Voting Shares

Holders of Super 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 Super Voting Shares are entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). Holders of Super Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted to Subordinate Voting Share basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend is to be declared or paid on the Super Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Multiple Voting Shares. The initial “Conversion Ratio” for the Super Voting Shares is one Multiple Voting Share for each Super Voting Share, subject to adjustment in certain events. There were no Super Voting Shares outstanding as of December 31, 2023 or 2022.

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Share Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share Based Compensation

NOTE 16. SHARE BASED COMPENSATION

Equity Incentive Plans

The Company’s 2021 Omnibus Incentive Plan, as Amended and Restated, (the “2021 Plan”) was adopted at the annual meeting of shareholders. The 2021 Plan reserves 14,000,000 Subordinate Voting Shares for issuance thereunder and replaced the Schyan Exploration Inc. Stock Option Plan (the “Prior Plan”). Awards previously granted under the Prior Plan remain subject to the terms of the Prior Plan. No further grants of awards shall be made under the Prior Plan. The Prior Plan is administered by the Board of Directors of the Company and the 2021 Plan is administered by the Compensation Committee of the Board of Directors.

Options

On July 25, 2023, under the 2021 Plan, the Board awarded options to purchase shares to board members, officers, and certain management employees of the Company. The options granted to board members immediately vested and all other options granted to employees vest over a three-year period.

On January 4, 2022 and February 24, 2022, under the 2021 Plan, the Board awarded options to purchase shares to board members, officers, and certain management employees of the Company. The options granted vest immediately for board members and all other options granted vest over a two-to three-year period.

In determining the amount of share-based compensation related to options issued, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions for the year-to-date periods ended December 31:

	2023	2022	2021
Fair value at grant date	$1.83 - $2.00	$8.39 - $11.01	$1.44 - $14.13
Expected term (in years)	3.30 - 3.97	3.5 - 4.5	3.20 - 6.20
Expected volatility	60.07% - 60.85%	51.81% - 52.87%	49.64% - 56.04%
Expected annual rate of dividends	0%	0%	0%
Risk free annual interest rate	4.34% - 4.53%	1.20% - 1.79%	0.16% - 1.15%

The following table summarizes the Company's stock option activity for the year ended December 31, 2023:

	Number of options	Weighted average exercise price		Weighted average remaining contractual life (Yrs.)	Aggregate intrinsic value
Outstanding options, beginning of year	3,177,815	$	25.96
Granted	1,754,817	3.99
Forfeited	(735,574)	20.48
Outstanding options, end of year	4,197,058	$	17.73	4.91	$	—
Vested and Exercisable options, end of year	3,248,599	$	21.34	3.87	$	—

The Company recorded share-based compensation for stock options as follows for the year ended December 31:

Statements of operations	2023		2022		2021
	(in thousands)
Cost of goods sold	$	66	$	172	$	662
General and administrative	3,344		8,157		5,722
Sales and marketing	59		243		1,089
Total share-based compensation expense	$	3,469	$	8,572	$	7,473

As of December 31, 2023, there was approximately $2.0 million of unrecognized compensation cost related to unvested stock option arrangements which is expected to be recognized over a weighted average service period of 0.78 years.

Restricted Stock Units

Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally vest ratably over a two-to-three-year period subject to continued employment through each anniversary.

On July 25, 2023, the Board awarded RSUs to board members, officers, and certain management employees of the Company. The RSUs vest over a 30-day period for board members and all other RSUs granted vest over a two-year period. The fair value of RSUs is determined on the grant date and is amortized over the vesting period.

On January 4, February 24, and March 31, 2022, the Board awarded RSUs to board members, officers, and certain management employees of the Company. The RSUs immediately vested for board members and all other RSUs granted vest over a two-year period.

The following table summarizes the Company's RSU activity for the year ended December 31, 2023:

Restricted Stock Unit Activity	Number of restricted stock units	Weighted-average grant date fair value
Unvested balance, beginning of year	720,707	$	22.36
Granted	2,955,177	3.99
Vested	(415,115)	23.06
Forfeited	(574,553)	6.03
Unvested balance, end of year	2,686,216	$	5.47

The weighted-average grant date fair value of RSUs granted was $21.51 and $25.45 for the years ended December 31, 2022, and 2021, respectively. The fair value of RSUs vested was $2.1 million, $1.6 million and $73.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company recorded share-based compensation for RSUs as follows for the year ended December 31:

Statements of operations	2023		2022		2021
	(in thousands)
Cost of goods sold	$	744	$	900	$	306
General and administrative	5,754		8,190		1,239
Sales and marketing	608		462		236
Total share based compensation expense	$	7,106	$	9,552	$	1,781

As of December 31, 2023, there was approximately $9.0 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average service period of 0.81 years.

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Earnings Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 17. EARNINGS PER SHARE

The following is a reconciliation for the calculation of basic and diluted earnings per share as of December 31:

	2023		2022		2021
Numerator:	(in thousands, except for per share data)
Continuing Operations
Net (loss) income from continuing operations	$	(435,895)	$	(182,618)	$	30,525
Less: net loss attributable to non-controlling interest	(5,147)		(3,994)		(587)
Net (loss) income from continuing operations available to common shareholders of Trulieve Cannabis Corp.	$	(430,748)	$	(178,624)	$	31,112
Discontinued Operations
Net loss from discontinued operations	$	(97,241)	$	(70,109)	$	(13,080)
Less: net loss attributable to non-controlling interest	(1,193)		(2,669)		—
Net loss from discontinued operations excluding non-controlling interest	$	(96,048)	$	(67,440)	$	(13,080)
Denominator:
Weighted average number of common shares outstanding	188,974,176		187,995,317		139,366,940
Dilutive effect of securities outstanding	—		—		7,390,346
Diluted weighted average number of common shares outstanding	188,974,176		187,995,317		146,757,286
Loss per share - Continuing Operations
Basic loss per share	$	(2.28)	$	(0.95)	$	0.22
Diluted loss per share	$	(2.28)	$	(0.95)	$	0.21
Loss per share - Discontinued Operations
Basic and diluted loss per share	$	(0.51)	$	(0.36)	$	(0.09)

Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of December 31:

	2023	2022	2021
Stock options	4,197,058	3,177,815	1,694,424
Restricted share units	2,686,216	720,707	—
Warrants	9,496	177,391	409,811

As of December 31, 2023, there were approximately 186.2 million issued and outstanding shares which excludes approximately 2.9 million fully vested RSUs which are not contractually issuable until 2024 and approximately 0.1 million fully vested RSUs which are not contractually issuable until the earlier of triggering event, as defined, or December 1, 2030.

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Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 18. INCOME TAXES

The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada) (the “ITA”) for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the United States.

The components of the income tax provision include the following for the year ended December 31:

	2023		2022		2021
	(in thousands)
Current:
Federal	$	121,722	$	141,582	$	141,684
State	46,808		38,633		29,677
Total current tax expense	$	168,530	$	180,215	$	171,361
Deferred:
Federal	$	(17,855)	$	(17,814)	$	(21,414)
State	(1,088)		793		(4,421)
Foreign	(1,191)		(1,461)		—
Total deferred tax expense	$	(20,134)	$	(18,482)	$	(25,835)
Change in valuation allowance	2,962		1,647		196
Total income tax expense	$	151,358	$	163,380	$	145,722

A reconciliation of the Federal statutory income tax rate percentage to the effective tax rate is as follows for the years ended December 31:

	2023			2022			2021
	(in thousands)
(Loss) income before income taxes	$	(284,537)		$	(19,238)		$	176,247
Federal statutory rate	21.0		%	21.0		%	21.0		%
Theoretical tax (benefit) provision	$	(59,753)		$	(4,040)		$	37,012
Effects of tax rates in foreign jurisdictions	$	15		$	16		$	—
State taxes	835			14,598			25,580
Changes in state tax rates	5,772			4,763			(912)
Uncertain tax position, inclusive of interest and penalties	130,481			146,702			77,783
Change in valuation allowance	2,962			1,647			196
Other	881			(4,793)			(1,000)
Tax effect of non-deductible expenses:
IRC Section 280E disallowance	—			—			6,798
Goodwill impairment	64,594			—			—
Stock compensation	1,170			169			95
Political contributions	4,401			4,318			170
Total non-deductible expenses	$	70,165		$	4,487		$	7,063
Total income tax provision	$	151,358		$	163,380		$	145,722
Effective tax rates	(53.2)		%	(849.3)		%	82.7		%

As of December 31, 2023 and December 31, 2022 the Company accrued interest and penalties on uncertain tax liabilities of $6.4 million and $3.5 million, respectively on the consolidated balance sheets.

Deferred income taxes consist of the following as of December 31:

	2023		2022
	(in thousands)
Deferred tax assets:
Lease liabilities	$	2,623	$	3,094
Finance liabilities	27,695		27,386
Net operating losses	10,098		6,596
Inventory reserves	4,667		1,665
Other deferred tax assets	759		1,421
Total deferred tax assets:	$	45,842	$	40,162
Deferred tax liabilities:
Right of use assets	$	(2,356)	$	(3,112)
Intangible assets	(221,743)		(236,353)
Property and equipment	(19,150)		(19,004)
Total deferred tax liabilities:	$	(243,249)	$	(258,469)
Valuation allowance	(9,557)		(6,596)
Net deferred tax liability	$	(206,964)	$	(224,903)

The IRS has taken the position that cannabis companies are subject to the limits of Internal Revenue Code ("IRC") Section 280E for U.S. federal income tax purposes, a position also held by state income tax regulators for all states in which the Company operates, planned to operate, or has discontinued operations, except for Arizona, California, Colorado, Connecticut, Maryland, Massachusetts, and New Jersey. Under the IRS's interpretation of IRC Section 280E, cannabis companies are only allowed to deduct expenses directly and indirectly related to the production of inventory. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

As of December 31, 2023 and December 31, 2022, the Company recorded an uncertain tax liability on the consolidated balance sheets for tax positions taken related to our inventory costs for tax purposes in our Florida and West Virginia dispensaries. During the year ended December 31, 2023, the Company also recorded an uncertain tax liability in uncertain tax positions on the consolidated balance sheets for tax positions taken based on legal interpretations that challenge the Company's tax liability under IRC Section 280E ("280E Position").

The Company believes it is reasonably possible that the unrecognized tax benefits will increase over the next 12 months as a result of receiving additional refunds related to the 280E Position. In January 2024, the Company received $50.3 million in refunds which will increase the unrecognized tax benefits by this amount. The Company is not able to reasonably estimate any additional increase.

A reconciliation of the beginning and ending amount of unrecognized tax benefits:

	2023		2022
	(in thousands)
Balance, January 1	$	41,781	$	44,850
Reductions based on lapse of statute of limitations	(1,053)		(4,228)
Additions based on tax positions related to the current year	152,313		—
Additions based on refunds requested but not received related to prior year	111,664		—
Additions based on refunds received related to prior years	62,391		—
Additions based on tax positions related to the prior year	175,666		1,159
Balance, December 31	$	542,762	41,781

A reconciliation of the beginning and ending amount of uncertain tax liabilities:

	2023		2022
	(in thousands)
Balance, January 1	$	19,459	$	6,665
Reductions based on lapse of statute of limitations	(1,053)		(4,228)
Additions based on tax positions related to the current year	139,914		2,017
Additions based on tax positions related to the prior year	113,815		12,887
Additions based on refunds received related to prior years	62,391		—
Reclass tax payment on account	(157,063)		—
Interest recorded in income tax expense, net of reversals (1)	3,150		(247)
Penalties recorded in income tax expense, net of reversals (1)	(263)		2,365
Balance, December 31 (2)	$	180,350	$	19,459

(1) Amounts represent the interest and penalties recorded on uncertain tax positions during the respective years which are recorded to the income tax provision on the consolidated statements of operations. Interest and penalties for the year ended December 31, 2021 was nominal.

(2) Of the $180.4 million of uncertain tax liabilities recorded as of December 31, 2023 in the table above, $152.1 million relate to our 280E Position.

Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the net operating loss carryforwards that may expire prior to their utilization has been recorded as of December 31, 2023.

As of December 31, 2023, the Company had $11.2 million of non-capital Canadian losses which expire from 2039 to 2043, $342.4 million of state net operating losses which expire from 2031 to 2043, $92.6 million of state net operating losses which have an indefinite carryforward period, and $219.0 million of U.S. federal net operating losses which have an indefinite carryforward period. The Company determined a valuation allowance was applicable to $11.2 million of non-capital Canadian losses and $100.3 million of state net operating losses. The Company also determined that it is more likely than not that the benefit from $209.0 million of U.S. federal net operating losses and $319.5 million of state net operating losses will not be realized and therefore this amount has not been recorded.

With few exceptions, as of December 31, 2023, the Company is no longer subject to examination by tax authorities for years before 2020.

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Discontinued Operations

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

NOTE 10. HELD FOR SALE

Held for sale assets primarily consist of property and equipment and are recorded in other current assets on the consolidated balance sheets. The following table shows the activity of the Company's assets held for sale:

	(in thousands)
Held for sale assets, net as of December 31, 2022	$	14,521
Assets moved to held for sale	18,694
Non-cash settlement	(2,481)
Impairments	(2,810)
Assets sold	(12,344)
Held for sale assets, net as of December 31, 2023	$	15,580
Held for sale liabilities as of December 31, 2022	$	—
Liabilities moved to held for sale	(1,997)
Liabilities settled associated with held for sale assets	1,997
Held for sale liabilities as of December 31, 2023	$	—

During the years ended December 31, 2023, 2022, and 2021, the Company recorded a loss on the impairment and disposal of held for sale assets of $3.8 million, $8.6 million, and zero, respectively, which is recorded to impairment and disposal of long-lived assets, net on the consolidated statements of operations.

NOTE 19. DISCONTINUED OPERATIONS

Discontinued operations consist of our Massachusetts and Nevada operations. The assets and liabilities associated with discontinued operations consisted of the following as of December 31:

	2023		2022
	(in thousands)
Assets associated with discontinued operations
Cash	$	301	$	5,702
Accounts receivable, net	841		2,936
Inventories	—		21,310
Income tax receivable	—		2,299
Prepaid expenses	816		1,475
Other current assets	—		11
Deferred tax asset	—		766
Property and equipment, net	—		53,687
Right of use assets - operating, net	—		2,453
Right of use assets - finance, net	—		5,736
Intangible assets, net	—		27,849
Other assets	2,010		2,638
Total assets associated with discontinued operations	$	3,968	$	126,862
Liabilities associated with discontinued operations
Accounts payable and accrued liabilities	$	530	$	1,617
Deferred revenue	—		109
Operating lease liabilities - current portion	165		146
Finance lease liabilities - current portion	291		456
Construction finance liability - current portion	2,003		—
Operating lease liabilities	15,332		17,108
Finance lease liabilities	2,048		5,890
Construction finance liability	24,167		45,217
Other long-term liabilities	6		155
Total liabilities associated with discontinued operations	$	44,542	$	70,698

The following table summarizes the Company's loss from discontinued operations for the years ended December 31. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation.

	2023		2022		2021
	(in thousands)
Revenue	$	10,590	$	24,634	$	6,451
Cost of goods sold	29,843		37,897		6,895
Gross margin	(19,253)		(13,263)		(444)
Expenses:
Operating expenses	7,522		13,821		6,661
Impairment and disposal of long-lived assets, net	69,480		49,130		—
Total Expenses	77,002		62,951		6,661
Loss from operations	(96,255)		(76,214)		(7,105)
Other (expense) income:
Other expense, net	(5,087)		(6,118)		(5,636)
Total other expense, net	(5,087)		(6,118)		(5,636)
Loss before provision for income taxes	(101,342)		(82,332)		(12,741)
Income tax (benefit) provision	(4,101)		(12,223)		339
Net loss from discontinued operations, net of taxes	(97,241)		(70,109)		(13,080)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)		(2,669)		—
Net loss from discontinued operations excluding non-controlling interest	$	(96,048)	$	(67,440)	$	(13,080)

Other expense, net primarily consists of interest expense on the construction finance liability and operating lease liabilities associated with our discontinued operations.

The consolidated statements of cash flows includes continuing operations and discontinued operations. The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, loss on impairment of long-lived assets, and capital expenditures of discontinued operations for the years ended December 31:

	2023		2022		2021
	(in thousands)
Depreciation and amortization	$	3,798	$	10,787	$	5,228
Purchases of property and equipment	67		844		57,479
Loss on impairment and disposal of long-lived assets	69,480		49,130		69
Other noncash investing and financing activities
Noncash partial extinguishment of construction finance liability	$	18,486	$	—	$	—

As a result of our exit from the Massachusetts market during the second quarter of 2023, the Company performed a lease term reassessment for the Holyoke failed sale-leaseback financing arrangement due to lease renewals previously included in the lease term being excluded as of the Massachusetts exit. The Company concluded the failed sale-leaseback accounting conclusion is maintained. The Company recognized a gain on partial extinguishment of $18.5 million as a result of the lease term reassessment, which was recorded to net loss from discontinued operations, net of taxes.

Future minimum lease payments for the construction finance liability associated with discontinued operations as of December 31, 2023, are as follows:

Year Ending December 31,	(in thousands)
2024	$	5,455
2025	5,619
2026	5,788
2027	5,961
2028	6,140
Thereafter	12,287
Total future payments	41,250
Less: Interest	(15,080)
Total present value of minimum payments	26,170
Construction finance liabilities - current portion	(2,003)
Construction finance liabilities	$	24,167

During the year ended December 31, 2022, the Company exited Nevada and recorded a loss on disposal of operating right of use assets of $14.0 million, which was recorded in net loss from discontinued operations on the consolidated statements of operations.

Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	1,739	$	494
2025	1,798		509
2026	1,859		476
2027	1,922		377
2028	1,979		389
Thereafter	23,503		835
Total undiscounted lease liabilities	32,800		3,080
Less: Interest	(17,303)		(741)
Total present value of minimum lease payments	15,497		2,339
Lease liabilities - current portion	165		291
Lease liabilities	$	15,332	$	2,048

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Variable Interest Entities

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

NOTE 20. VARIABLE INTEREST ENTITIES

The Company has entered into operating agreements with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, in several states in which it determined to be variable interest entities. The Company determined certain of these entities to be variable interest entities in which it is the primary beneficiary and holds ownership interests in these entities ranging from 46% to 95% either directly or through a proxy as of December 31, 2023. The Company's VIEs are not material to the consolidated financial position or operations as of or for the years ended December 31, 2023, 2022, or 2021.

The Company consolidates these entities due to the other holder’s equity investment being insufficient to finance its activities without additional subordinated financial support and the Company meeting the power and economics criteria. In particular, the Company controls the management decisions and activities most significant to certain VIEs, has provided a significant portion of the subordinated financial support provided to date, and holds membership interests exposing the Company to the risk of reward and/or loss. The Company allocates income and cash flows of the VIEs based on the outstanding ownership percentage in accordance with the underlying operating agreements, as amended. The Company has consolidated all identified variable interest entities for which the Company is the primary beneficiary in the accompanying consolidated financial statements.

During the first quarter of 2023, the Company paid $0.4 million in cash and $1.7 million in subordinate voting shares earned but not yet issued, based on the completion of certain milestones required as part of the acquisition of one of the Company's consolidated variable interest entities. The Company previously paid $0.8 million in cash for certain milestones. As part of the Company's decision to exit the Massachusetts market in the second quarter of 2023, it ceased its relationship with this variable interest entity. This terminated the payment of the $1.7 million subordinate voting shares earned but not yet issued. Based on the changes in circumstances, the Company reevaluated the variable interest entity, concluding it was no longer the primary beneficiary and as such, deconsolidated the entity in the second quarter of 2023. The Company deconsolidated total assets of $10.6 million and liabilities of $4.8 million and recorded a loss of $10.0 million related to the termination of the acquisition and deconsolidation of the variable interest entity which is included in net loss from discontinued operations on the consolidated statements of operations for the year ended December 31, 2023.

In addition to the above, during the second quarter of 2023, the Company sold and divested of certain variable interest entities. The Company received cash proceeds of $1.8 million related to the sale and recorded a loss on divestment of $0.8 million which is included in impairments and disposals of long-lived assets, net on the consolidated statements of operations. The activity for the remainder of the year ended December 31, 2023 was nominal.

During the year ended December 31, 2022, the Company divested of its minority ownership interest in two of its VIEs and received cash of $2.0 million and recorded an insignificant loss on the divestments which were recorded in impairment and disposal of long-lived assets, net, in the consolidated statements of operations for the year ended December 31, 2022.

The Company no longer consolidates these VIEs since it is no longer considered the primary beneficiary.

The following table presents the summarized assets and liabilities of the Company’s VIEs in which it does not hold a majority interest as of December 31. The assets and liabilities in the table below include third-party assets and liabilities of our VIEs only and exclude intercompany balances that are eliminated in consolidation as included on our consolidated balance sheets.

	2023		2022
	(in thousands)
Current assets:
Cash	$	9,491	$	7,349
Accounts receivable, net	1,308		597
Inventories	8,341		7,590
Prepaid expenses	423		46
Other current assets	7		—
Total current assets	19,570		15,582
Property and equipment, net	28,068		25,994
Right of use asset - operating, net	2,744		—
Right of use asset - finance, net	259		224
Intangible assets, net	17,162		17,947
Other assets	140		344
Total assets	$	67,943	$	60,091
Current liabilities:
Accounts payable and accrued liabilities	$	1,939	$	3,713
Income tax payable	2,017		1,615
Deferred revenue	2		6
Operating lease liability - current portion	63		—
Finance lease liability - current portion	60		41
Total current liabilities	4,081		5,375
Notes payable	885		1,200
Operating lease liability	2,926		—
Finance lease liability	210		185
Deferred tax liabilities	3,638		4,101
Other long-term liabilities	671		625
Total liabilities	$	12,411	$	11,486

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Related Parties

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related Parties

NOTE 21. RELATED PARTIES

The Company previously raised funds by issuing notes to various related parties including directors, officers, and shareholders. The remaining related party notes were paid off in full in November 2021. The Company incurred interest expense on the related party debt during the year ended December 31, 2021 totaling $1.1 million.

During the year ended December 31, 2023, the Company entered into an agreement to rent a piece of equipment 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 recognized was nominal for the year ended December 31, 2023.

The Company leases a cultivation facility and corporate office facility from an entity that is directly or indirectly owned by the Company's Chief Executive Officer and Chair of the board of directors, a former member of the Company's board of directors, and a member of the Company's board of directors.

The Company had the following related party operating leases on the consolidated balance sheets, under ASC 842, as of December 31:

	2023		2022
	(in thousands)
Right-of-use assets, net	$	706	$	820
Lease liabilities:
Lease liabilities - current portion	$	127	$	113
Lease liabilities	624		751
Total related party lease liabilities	$	751	$	864

Lease expense recognized on related party leases was $0.2 million, $0.2 million, and $2.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

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Revenue Disaggregation

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Disaggregation

NOTE 22. REVENUE DISAGGREGATION

Revenue is comprised of the following for the year ended December 31:

	2023		2022		2021
	(in thousands)
Retail	$	1,083,545	$	1,158,475	$	869,707
Wholesale	43,390		55,087		61,137
Licensing and other	2,258		4,667		1,090
Total Revenue	$	1,129,193	$	1,218,229	$	931,934

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Commitments And Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

NOTE 23. COMMITMENTS AND CONTINGENCIES

Operating Licenses

Although the possession, cultivation and distribution of cannabis for medical use is permitted in the states in which the Company operates, cannabis is a Schedule-I controlled substance and its use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with our business plans. In addition, the Company’s assets, including real property, inventory, cash and cash equivalents, equipment and other goods, could be subject to asset forfeiture because cannabis is still federally illegal.

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. Except as disclosed below, as of December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated statements of operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

In connection with the Watkins acquisition, during the second quarter of 2023, escrow of $22.5 million was released related to the settlement of previous litigation which was previously recorded to other current assets, of which $17.0 million was paid in cash and $5.5 million was released to the Company.

Contingencies

The Company records contingent liabilities with respect to litigation on various claims in which it believes a loss is probable and can be estimated. As of December 31, 2023, and 2022, $4.2 million and $31.7 million, respectively, was included in contingent liabilities on the consolidated balance sheets related to pending litigation. The Company also recorded accruals related to sales tax audits or inquiries which were acquired through the Harvest acquisition. As of December 31, 2023 and 2022, $0.2 million and $3.0 million, respectively, was included in contingent liabilities on the consolidated balance sheets for estimates related to various sales tax matters.

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Financial Instruments

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

NOTE 24. FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 –	Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 –	Inputs other than quoted prices in active markets, which are observable for the asset or liability, either directly or indirectly; and
Level 3 –	Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions.

The fair values of financial instruments by class are as follows as of December 31:

	2023								2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial Assets (1):
Money market funds (2)	$	145,995	$	—	$	—	$	145,995	$	340	$	—	$	—	$	340
Financial Liabilities:
Interest rate swap (3)	$	—	$	2,341	$	—	$	2,341	$	—	$	2,536	$	—	$	2,536
Warrant liabilities (4)	—		—		—		—		—		252		—		252

(1)There were no transfers between hierarchy levels during the years ended December 31, 2023 and 2022.

(2)Money market funds are included within cash and cash equivalents on the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. Interest income is recorded to interest income on the consolidated statements of operations. The Company recorded interest income of $4.8 million in relation to these money market funds for the year ended December 31, 2023. Interest income for the year ended December 31, 2022 was nominal.

(3)The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. The fair value of the interest rate swap liability is recorded in other long-term liabilities on the consolidated balance sheets.

(4)The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the consolidated balance sheets. All remaining liability warrants expired in the second quarter of 2023. See Note 15. Share Capital for additional considerations.

The Company's Private Placement Notes are recorded at carrying value. The fair value of the Private Placement Notes as of December 31, 2023 was $310.5 million which was determined using Level 1 inputs of the fair value hierarchy. See Note 12. Private Placement Notes for further details.

Derivative Financial InstrumentsIn the fourth quarter of 2022, the Company entered into an interest rate swap contract ("VNB Swap") for the purpose of hedging the variability of interest expense and interest payments on the Company's long-term variable rate debt. The notional value was $70.0 million and $71.5 million as of December 31, 2023 and December 31, 2022, respectively. The VNB Swap was entered into in conjunction with four promissory term notes of a total corresponding amount. The four promissory term notes were priced at the Secured Overnight Financing Rate ("SOFR"), as defined in the agreement plus 3.00%, per annum. The VNB Swap fixed the four term loans at 7.53% per annum until maturity on January 1, 2028. The VNB Swap effectively fixes the floating SOFR-based interest of the SOFR-based debt.

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Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

NOTE 25. SUBSEQUENT EVENTS

The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require adjustment to or disclosure in the consolidated financial statements other than the following. Subsequent to December 31, 2023, the Company received $50.3 million in refunds related to our 280E Position.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Principles of Consolidation

Principles of consolidation

The accompanying consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 include the financial position and operations of Trulieve Cannabis Corp. and its subsidiaries. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenue, and expenses of all consolidated subsidiaries and variable interest entities for which the Company has determined it is the primary beneficiary. Outside shareholders' interests in subsidiaries are shown on the consolidated financial statements as non-controlling interests. Intercompany balances and transactions are eliminated in consolidation.

A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for in accordance with the relevant accounting guidance.

The Company regularly reviews and reconsiders previous conclusions regarding whether it is the primary beneficiary of a VIE in accordance with FASB ASC 810. The Company also reviews and reconsiders previous conclusions regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether the Company is required to consolidate such VIE in the consolidated financial statements when a change occurs.

Discontinued Operations

Discontinued Operations

In June 2023, the Company exited operations in Massachusetts and in July 2022, the Company discontinued its Nevada operations. Both actions represented a strategic shift in business; therefore, the related assets and liabilities associated with the discontinued operations are classified as discontinued operations on the consolidated balance sheets and the results of the discontinued operations have been presented as discontinued operations within the consolidated statements of operations for all periods presented. Unless specifically noted otherwise, footnote disclosures only reflect the results of continuing operations. The results of discontinued operations are presented in Note 19. Discontinued Operations.

Discontinued Operations

The Company classifies a component of an entity that has been or is to be disposed of, either by sale, abandonment, or other means, as discontinued operations when it represents a strategic shift in the Company's operations. A component of an entity is identified as operations and cash flows that can be clearly distinguished, operationally and financially, from the rest of the entity.

Basis of Measurement

Basis of Measurement

These consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.

Functional Currency

Functional Currency

The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars.

Reclassifications

Reclassifications

Certain reclassifications have been made to the consolidated financial statements of prior periods and of the accompanying notes to conform to the current period presentation.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are recorded at fair value. Cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value.

Restricted Cash

Restricted Cash

Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. They are held by or with financial institutions pursuant to contractual arrangements.

Accounts Receivable and Notes Receivable

Accounts Receivable and Notes Receivable

The Company reports accounts receivable at their net realizable value, which is management’s best estimate of the cash that will ultimately be received from customers. The Company's notes receivable represent notes due from various third parties. The Company maintains an allowance for expected credit losses to reflect the expected non-collectability of accounts receivable and notes receivable based on historical collection data and specific risks identified among uncollected accounts, as well as management’s expectation of future economic conditions. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the companies receivables and the expected future losses. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Accounts receivable and notes receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and notes receivable. The Company’s cash and cash equivalents, primarily consisted of bank deposits, cash on hand, and money market funds, Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions in excess of federally insured limits.

The Company reviews its notes receivable regularly and reduces amounts to their expected realizable values by adjusting the allowance for credit losses when management determines that the account may not be fully collectable. The Company applies ASC 326 Financial Instruments – Credit Losses for the measurement of expected credit losses, which uses an expected loss allowance model for notes receivables. The Company has adopted standardized credit policies and performs assessments in an effort to minimize those risks.

Inventory

Inventory

Inventories are comprised of raw materials (including cannabis plants and packaging materials), work in process, and finished goods. Inventory is valued at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal, and transportation for inventories in process. Cost is determined using the weighted average cost method.

Costs incurred during the growing and production process are capitalized as incurred to the extent that accumulated cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Fixed costs associated with abnormal production volume are expensed as incurred.

The Company periodically reviews its inventory and identifies that which is excess, slow moving and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand. Any identified excess, slow moving and obsolete inventory is written down to its net realizable value through a charge to cost of goods sold.

Property and Equipment

Property and Equipment

Property and equipment are measured at cost less accumulated depreciation. Depreciation is recognized on a straight-line basis over the following estimated useful lives:

Land	Not depreciated
Land improvements	20 to 30 years
Buildings & improvements	7 to 40 years
Furniture & equipment	3 to 10 years
Vehicles	3 to 5 years
Construction in progress	Not depreciated
Leasehold improvements	The lessor of the life of the lease or the estimated useful life of the asset

The Company capitalizes interest on debt financing invested in projects under construction. Upon the asset becoming available for use, capitalized interest costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the related asset. Construction in progress is transferred when available for use and depreciation of the assets commences at that point.

Held for Sale

Held for Sale

The Company classifies long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally the Company's Board of Directors ("the Board") or certain Executive Officers, commit to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs with the gain or loss on disposal recognized in the consolidated statements of operations. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses, and interest expense continues to be recognized until the date of disposal.

Leases

Leases

The Company enters into leases in the normal course of business, primarily for retail space, production facilities, corporate offices, and equipment used in the production and sale of its products. Lease terms for real estate generally range from five to ten years. Most leases include options to renew for varying terms at the Company’s sole discretion. Other leased assets include passenger vehicles, trucks, and equipment. Lease terms for these assets generally range from three to five years. At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company made an accounting policy election not to recognize right-of-use assets and lease liabilities for leases with a lease term of 12 months or less. Instead lease payments for these leases are recognized as lease expense on a straight-line basis over the lease term.

The Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right-of-use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents. The right-of-use asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company has lease agreements that contain both lease and non-lease components. For lease agreements entered into or reassessed after the adoption of Accounting Standard’s Codification 842, Leases, the Company elected to combine lease and non-lease components for all classes of assets.

For finance leases, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, the right-of-use asset is amortized on a straight-line basis and the interest expense is recognized on the lease liability using the effective interest method. For operating leases, lease expense is recognized on a straight-line basis over the term of the lease and presented as a single charge in the consolidated statements of operations.

The lease term at the lease commencement date is determined based on the noncancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considers a number of factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before an option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to the Company's operations, costs to negotiate a new lease, any contractual or economic penalties, and the economic value of leasehold improvements.

Certain lease arrangements contain provisions requiring the Company to remove lessee installed leasehold improvements at the expiration of the lease. As this obligation is a direct result of the Company's decision to install leasehold improvements and does not arise solely because of the lease the Company excludes these obligations from lease payments and variable lease payments. The Company records these obligations as asset retirement obligations. The fair value of these obligations are recorded as liabilities on a discounted basis, which occurs as of lease commencement. In the estimation of fair value, the Company uses assumptions and judgements for an asset retirement obligation. The costs associated with these liabilities are capitalized with the associated leasehold improvement and depreciated over the lease term with the liabilities accreted over the same period.

Failed sales-leasebacks (Construction financial liabilities)

Failed sales-leasebacks (Construction financial liabilities)

When the Company enters into sale-leaseback transactions, an assessment is performed to determine whether a contract exists and whether there is a performance obligation to transfer control of the asset when determining whether the transfer of an asset shall be accounted for as a sale of the asset. If control is not transferred based on the nature of the transaction, and therefore does not meet the requirements for a sale under the sale-leaseback accounting model, the Company is deemed to own this real estate and reflects these properties on our consolidated balance sheets in property and equipment, net and depreciates them over the assets' useful lives. The liabilities associated with these leases are recorded to construction finance liabilities - current portion and construction finance liabilities on the consolidated balance sheets.

Intangible Assets

Intangible Assets

Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in business combinations are measured at fair value at the acquisition date. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The estimated useful lives, residual values, and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively.

Internal Use Software

The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Further, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality or extend the assets useful life. Amortization of such costs commences when the project is substantially completed and ready for its intended use. Capitalized software development costs are classified as intangible assets, net on the consolidated balance sheets.

Intangible assets are amortized using the straight-line method over estimated useful lives as follows:

Licenses	15 years
Internal use software	3 to 5 years
Tradenames	2 to 10 years
Customer relationship	1 to 5 years
Non-compete	2 years
Trademarks	1 to 5 years

Internal Use Software

Internal Use Software

The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Further, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality or extend the assets useful life. Amortization of such costs commences when the project is substantially completed and ready for its intended use. Capitalized software development costs are classified as intangible assets, net on the consolidated balance sheets.

Financial Instruments

Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

Derivatives Financial Instruments

Derivative Financial Instruments

The Company utilizes interest rate swaps for the sole purpose of mitigating interest rate fluctuation risk associated with floating rate debt instruments. The Company does not use any other derivative financial instruments for trading or speculative purposes. In accordance with ASC 815, Derivatives and Hedging, derivative financial instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. The Company has not designated its interest rate swap ("Swap") contracts as hedges for accounting treatment. Pursuant to U.S. GAAP, income or loss from fair value changes for derivatives that are not designated as hedges are reflected as income or loss within interest expense on the consolidated statements of operations and a corresponding asset or liability is recognized on the consolidated balance sheets based on the fair value position as of each reporting date.

Warrants

Warrants

Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity, as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement. Changes in fair value are recognized as a component of other income, net on the consolidated statements of operations as change in fair value of derivative liabilities - warrants. Transaction costs allocated to warrants that are presented as a liability were immediately expensed within the consolidated statements of operations. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured.

Earnings per share

Earnings per share

Basic earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and the incremental shares issuable upon conversion of similar instruments.

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive.

Revenue Recognition

Revenue Recognition

The Company generates revenue from the sale of cannabis and cannabis related products. Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those goods or services. Our revenue excludes sales, use, and excise-based taxes collected and is reported net of sale discounts. Revenue associated with any unsatisfied performance obligation is deferred until the obligation is satisfied (i.e., when control of a product is transferred to the customer).

Revenues are primarily derived from retail and wholesale sales, which are recognized when control of the goods has transferred to the customer and collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligation has been fulfilled under the terms of the related sales contract.

Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue from the wholesale of cannabis to customers is recognized upon delivery to the customer. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. See Note 22. Revenue Disaggregation.

Loyalty program (Deferred Revenue)

Deferred Revenue

For most of its locations, the Company offers a loyalty reward program to its dispensary customers that allows customers to earn reward credits to be used on future purchases. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are recorded as reductions to revenue on the consolidated statements of operations and included as deferred revenue on the consolidated balance sheets. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. The loyalty reward points expire at the end of a six month period.

During the first quarter of 2023, the Company terminated the loyalty program associated with dispensaries acquired with the October 2021 acquisition of Harvest Health & Recreation, Inc. ("Harvest"). As a result of the termination of the loyalty program at certain dispensaries, the Company recorded a reduction in the accrual of $4.7 million in revenue on the consolidated statements of operations. The remaining reduction in deferred revenue during the year ended December 31, 2023 was primarily due to increased breakage in our remaining loyalty programs.

Cost of Goods Sold

Cost of Goods Sold

Costs of goods sold include the costs directly attributable to the production of inventory and amounts incurred in the cultivation and manufacturing process of finished goods, such as flower, concentrates, and edibles, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes depreciation and amortization, allocations of rent, administrative salaries, utilities, and related costs.

Income Taxes

Income Taxes

The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The IRS has taken the position that cannabis companies are subject to the limits of IRC Section 280E under which they are only allowed to deduct expenses directly related to costs of goods sold. The Company has taken a position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code.

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 less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within provision for income taxes within the consolidated statements of operations.

Share-Based Compensation

Share Based Compensation

Stock Options

Share-based payment awards are based on the estimated fair value of the awards using the Black-Scholes option pricing model and the related expense is recognized using the graded-vesting method over the award term. The Company estimates expected volatility using the historical volatility of the Company. In cases where there is insufficient trading history, the expected volatility is estimated using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding and is computed using the simplified method as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. The expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company has elected to account for forfeitures as they occur.

Restricted Stock Units

Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally vest ratably over a two-to-three-year period subject to continued employment through each anniversary. The fair value of the Company’s RSUs are determined based on the stock price on the date of grant and the related expense is recognized using the graded-vesting method over the award term.

Advertising Costs

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketing expenses on the accompanying consolidated statements of operations

Business combinations and goodwill

Business combinations and goodwill

The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.

Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations.

Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received.

Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans and, therefore, no corresponding allowance for loan losses is recorded for such loans at acquisition.

Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.

Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Cannabis licenses are the primary intangible asset acquired in business combinations as they provide the Company the ability to operate in each market. However, some cannabis licenses are subject to renewal and therefore there is some risk of non-renewal for several reasons, including operational, regulatory, legal, or economic. To appropriately consider the risk of non-renewal, the Company applies probability weighting to the expected future net cash flows in calculating the fair value of these intangible assets. The key assumptions used in these cash flow projections include discount rates and terminal growth rates. Of the key assumptions used, the impact of the estimated fair value of the intangible assets has the greatest sensitivity to the estimated discount rate used in the valuation. The terminal growth rate represents the rate at which these businesses will continue to grow into perpetuity. Other significant assumptions include revenue, gross profit, operating expenses, and anticipated capital expenditures which are based upon the Corporation’s historical operations along with management projections. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied.

Non-controlling Interest

Non-controlling Interest

Non-controlling interests (“NCI”) represent equity interests in subsidiaries, including VIEs, owned by outside parties. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement is made on a transaction-by-transaction basis. The Company measures each NCI at its proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The share of net assets attributable to NCI is presented as a component of equity. NCI's share of net income or loss is recognized directly in equity. Total income or loss of subsidiaries is attributed to the shareholders of the Company and to the NCI, even if this results in the NCI having a deficit balance.

Impairment of long-lived assets

Impairment of long-lived assets

The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends.

In accordance with ASC 360-10, when evaluating long-lived assets with impairment indicators for potential impairment, the Company first compares the carrying value of the asset to its estimated undiscounted cash flows. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset, an impairment loss is calculated. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. The Company recognizes an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value.

During the first quarter of 2023, the Company determined that certain long-lived assets, including intangible assets, in Massachusetts were impaired due to the competitive environment in the Massachusetts cannabis industry. The Company utilized a cost approach for its impairment testing of intangibles and property and equipment resulting in an impairment of $30.3 million recorded on the consolidated statements of operations, of which $27.6 million was for discontinued operations and recorded in net loss from discontinued operations, net of tax benefit, and $2.7 million was for continuing operations and recorded in impairment and disposal of long-lived assets, net. The cost approach is based on market comparable data for replacement, adjusted for local variations, inflation, and other factors.

During the remaining nine-month period for the year ended December 31, 2023, the Company did not identify any events or changes in circumstances providing indication of impairment.

Impairment of goodwill

Impairment of goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. Examples of such events and circumstances that the company considers include the following:

•Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;

•Industry and market considerations such as a deterioration in the environment in which the company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the company's products or services, or a regulatory or political development;

•Cost factors such as increases in inventory, labor, or other costs that have a negative effect on earnings and cash flows;

•Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;

•Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation;

•Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and

•A sustained decrease in share price (considered in both absolute terms and relative to peers).

In order to determine that the value of goodwill may have been impaired, the Company applies the guidance in FASB ASU 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment, which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. The Company performs the Step Zero assessment to determine that it was more-likely-than-not if the reporting unit’s carrying value is less than the fair value, indicating the potential for goodwill impairment. A number of factors, including historical results, business plans, forecasts, market data, and a reasonable control premium are used to determine the fair value of the reporting unit. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.

The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable.

During the three months ended June 30, 2023, the Company identified one event included in the list above as a risk indicator for goodwill impairment, which was a decline in the Company's share price negatively affecting the Company's market capitalization. The Company concluded the decline in stock price was a triggering event to perform an interim quantitative goodwill impairment test, as of June 30, 2023, specific to the stock price decline and resulting market capitalization of the Company. As the sole risk to the value of goodwill was the stock price, the Company concluded it most appropriate to apply a market approach. The results of the Company’s interim test for impairment as of June 30, 2023, utilizing a market approach, indicated that the reporting unit's fair value fell below the carrying value. Based on the results of the goodwill impairment procedures, the Company recorded a $307.6 million goodwill impairment for the single reporting unit in the second quarter of 2023.

When the Company employs the market approach in its goodwill impairment testing, the Company estimates the fair value based upon multiples of comparable public companies. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, as well as assessing comparable market multiples in estimating the fair value of the reporting unit.

For the Company's 2023 annual impairment test, the Company performed a Step Zero assessment reviewing the factors listed above, including but not limited to historical results, business plans, forecasts, market data, and a reasonable control premium.

Other than the event that existed and was isolated to the three months ending June 30, 2023 as outlined above, as of December 31, 2023, the Company did not identify any events or changes in circumstances that would indicate the carrying amount of goodwill may be impaired. The Company did not identify any impairment of its goodwill during the years ended December 31, 2022 or 2021.

Critical Accounting Estimates and Judgments

Critical Accounting Estimates and Judgments

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in our consolidated financial statements, include, but are not limited to, inventory; accounting for acquisitions and business combinations; income taxes; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; fair value of financial instruments; share-based payment arrangements; and commitments and contingencies. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Recent accounting pronouncements, other than those below, issued by the FASB did not or are not believed by management to have a material effect on the Company’s present or future financial statements or disclosures.

ASU 2023-07 In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is also permitted. This ASU will result in additional required disclosures when adopted, where applicable.

ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Property and Equipment Terms

Depreciation is recognized on a straight-line basis over the following estimated useful lives:

Land	Not depreciated
Land improvements	20 to 30 years
Buildings & improvements	7 to 40 years
Furniture & equipment	3 to 10 years
Vehicles	3 to 5 years
Construction in progress	Not depreciated
Leasehold improvements	The lessor of the life of the lease or the estimated useful life of the asset

Schedule of Estimated Useful Lives of Intangible Assets

Intangible assets are amortized using the straight-line method over estimated useful lives as follows:

Licenses	15 years
Internal use software	3 to 5 years
Tradenames	2 to 10 years
Customer relationship	1 to 5 years
Non-compete	2 years
Trademarks	1 to 5 years

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of December 31:

	2023		2022
	(in thousands)
Trade accounts payable	$	28,245	$	15,857
Nontrade accrued liabilities (1)	23,829		34,662
Accrued compensation and benefits	18,113		19,451
Non income taxes payable	7,061		5,747
Other	5,914		6,306
Total accounts payable and accrued liabilities	$	83,162	$	82,023

(1)Nontrade accrued liabilities includes recurring accruals for items including but not limited to: interest, utilities, and insurance.

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	7,000
Shares issued upon acquisition	9,139
Transaction costs	23
Fair value of consideration exchanged	$	16,162
Recognized amounts of identifiable assets acquired and liabilities assumed:
Prepaid expenses and other current assets	$	12
Property and equipment	1,006
Right of use asset - finance	799
Intangible asset	15,274
Accounts payable and accrued liabilities	(335)
Finance lease liabilities	(594)
Total net assets acquired	$	16,162

Consideration:	(in thousands)
Shares issued upon acquisition	$	10,012
Transaction costs	18
Fair value of consideration exchanged	$	10,030
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - finance	$	1,756
Intangible asset	10,594
Finance lease liabilities	(2,320)
Total net assets acquired	$	10,030

Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	281
Fair value of consideration exchanged	$	281
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - operating	$	170
Intangible asset	270
Favorable lease interest	11
Operating lease liabilities	(170)
Total net assets acquired	$	281

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed:

Consideration	(in thousands)
Cash	$	27,500
Fair value of consideration exchanged	$	27,500
Recognized amounts of identifiable assets acquired and liabilities assumed:
Inventories	$	2,266
Property and equipment	692
Right of use asset - operating	4,737
Goodwill	24,542
Operating lease liability	(4,737)
Total net assets acquired	$	27,500

The net assets were acquired for an aggregate purchase price of $15.0 million.

Consideration:	(in thousands)
Cash	$	15,000
Transaction costs	12
Fair value of consideration exchanged	$	15,012
Recognized amounts of identifiable assets acquired and liabilities assumed:
Prepaid expenses and other current assets	$	531
Right of use asset - operating	271
Intangible asset	15,076
Other current liabilities	(531)
Deferred revenue	(109)
Operating lease liabilities	(226)
Total net assets acquired	$	15,012

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Trulieve Subordinated Voting Shares	$	1,369,024
Fair value of other equity instruments	18,394
Fair value of warrants classified as liabilities	3,103
Fair value of consideration exchanged	$	1,390,521
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	85,318
Restricted cash	3,072
Accounts receivable	3,645
Inventories	92,537
Prepaid expenses and other current assets	100,129
Notes receivable	9,805
Property and equipment	191,801
Right of use assets - operating	73,476
Intangible assets:
Dispensary license	946,000
Trademarks	27,430
Customer relationships	3,500
Other assets	5,289
Accounts payable and accrued liabilities	(58,887)
Income tax payable	(24,863)
Deferred revenue	(4,523)
Operating lease liabilities	(76,558)
Contingencies	(26,599)
Notes payable	(285,238)
Construction finance liabilities	(79,683)
Other long-term liabilities	(1,085)
Deferred tax liabilities	(253,986)
	$	730,580
Non-controlling interest	$	(3,734)
Goodwill	663,675
Total net assets acquired	$	1,390,521

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

Consideration:	(in thousands)
Cash	$	20,251
Shares issued upon acquisition	35,385
Fair value of consideration exchanged	$	55,636
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	500
Prepaid expenses and other current assets	240
Inventories	1,766
Property and equipment	1,144
Right of use asset - finance	1,340
Intangible assets:
Dispensary license	27,000
Tradename	100
Favorable leasehold interests	86
Goodwill	39,703
Other assets	40
Accounts payable and accrued liabilities	(878)
Income tax payable	(2,892)
Operating lease liabilities	(1,340)
Other long-term liabilities	(2,179)
Deferred tax liabilities	(8,994)
Total net assets acquired	$	55,636

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Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net consisted of the following as of December 31:

	2023		2022
	(in thousands)
Trade receivables	$	10,420	$	8,482
Less: allowance for credit losses	(3,717)		(1,975)
Accounts receivable, net	$	6,703	$	6,507

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Notes Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Schedule of Stated Maturities of Notes Receivable

Stated maturities of the notes receivable, net are as follows as of December 31, 2023:

Year Ending December 31,	Expected principal payments
	(in thousands)
2024	$	6,233
2025	6,943
2026	75
2027	75
2028	75
Thereafter	300
Total notes receivable	13,701
Less: discount on notes receivable	(45)
Less: current portion of notes receivable	(6,233)
Notes receivable, net	$	7,423

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Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories are comprised of the following items as of December 31:

	2023		2022
	(in thousands)
Raw material
Cannabis plants	$	21,429	$	21,523
Packaging and supplies	36,472		49,650
Total raw material	57,901		71,173
Work in process	104,428		158,448
Finished goods - unmedicated	6,516		7,323
Finished goods - medicated	44,275		39,561
Total inventories	$	213,120	$	276,505

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following as of December 31:

	2023		2022
	(in thousands)
Land	$	26,699	$	38,485
Buildings and improvements	528,173		497,493
Furniture and equipment	292,128		277,164
Vehicles	814		839
Construction in progress	28,023		55,145
Total property and equipment, gross	875,837		869,126
Less: accumulated depreciation	(199,485)		(125,866)
Total property and equipment, net	$	676,352	$	743,260

The Company incurred the following related to property and equipment for the year ended December 31:

	Location on the consolidated statements of operations	2023		2022		2021
		(in thousands)
Capitalized interest	Interest expense	$	(148)	$	4,728	$	9,231
Depreciation expense	Cost of goods sold	55,114		44,383		19,924
Depreciation expense	Depreciation and amortization	21,004		26,216		11,944
Loss on impairment	Impairments and disposals of long-lived assets, net	$	2,712	$	1,294	$	—
Loss on disposal	Impairments and disposals of long-lived assets, net	5,320		54,509		1,732
Gain on sale	Impairments and disposals of long-lived assets, net	(251)		(654)		—

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Intangible Assets & Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Definite-Lived Intangible Assets

The Company's definite-lived intangible assets consisted of the following as of December 31:

	2023						2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in thousands)
Licenses	$	1,046,544	$	159,084	$	887,460	$	1,044,161	$	89,367	$	954,794
Trademarks	27,430		17,609		9,821		27,430		12,530		14,900
Internal use software	26,947		7,520		19,427		16,528		3,065		13,463
Tradenames	4,861		4,461		400		4,862		3,506		1,356
Customer relationships	3,535		3,452		83		3,536		3,252		284
Total	$	1,109,317	$	192,126	$	917,191	$	1,096,517	$	111,720	$	984,797

Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets

The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2023:

Year Ending December 31,	Estimated amortization
	(in thousands)
2024	$	81,597
2025	78,197
2026	75,213
2027	72,712
2028	69,056
Thereafter	540,416
Total	$	917,191

Summary of Goodwill

Goodwill consisted of the following:

	(in thousands)
As of December 31, 2021	$	765,358
Acquisition of Watkins Cultivation Operations	24,542
Measurement period adjustment of Harvest Health and Recreation, Inc.	1,595
As of December 31, 2022	$	791,495
Impairment June 2023 (1)	(307,590)
As of December 31, 2023	$	483,905

(1) See Note 3. Summary Of Significant Accounting Policies for further details.

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Held for Sale (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Summary of Held for Sale Assets

The following table shows the activity of the Company's assets held for sale:

	(in thousands)
Held for sale assets, net as of December 31, 2022	$	14,521
Assets moved to held for sale	18,694
Non-cash settlement	(2,481)
Impairments	(2,810)
Assets sold	(12,344)
Held for sale assets, net as of December 31, 2023	$	15,580
Held for sale liabilities as of December 31, 2022	$	—
Liabilities moved to held for sale	(1,997)
Liabilities settled associated with held for sale assets	1,997
Held for sale liabilities as of December 31, 2023	$	—

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Notes Payable (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable consisted of the following as of December 31:

	2023		2022		Stated Interest Rate		Effective Interest Rate	Maturity Date	Net Book Value of Collateral
	(in thousands)
Mortgage Notes Payable
Notes dated December 21, 2022 (1)	$	70,046	$	71,500	7.53%	(7)	7.86%	1/1/2028	$	166,932
Notes dated December 22, 2023 (2)	25,000		—		8.31%	(7)	8.48%	12/31/2028	59,677
Notes dated December 22, 2022 (3)	18,470		18,900		7.30%	(7)	7.38%	12/22/2032	9,017
Notes dated October 1, 2021 (4)	5,645		6,095		8.14%	(7)	8.29%	10/1/2027	11,860
Total mortgage notes payable	119,161		96,495
Promissory Notes Payable
Notes dated December 22, 2022 (5)	—		5,500		10.00%	(7)	10.00%	12/22/2023
Notes acquired in Harvest Acquisition in October 2021 (6)	1,707		5,338		(6)	(7)	(6)	(6)
Note of consolidated variable-interest entity dated February 1, 2022	885		1,200		8.00%	(7)	8.00%	12/31/2025
Total promissory notes payable	2,592		12,038
Total notes payable	121,753		108,533
Less: debt discount	(2,139)		(1,833)
Less: current portion of notes payable	(3,759)		(12,453)
Notes payable, net	$	115,855	$	94,247

(1)In connection with the closing of these four notes, the Company entered into an interest rate swap to fix the interest rate at 7.53% for the term of the notes. See Note 24. Financial Instruments for further details. These promissory notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commenced on September 30, 2023 with semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2022. In May 2023, the Company amended the terms of the agreement with respect to the covenant requirements, excluding balloon payments from certain covenant calculations.

(2)This mortgage note payable contains customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commence on June 30, 2024 with quarterly or semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2023.

(3)This mortgage note payable bears stated interest rate until December 21, 2027 and thereafter, interest will accrue at a rate equal to the five-year treasury rate in effect as of December 12, 2027 plus 3.50%. The promissory note contains customary restrictive covenants pertaining to our operations, including, among other things, limitations on the amount of debt and subsidiary debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, among other things, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, covenant to liquidity and debt principal test, and a global debt service coverage ratio.

(4)On November 15, 2022, the Company closed on the refinancing of our mortgage notes payable dated October 1, 2021 to extend the maturity date by five years and fix the interest rate at 8.14%. In the first quarter of 2023, the Company reclassified the collateralized assets to held for sale as part of its continued efforts to optimize assets and resources in the markets the Company serves. The Company expects to sell the assets, which primarily consist of property and equipment, within the near-term.

(5)Promissory note is secured by the acquired membership interest in Formula 420 Cannabis LLC. See Note 4. Acquisitions for further details.

(6)Seven promissory notes were acquired during the year ending December 31, 2021. Interest rates range from 0.00% to 7.50%, with a weighted average interest rate of 6.60% as of December 31, 2023. Maturity dates range from October 4, 2024 to October 24, 2026.

(7)Interest payments are due monthly.

Schedule of Stated Maturities of Notes Payable

As of December 31, 2023, stated maturities of notes payables are as follows:

Year Ending December 31,	(in thousands)
2024	$	3,751
2025	4,331
2026	4,655
2027	70,034
2028	23,199
Thereafter	15,783
Total	$	121,753

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Private Placement Notes (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Private Placement Notes Payable

Private placement notes payable consisted of the following as of December 31:

	2023		2022		Stated Interest Rate	Effective Interest Rate	Maturity Date
	(in thousands)
2026 Notes - Tranche One	$	293,000	$	350,000	8.00%	8.52%	10/6/2026
2026 Notes - Tranche Two	75,000		75,000		8.00%	8.43%	10/6/2026
June Notes	—		70,000		9.75%	13.32%	6/11/2024
November Notes	—		60,000		9.75%	13.43%	6/11/2024
Total private placement notes	368,000		555,000
Less: Unamortized debt discount and issuance costs	(4,785)		(13,336)
Less: current portion of private placement notes, net	—		—
Private placement notes, net	$	363,215	$	541,664

Summary of Scheduled Annual Maturities of Principal Portion of Private Placement Notes Outstanding

Stated maturities of the principal portion of private placement notes outstanding as of December 31, 2023 are as follows:

Year	(in thousands)
2026	368,000
Total private placement notes	$	368,000

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Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Components of Lease Cost

The following table provides the components of lease cost for the year ended December 31:

	Location on the consolidated statements of operations	2023		2022		2021
		(in thousands)
Operating lease cost	Cost of goods sold, sales and marketing, general and administrative	$	20,291	$	20,428	$	10,754
Finance lease cost:
Amortization of lease assets	Cost of goods sold, Deprecation and amortization	10,357		10,935		7,638
Interest on lease liabilities	Interest expense	6,449		6,549		4,385
Finance lease cost		16,806		17,484		12,023
Variable lease cost	Cost of goods sold, sales and marketing, general and administrative	9,766		7,887		6,013
Short term lease expense	Cost of goods sold, sales and marketing, general and administrative	406		751		334
Total lease cost (1)		$	47,269	$	46,550	$	29,124

(1) Total lease cost recorded in cost of goods sold on the consolidated statements of operations was $3.2 million, $4.0 million, and $3.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Schedule of Other Information Related to Operating and Finance Leases

Other information related to operating and finance leases is as follows as of December 31:

	2023			2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,283		$	21,092
Operating cash flows from finance leases	$	6,483		$	6,542
Financing cash flows from finance leases	$	7,213		$	7,042
ASC 842 lease additions and modifications
Operating leases	$	14,016		$	19,920
Finance leases	$	1,021		$	25,909
Weighted average discount rate:
Operating leases	8.33		%	9.29		%
Finance leases	8.99		%	8.66		%
Weighted average remaining lease term (in years):
Operating leases	6.95			8.32
Finance leases	7.22			7.79

Schedule of Future Lease Payments under Non-cancellable Leases

Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	19,713	$	13,635
2025	19,651		13,492
2026	18,872		12,915
2027	18,232		12,047
2028	17,399		11,439
Thereafter	58,317		33,412
Total undiscounted lease liabilities	152,184		96,940
Less: Interest	(49,881)		(27,627)
Total present value of minimum lease payments	102,303		69,313
Lease liabilities - current portion	(10,068)		(7,637)
Lease liabilities	$	92,235	$	61,676

Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	1,739	$	494
2025	1,798		509
2026	1,859		476
2027	1,922		377
2028	1,979		389
Thereafter	23,503		835
Total undiscounted lease liabilities	32,800		3,080
Less: Interest	(17,303)		(741)
Total present value of minimum lease payments	15,497		2,339
Lease liabilities - current portion	165		291
Lease liabilities	$	15,332	$	2,048

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Construction Finance Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Construction Finance Liability [Abstract]

Schedule of Future minimum Lease Payments for Construction Finance Liabilities

Future minimum lease payments for the construction finance liabilities as of December 31, 2023 are as follows:

Year Ending December 31,	(in thousands)
2024	$	17,043
2025	17,521
2026	18,013
2027	18,519
2028	19,039
Thereafter	283,385
Total future payments	373,520
Less: Interest	(235,395)
Total present value of minimum payments	138,125
Construction finance liabilities - current portion	(1,466)
Construction finance liabilities	$	136,659

Future minimum lease payments for the construction finance liability associated with discontinued operations as of December 31, 2023, are as follows:

Year Ending December 31,	(in thousands)
2024	$	5,455
2025	5,619
2026	5,788
2027	5,961
2028	6,140
Thereafter	12,287
Total future payments	41,250
Less: Interest	(15,080)
Total present value of minimum payments	26,170
Construction finance liabilities - current portion	(2,003)
Construction finance liabilities	$	24,167

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Share Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Fair Value of Options Granted with Assumptions

In determining the amount of share-based compensation related to options issued, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions for the year-to-date periods ended December 31:

	2023	2022	2021
Fair value at grant date	$1.83 - $2.00	$8.39 - $11.01	$1.44 - $14.13
Expected term (in years)	3.30 - 3.97	3.5 - 4.5	3.20 - 6.20
Expected volatility	60.07% - 60.85%	51.81% - 52.87%	49.64% - 56.04%
Expected annual rate of dividends	0%	0%	0%
Risk free annual interest rate	4.34% - 4.53%	1.20% - 1.79%	0.16% - 1.15%

Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options

The following table summarizes the Company's stock option activity for the year ended December 31, 2023:

	Number of options	Weighted average exercise price		Weighted average remaining contractual life (Yrs.)	Aggregate intrinsic value
Outstanding options, beginning of year	3,177,815	$	25.96
Granted	1,754,817	3.99
Forfeited	(735,574)	20.48
Outstanding options, end of year	4,197,058	$	17.73	4.91	$	—
Vested and Exercisable options, end of year	3,248,599	$	21.34	3.87	$	—

Schedule of Share-Based Compensation Expense

The Company recorded share-based compensation for stock options as follows for the year ended December 31:

Statements of operations	2023		2022		2021
	(in thousands)
Cost of goods sold	$	66	$	172	$	662
General and administrative	3,344		8,157		5,722
Sales and marketing	59		243		1,089
Total share-based compensation expense	$	3,469	$	8,572	$	7,473

The Company recorded share-based compensation for RSUs as follows for the year ended December 31:

Statements of operations	2023		2022		2021
	(in thousands)
Cost of goods sold	$	744	$	900	$	306
General and administrative	5,754		8,190		1,239
Sales and marketing	608		462		236
Total share based compensation expense	$	7,106	$	9,552	$	1,781

Schedule of Restricted Stock Activity

The following table summarizes the Company's RSU activity for the year ended December 31, 2023:

Restricted Stock Unit Activity	Number of restricted stock units	Weighted-average grant date fair value
Unvested balance, beginning of year	720,707	$	22.36
Granted	2,955,177	3.99
Vested	(415,115)	23.06
Forfeited	(574,553)	6.03
Unvested balance, end of year	2,686,216	$	5.47

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Reconciliation For Calculation of Basic And Diluted Earnings Per Share

The following is a reconciliation for the calculation of basic and diluted earnings per share as of December 31:

	2023		2022		2021
Numerator:	(in thousands, except for per share data)
Continuing Operations
Net (loss) income from continuing operations	$	(435,895)	$	(182,618)	$	30,525
Less: net loss attributable to non-controlling interest	(5,147)		(3,994)		(587)
Net (loss) income from continuing operations available to common shareholders of Trulieve Cannabis Corp.	$	(430,748)	$	(178,624)	$	31,112
Discontinued Operations
Net loss from discontinued operations	$	(97,241)	$	(70,109)	$	(13,080)
Less: net loss attributable to non-controlling interest	(1,193)		(2,669)		—
Net loss from discontinued operations excluding non-controlling interest	$	(96,048)	$	(67,440)	$	(13,080)
Denominator:
Weighted average number of common shares outstanding	188,974,176		187,995,317		139,366,940
Dilutive effect of securities outstanding	—		—		7,390,346
Diluted weighted average number of common shares outstanding	188,974,176		187,995,317		146,757,286
Loss per share - Continuing Operations
Basic loss per share	$	(2.28)	$	(0.95)	$	0.22
Diluted loss per share	$	(2.28)	$	(0.95)	$	0.21
Loss per share - Discontinued Operations
Basic and diluted loss per share	$	(0.51)	$	(0.36)	$	(0.09)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of December 31:

	2023	2022	2021
Stock options	4,197,058	3,177,815	1,694,424
Restricted share units	2,686,216	720,707	—
Warrants	9,496	177,391	409,811

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Summary of Income Tax Provision

The components of the income tax provision include the following for the year ended December 31:

	2023		2022		2021
	(in thousands)
Current:
Federal	$	121,722	$	141,582	$	141,684
State	46,808		38,633		29,677
Total current tax expense	$	168,530	$	180,215	$	171,361
Deferred:
Federal	$	(17,855)	$	(17,814)	$	(21,414)
State	(1,088)		793		(4,421)
Foreign	(1,191)		(1,461)		—
Total deferred tax expense	$	(20,134)	$	(18,482)	$	(25,835)
Change in valuation allowance	2,962		1,647		196
Total income tax expense	$	151,358	$	163,380	$	145,722

Summary of Federal Statutory Income Tax Rate Percentage to Effective Tax Rate

A reconciliation of the Federal statutory income tax rate percentage to the effective tax rate is as follows for the years ended December 31:

	2023			2022			2021
	(in thousands)
(Loss) income before income taxes	$	(284,537)		$	(19,238)		$	176,247
Federal statutory rate	21.0		%	21.0		%	21.0		%
Theoretical tax (benefit) provision	$	(59,753)		$	(4,040)		$	37,012
Effects of tax rates in foreign jurisdictions	$	15		$	16		$	—
State taxes	835			14,598			25,580
Changes in state tax rates	5,772			4,763			(912)
Uncertain tax position, inclusive of interest and penalties	130,481			146,702			77,783
Change in valuation allowance	2,962			1,647			196
Other	881			(4,793)			(1,000)
Tax effect of non-deductible expenses:
IRC Section 280E disallowance	—			—			6,798
Goodwill impairment	64,594			—			—
Stock compensation	1,170			169			95
Political contributions	4,401			4,318			170
Total non-deductible expenses	$	70,165		$	4,487		$	7,063
Total income tax provision	$	151,358		$	163,380		$	145,722
Effective tax rates	(53.2)		%	(849.3)		%	82.7		%

Summary of Deferred Income Taxes

Deferred income taxes consist of the following as of December 31:

	2023		2022
	(in thousands)
Deferred tax assets:
Lease liabilities	$	2,623	$	3,094
Finance liabilities	27,695		27,386
Net operating losses	10,098		6,596
Inventory reserves	4,667		1,665
Other deferred tax assets	759		1,421
Total deferred tax assets:	$	45,842	$	40,162
Deferred tax liabilities:
Right of use assets	$	(2,356)	$	(3,112)
Intangible assets	(221,743)		(236,353)
Property and equipment	(19,150)		(19,004)
Total deferred tax liabilities:	$	(243,249)	$	(258,469)
Valuation allowance	(9,557)		(6,596)
Net deferred tax liability	$	(206,964)	$	(224,903)

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits:

	2023		2022
	(in thousands)
Balance, January 1	$	41,781	$	44,850
Reductions based on lapse of statute of limitations	(1,053)		(4,228)
Additions based on tax positions related to the current year	152,313		—
Additions based on refunds requested but not received related to prior year	111,664		—
Additions based on refunds received related to prior years	62,391		—
Additions based on tax positions related to the prior year	175,666		1,159
Balance, December 31	$	542,762	41,781

A reconciliation of the beginning and ending amount of uncertain tax liabilities:

	2023		2022
	(in thousands)
Balance, January 1	$	19,459	$	6,665
Reductions based on lapse of statute of limitations	(1,053)		(4,228)
Additions based on tax positions related to the current year	139,914		2,017
Additions based on tax positions related to the prior year	113,815		12,887
Additions based on refunds received related to prior years	62,391		—
Reclass tax payment on account	(157,063)		—
Interest recorded in income tax expense, net of reversals (1)	3,150		(247)
Penalties recorded in income tax expense, net of reversals (1)	(263)		2,365
Balance, December 31 (2)	$	180,350	$	19,459

(1) Amounts represent the interest and penalties recorded on uncertain tax positions during the respective years which are recorded to the income tax provision on the consolidated statements of operations. Interest and penalties for the year ended December 31, 2021 was nominal.

(2) Of the $180.4 million of uncertain tax liabilities recorded as of December 31, 2023 in the table above, $152.1 million relate to our 280E Position.

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Summary of Assets and Liabilities, Loss from Discontinued Operations and Cash Flow Including Continuing from Discontinued Operations

The assets and liabilities associated with discontinued operations consisted of the following as of December 31:

	2023		2022
	(in thousands)
Assets associated with discontinued operations
Cash	$	301	$	5,702
Accounts receivable, net	841		2,936
Inventories	—		21,310
Income tax receivable	—		2,299
Prepaid expenses	816		1,475
Other current assets	—		11
Deferred tax asset	—		766
Property and equipment, net	—		53,687
Right of use assets - operating, net	—		2,453
Right of use assets - finance, net	—		5,736
Intangible assets, net	—		27,849
Other assets	2,010		2,638
Total assets associated with discontinued operations	$	3,968	$	126,862
Liabilities associated with discontinued operations
Accounts payable and accrued liabilities	$	530	$	1,617
Deferred revenue	—		109
Operating lease liabilities - current portion	165		146
Finance lease liabilities - current portion	291		456
Construction finance liability - current portion	2,003		—
Operating lease liabilities	15,332		17,108
Finance lease liabilities	2,048		5,890
Construction finance liability	24,167		45,217
Other long-term liabilities	6		155
Total liabilities associated with discontinued operations	$	44,542	$	70,698

The following table summarizes the Company's loss from discontinued operations for the years ended December 31. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation.

	2023		2022		2021
	(in thousands)
Revenue	$	10,590	$	24,634	$	6,451
Cost of goods sold	29,843		37,897		6,895
Gross margin	(19,253)		(13,263)		(444)
Expenses:
Operating expenses	7,522		13,821		6,661
Impairment and disposal of long-lived assets, net	69,480		49,130		—
Total Expenses	77,002		62,951		6,661
Loss from operations	(96,255)		(76,214)		(7,105)
Other (expense) income:
Other expense, net	(5,087)		(6,118)		(5,636)
Total other expense, net	(5,087)		(6,118)		(5,636)
Loss before provision for income taxes	(101,342)		(82,332)		(12,741)
Income tax (benefit) provision	(4,101)		(12,223)		339
Net loss from discontinued operations, net of taxes	(97,241)		(70,109)		(13,080)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)		(2,669)		—
Net loss from discontinued operations excluding non-controlling interest	$	(96,048)	$	(67,440)	$	(13,080)

The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, loss on impairment of long-lived assets, and capital expenditures of discontinued operations for the years ended December 31:

	2023		2022		2021
	(in thousands)
Depreciation and amortization	$	3,798	$	10,787	$	5,228
Purchases of property and equipment	67		844		57,479
Loss on impairment and disposal of long-lived assets	69,480		49,130		69
Other noncash investing and financing activities
Noncash partial extinguishment of construction finance liability	$	18,486	$	—	$	—

Schedule of Future minimum Lease Payments for Construction Finance Liabilities

Future minimum lease payments for the construction finance liabilities as of December 31, 2023 are as follows:

Year Ending December 31,	(in thousands)
2024	$	17,043
2025	17,521
2026	18,013
2027	18,519
2028	19,039
Thereafter	283,385
Total future payments	373,520
Less: Interest	(235,395)
Total present value of minimum payments	138,125
Construction finance liabilities - current portion	(1,466)
Construction finance liabilities	$	136,659

Future minimum lease payments for the construction finance liability associated with discontinued operations as of December 31, 2023, are as follows:

Year Ending December 31,	(in thousands)
2024	$	5,455
2025	5,619
2026	5,788
2027	5,961
2028	6,140
Thereafter	12,287
Total future payments	41,250
Less: Interest	(15,080)
Total present value of minimum payments	26,170
Construction finance liabilities - current portion	(2,003)
Construction finance liabilities	$	24,167

Schedule of Future Lease Payments under Non-cancellable Leases

Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	19,713	$	13,635
2025	19,651		13,492
2026	18,872		12,915
2027	18,232		12,047
2028	17,399		11,439
Thereafter	58,317		33,412
Total undiscounted lease liabilities	152,184		96,940
Less: Interest	(49,881)		(27,627)
Total present value of minimum lease payments	102,303		69,313
Lease liabilities - current portion	(10,068)		(7,637)
Lease liabilities	$	92,235	$	61,676

Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows:

	Operating leases		Finance leases
	(in thousands)
2024	$	1,739	$	494
2025	1,798		509
2026	1,859		476
2027	1,922		377
2028	1,979		389
Thereafter	23,503		835
Total undiscounted lease liabilities	32,800		3,080
Less: Interest	(17,303)		(741)
Total present value of minimum lease payments	15,497		2,339
Lease liabilities - current portion	165		291
Lease liabilities	$	15,332	$	2,048

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Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Assets and Liabilities of Company's VIEs

The following table presents the summarized assets and liabilities of the Company’s VIEs in which it does not hold a majority interest as of December 31. The assets and liabilities in the table below include third-party assets and liabilities of our VIEs only and exclude intercompany balances that are eliminated in consolidation as included on our consolidated balance sheets.

	2023		2022
	(in thousands)
Current assets:
Cash	$	9,491	$	7,349
Accounts receivable, net	1,308		597
Inventories	8,341		7,590
Prepaid expenses	423		46
Other current assets	7		—
Total current assets	19,570		15,582
Property and equipment, net	28,068		25,994
Right of use asset - operating, net	2,744		—
Right of use asset - finance, net	259		224
Intangible assets, net	17,162		17,947
Other assets	140		344
Total assets	$	67,943	$	60,091
Current liabilities:
Accounts payable and accrued liabilities	$	1,939	$	3,713
Income tax payable	2,017		1,615
Deferred revenue	2		6
Operating lease liability - current portion	63		—
Finance lease liability - current portion	60		41
Total current liabilities	4,081		5,375
Notes payable	885		1,200
Operating lease liability	2,926		—
Finance lease liability	210		185
Deferred tax liabilities	3,638		4,101
Other long-term liabilities	671		625
Total liabilities	$	12,411	$	11,486

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Related Parties (Tables)

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Right of Use Assets and Lease Liabilities under ASC 842

The Company had the following related party operating leases on the consolidated balance sheets, under ASC 842, as of December 31:

	2023		2022
	(in thousands)
Right-of-use assets, net	$	706	$	820
Lease liabilities:
Lease liabilities - current portion	$	127	$	113
Lease liabilities	624		751
Total related party lease liabilities	$	751	$	864

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Revenue Disaggregation (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Net Revenues Comprised

Revenue is comprised of the following for the year ended December 31:

	2023		2022		2021
	(in thousands)
Retail	$	1,083,545	$	1,158,475	$	869,707
Wholesale	43,390		55,087		61,137
Licensing and other	2,258		4,667		1,090
Total Revenue	$	1,129,193	$	1,218,229	$	931,934

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Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule Of Fair Value Of Financial Instruments By Class

The fair values of financial instruments by class are as follows as of December 31:

	2023								2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial Assets (1):
Money market funds (2)	$	145,995	$	—	$	—	$	145,995	$	340	$	—	$	—	$	340
Financial Liabilities:
Interest rate swap (3)	$	—	$	2,341	$	—	$	2,341	$	—	$	2,536	$	—	$	2,536
Warrant liabilities (4)	—		—		—		—		—		252		—		252

(1)There were no transfers between hierarchy levels during the years ended December 31, 2023 and 2022.

(2)Money market funds are included within cash and cash equivalents on the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. Interest income is recorded to interest income on the consolidated statements of operations. The Company recorded interest income of $4.8 million in relation to these money market funds for the year ended December 31, 2023. Interest income for the year ended December 31, 2022 was nominal.

(3)The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. The fair value of the interest rate swap liability is recorded in other long-term liabilities on the consolidated balance sheets.

(4)The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the consolidated balance sheets. All remaining liability warrants expired in the second quarter of 2023. See Note 15. Share Capital for additional considerations.

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Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands				3 Months Ended		12 Months Ended
	Mar. 31, 2022	Feb. 24, 2022	Jan. 04, 2022	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) segment unit	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Expiration term (in months)						6 months
Deferred revenue, decrease due to contract termination					$ 4,700
Advertising costs						$ 12,100	$ 8,200	$ 7,500
Impairment and disposal of long-lived assets, net						$ 2,712	1,294	0
Number of operating segment | segment						1
Number of reporting unit | unit						1
Impairment of goodwill				$ 307,600		$ 307,590	$ 0	$ 0
Restricted share units
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Share based compensation options, vesting period (in years)	2 years	2 years	2 years
Minimum | Retail Space, Production Facilities, Corporate Offices and Equipment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of contract						5 years
Minimum | Passenger Vehicles, Trucks, Equipment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of contract						3 years
Minimum | Restricted share units
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Share based compensation options, vesting period (in years)						2 years
Maximum | Retail Space, Production Facilities, Corporate Offices and Equipment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of contract						10 years
Maximum | Passenger Vehicles, Trucks, Equipment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of contract						5 years
Maximum | Restricted share units
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Share based compensation options, vesting period (in years)						3 years
Property and Equipment and Intangible Assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impairment and disposal of long-lived assets, net					30,300
Discontinued Operations | Property and Equipment and Intangible Assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impairment and disposal of long-lived assets, net					27,600
Continuing Operations | Property and Equipment and Intangible Assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impairment and disposal of long-lived assets, net					$ 2,700

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Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)	Dec. 31, 2023
Land improvements | Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	20 years
Land improvements | Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	30 years
Buildings & improvements | Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	7 years
Buildings & improvements | Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	40 years
Furniture & equipment | Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	3 years
Furniture & equipment | Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	10 years
Vehicles | Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	3 years
Vehicles | Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	5 years

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Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Intangible Assets (Details)	Dec. 31, 2023
Licenses
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	15 years
Internal use software | Minimum
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	3 years
Internal use software | Maximum
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	5 years
Tradenames | Minimum
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	2 years
Tradenames | Maximum
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	10 years
Customer relationship | Minimum
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	1 year
Customer relationship | Maximum
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	5 years
Non-compete
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	2 years
Trademarks | Minimum
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	1 year
Trademarks | Maximum
Finite Lived Intangible Assets [Line Items]
Intangible assets, estimated useful lives	5 years

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Summary of Significant Accounting Policies - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Trade accounts payable	$ 28,245	$ 15,857
Nontrade accrued liabilities	23,829	34,662
Accrued compensation and benefits	18,113	19,451
Non income taxes payable	7,061	5,747
Other	5,914	6,306
Total accounts payable and accrued liabilities	$ 83,162	$ 82,023

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Acquisitions - Additional Information (Details)											3 Months Ended	12 Months Ended
	Dec. 22, 2022 USD ($)	Apr. 26, 2022 USD ($)	Feb. 14, 2022 USD ($) earnout	Dec. 28, 2021 USD ($)	Oct. 01, 2021 USD ($) shares	Jul. 08, 2021 USD ($) shares	Jul. 02, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Jun. 08, 2021 USD ($) license shares	May 06, 2021 USD ($) permit shares	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Business Combination And Asset Acquisition [Line Items]
Transaction costs related to acquisition													$ 0
Goodwill												$ 765,358,000	$ 483,905,000	$ 791,495,000
Proforma net revenues												1,232,200,000
Proforma net loss												$ 8,000,000
Formula 420 Cannabis LLC
Business Combination And Asset Acquisition [Line Items]
Acquired membership interests percentage (as a percent)	100.00%
Payment of cash	$ 5,500,000
Greenhouse Wellness WV Dispensaries LLC
Business Combination And Asset Acquisition [Line Items]
Acquired membership interests percentage (as a percent)		100.00%
Payment of cash		$ 281,000
Business combination, total consideration		$ 281,000
CP4 Group LLC ("Watkins")
Business Combination And Asset Acquisition [Line Items]
Number of potential earnouts | earnout			4
Payment of cash			$ 27,500,000
Transaction costs related to acquisition			200,000
Goodwill			24,542,000
Business combination, total consideration			27,500,000
Business combination compensation for post combination services			$ 22,500,000
Harvest Health & Recreation, Inc
Business Combination And Asset Acquisition [Line Items]
Acquired membership interests percentage (as a percent)					100.00%
Increase in goowill											$ 1,600,000
Stock options, warrants, restricted stock units and other outstanding equity instruments fair value					$ 18,400,000
Fair value of warrants classified as liabilities					3,103,000
Trulieve Subordinated Voting Shares					1,369,024,000
Goodwill					663,675,000
Business combination, total consideration					1,390,521,000
Increase in non-controlling interests											$ 1,600,000
Harvest Health & Recreation, Inc | General and administrative
Business Combination And Asset Acquisition [Line Items]
Transaction costs related to acquisition					$ 13,000,000
Harvest Health & Recreation, Inc | Stock options
Business Combination And Asset Acquisition [Line Items]
Equity interests acquired, number of shares | shares					1,266,641
Business acquisition pre-combination fair value awards					$ 6,200,000
Harvest Health & Recreation, Inc | Restricted share units
Business Combination And Asset Acquisition [Line Items]
Equity interests acquired, number of shares | shares					18,297
Business acquisition pre-combination fair value awards					$ 500,000
Harvest Health & Recreation, Inc | Warrants
Business Combination And Asset Acquisition [Line Items]
Equity interests acquired, number of shares | shares					1,011,095
Business acquisition pre-combination fair value awards					$ 7,700,000
Harvest Health & Recreation, Inc | Subordinate Voting Shares Warrant
Business Combination And Asset Acquisition [Line Items]
Equity interests acquired, number of shares | shares					1,009,416
Business acquisition pre-combination fair value awards					$ 4,600,000
Harvest Health & Recreation, Inc | Multiple Voting Shares Warrants
Business Combination And Asset Acquisition [Line Items]
Equity interests acquired, number of shares | shares					1,679
Harvest Health & Recreation, Inc | Subordinate Voting Shares
Business Combination And Asset Acquisition [Line Items]
Business acquisition pre-combination fair value awards					$ 3,100,000
Additional consideration other outstanding equity instruments issued fair value					$ 7,100,000
Anna Holdings, LLC
Business Combination And Asset Acquisition [Line Items]
Acquired membership interests percentage (as a percent)						100.00%
Stock options, warrants, restricted stock units and other outstanding equity instruments fair value						$ 35,385,000
Equity interests acquired, fair value						$ 35,400,000
Equity interests acquired, number of shares | shares						1,009,336
Payment of cash						$ 20,251,000
Goodwill						39,703,000
Business combination, total consideration						55,636,000
Business combination, contingent consideration on enactment, adoption or approval						5,000,000
Business combination, contingent consideration liability						$ 0
Dispensary Licenses | Greenhouse Wellness WV Dispensaries LLC
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life		15 years
Dispensary Licenses | Harvest Health & Recreation, Inc
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life					15 years
Dispensary Licenses | Anna Holdings, LLC
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life						15 years
Tradenames | Maximum
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life													10 years
Tradenames | Maximum | Harvest Health & Recreation, Inc
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life					5 years
Tradenames | Minimum
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life													2 years
Tradenames | Minimum | Harvest Health & Recreation, Inc
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life					1 year
Customer Relationships | Harvest Health & Recreation, Inc
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life					1 year
Customer Relationships | Maximum
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life													5 years
Customer Relationships | Minimum
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life													1 year
Florida Cannabis License | Harvest Health & Recreation, Inc
Business Combination And Asset Acquisition [Line Items]
Acquired intangible assets					$ 55,000,000
Business combination receivable for the sale proceeds was deemed acquired					$ 55,000,000
Purplemed
Business Combination And Asset Acquisition [Line Items]
Percentage of membership interests acquired				100.00%
Indemnification asset				$ 500,000
Cash				$ 15,000,000
Purplemed | Dispensary Licenses
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life				15 years
Nature’s Remedy of Massachusetts, Inc.
Business Combination And Asset Acquisition [Line Items]
Total consideration								$ 16,162,000
Cash								$ 7,000,000
Number of shares issued | shares								237,881
Equity interest consideration, fair value								$ 9,100,000
Transaction costs								23,000
Nature’s Remedy of Massachusetts, Inc. | Maximum
Business Combination And Asset Acquisition [Line Items]
Transaction costs								$ 100,000
Nature’s Remedy of Massachusetts, Inc. | Dispensary Licenses
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life								15 years
Solevo Wellness West Virginia, LLC
Business Combination And Asset Acquisition [Line Items]
Percentage of membership interests acquired									100.00%
Total consideration									$ 800,000
Cash									$ 200,000
Number of shares issued | shares									11,658
Equity interest consideration, fair value									$ 400,000
Debt forgiveness									$ 100,000
Number of dispensary licenses | license									3
Solevo Wellness West Virginia, LLC | Maximum
Business Combination And Asset Acquisition [Line Items]
Transaction costs									$ 100,000
Solevo Wellness West Virginia, LLC | Dispensary Licenses
Business Combination And Asset Acquisition [Line Items]
Total consideration									$ 800,000
Definite-lived intangible assets, useful life									15 years
Definite lived intangible assets									$ 800,000
Mountaineer Holding, LLC
Business Combination And Asset Acquisition [Line Items]
Percentage of membership interests acquired										100.00%
Total consideration										$ 5,500,000
Cash										$ 3,000,000
Number of shares issued | shares										60,342
Equity interest consideration, fair value										$ 2,500,000
Number of dispensary permits | permit										2
Mountaineer Holding, LLC | Cultivation Permit and Dispensary Permits
Business Combination And Asset Acquisition [Line Items]
Total consideration										$ 5,500,000
Definite-lived intangible assets, useful life										15 years
Definite lived intangible assets										$ 5,500,000
PCMV
Business Combination And Asset Acquisition [Line Items]
Total consideration							$ 10,030,000
Number of shares issued | shares							258,383
Equity interest consideration, fair value							$ 10,000,000
Transaction costs							$ 18,000
Equity interests acquired, number of shares holdback as security for indemnity claims | shares							10,879
Equity interests acquired, number of shares holdback period as security for indemnity claims							6 months
PCMV | Dispensary Licenses
Business Combination And Asset Acquisition [Line Items]
Definite-lived intangible assets, useful life							15 years

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Acquisitions - Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($)	Apr. 26, 2022	Feb. 14, 2022	Dec. 28, 2021	Oct. 01, 2021	Jul. 08, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Consideration:
Transaction costs						$ 0
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - operating						95,910,000	$ 98,926,000
Goodwill						$ 483,905,000	$ 791,495,000	$ 765,358,000
Greenhouse Wellness WV Dispensaries LLC
Consideration:
Cash	$ 281,000
Fair value of consideration exchanged	281,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - operating	170,000
Intangible asset	270,000
Operating lease liabilities	(170,000)
Total net assets acquired	281,000
Greenhouse Wellness WV Dispensaries LLC | Favorable leasehold interest
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible asset	$ 11,000
CP4 Group LLC ("Watkins")
Consideration:
Cash		$ 27,500,000
Transaction costs		200,000
Fair value of consideration exchanged		27,500,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Inventories		2,266,000
Property and equipment		692,000
Right of use asset - operating		4,737,000
Goodwill		24,542,000
Operating lease liabilities		(4,737,000)
Total net assets acquired		$ 27,500,000
Purplemed
Consideration:
Cash			$ 15,000,000
Transaction costs			12,000
Fair value of consideration exchanged			15,012,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Prepaid expenses and other current assets			531,000
Right of use asset - operating			271,000
Intangible asset			15,076,000
Other current liabilities			(531,000)
Deferred revenue			(109,000)
Operating lease liabilities			(226,000)
Total net assets acquired			$ 15,012,000
Harvest Health & Recreation, Inc
Consideration:
Trulieve Subordinated Voting Shares				$ 1,369,024,000
Fair value of other equity instruments				18,394,000
Fair value of warrants classified as liabilities				3,103,000
Shares issued upon acquisition				18,400,000
Fair value of consideration exchanged				1,390,521,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents				85,318,000
Restricted cash				3,072,000
Accounts receivable				3,645,000
Inventories				92,537,000
Prepaid expenses and other current assets				100,129,000
Notes receivable				9,805,000
Property and equipment				191,801,000
Right of use asset - operating				73,476,000
Other assets				5,289,000
Accounts payable and accrued liabilities				(58,887,000)
Income tax payable				(24,863,000)
Deferred revenue				(4,523,000)
Operating lease liabilities				(76,558,000)
Contingencies				(26,599,000)
Notes payable				(285,238,000)
Construction finance liabilities				(79,683,000)
Other long-term liabilities				(1,085,000)
Deferred tax liabilities				(253,986,000)
Total net assets acquired				730,580,000
Non-controlling interest				(3,734,000)
Goodwill				663,675,000
Total net assets acquired				1,390,521,000
Harvest Health & Recreation, Inc | Dispensary license
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible asset				946,000,000
Harvest Health & Recreation, Inc | Trademarks
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible asset				27,430,000
Harvest Health & Recreation, Inc | Customer relationship
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible asset				$ 3,500,000
Anna Holdings, LLC
Consideration:
Cash					$ 20,251,000
Shares issued upon acquisition					35,385,000
Fair value of consideration exchanged					55,636,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents					500,000
Inventories					1,766,000
Prepaid expenses and other current assets					240,000
Property and equipment					1,144,000
Right of use asset - finance					1,340,000
Goodwill					39,703,000
Other assets					40,000
Accounts payable and accrued liabilities					(878,000)
Income tax payable					(2,892,000)
Operating lease liabilities					(1,340,000)
Other long-term liabilities					(2,179,000)
Deferred tax liabilities					(8,994,000)
Total net assets acquired					55,636,000
Anna Holdings, LLC | Dispensary license
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible asset					27,000,000
Anna Holdings, LLC | Tradenames
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible asset					100,000
Anna Holdings, LLC | Favorable leasehold interest
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible asset					$ 86,000

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Acquisitions - Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values (Details) - USD ($) $ in Thousands	Jul. 02, 2021	Jun. 30, 2021	Jun. 30, 2022
Nature’s Remedy of Massachusetts, Inc.
Consideration:
Cash		$ 7,000
Shares issued upon acquisition		9,139
Transaction costs		23
Fair value of consideration exchanged		$ 16,162
Recognized amounts of identifiable assets acquired and liabilities assumed:
Prepaid expenses and other current assets			$ 12
Property and equipment			1,006
Right of use asset - finance			799
Intangible asset			15,274
Accounts payable and accrued liabilities			(335)
Finance lease liability			(594)
Total net assets acquired			$ 16,162
PCMV
Consideration:
Shares issued upon acquisition	$ 10,012
Transaction costs	18
Fair value of consideration exchanged	10,030
Recognized amounts of identifiable assets acquired and liabilities assumed:
Right of use asset - finance	1,756
Intangible asset	10,594
Finance lease liability	(2,320)
Total net assets acquired	$ 10,030

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Account Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Trade receivables	$ 10,420	$ 8,482
Less: allowance for credit losses	(3,717)	(1,975)
Accounts receivable, net	$ 6,703	$ 6,507

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Notes Receivable - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Notes receivable, net	$ 13.7	$ 12.7
Effective interest rate	8.05%	8.31%
Interest income	$ 1.2	$ 1.3	$ 0.2
Accrued interest receivable	$ 0.1	$ 0.1

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Notes Receivable - Schedule of Stated Maturities of Notes Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
2024	$ 6,233
2025	6,943
2026	75
2027	75
2028	75
Thereafter	300
Total notes receivable	13,701
Less: discount on notes receivable	(45)
Notes receivable - current portion	(6,233)	$ (728)
Notes receivable, net	$ 7,423	$ 11,992

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Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory [Line Items]
Total raw material	$ 57,901	$ 71,173
Work in process	104,428	158,448
Total inventories	213,120	276,505
Cannabis Plants
Inventory [Line Items]
Total raw material	21,429	21,523
Packaging and Supplies
Inventory [Line Items]
Total raw material	36,472	49,650
Unmedicated
Inventory [Line Items]
Finished goods	6,516	7,323
Medicated
Inventory [Line Items]
Finished goods	$ 44,275	$ 39,561

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Inventories - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cost of goods sold
Inventory [Line Items]
Adjustments to valuation of inventory	$ 4.4	$ 6.3	$ 0.8

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Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Total property and equipment, gross	$ 875,837	$ 869,126
Less: accumulated depreciation	(199,485)	(125,866)
Property and equipment, net	676,352	743,260
Land
Property Plant And Equipment [Line Items]
Total property and equipment, gross	26,699	38,485
Buildings and improvements
Property Plant And Equipment [Line Items]
Total property and equipment, gross	528,173	497,493
Furniture and equipment
Property Plant And Equipment [Line Items]
Total property and equipment, gross	292,128	277,164
Vehicles
Property Plant And Equipment [Line Items]
Total property and equipment, gross	814	839
Construction in progress
Property Plant And Equipment [Line Items]
Total property and equipment, gross	$ 28,023	$ 55,145

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Property and Equipment - Expenses Related To Property And Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Interest expense	$ (148)	$ 4,728	$ 9,231
Impairment and disposal of long-lived assets, net	2,712	1,294	0
Loss on disposal	5,320	54,509	1,732
Gain on sale	(251)	(654)	0
Cost of goods sold
Property Plant And Equipment [Line Items]
Depreciation expense	55,114	44,383	19,924
Depreciation and Amortization
Property Plant And Equipment [Line Items]
Depreciation expense	$ 21,004	$ 26,216	$ 11,944

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Intangible Assets & Goodwill - Summary of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,109,317	$ 1,096,517
Accumulated Amortization	192,126	111,720
Net Book Value	917,191	984,797
Licenses
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,046,544	1,044,161
Accumulated Amortization	159,084	89,367
Net Book Value	887,460	954,794
Trademarks
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	27,430	27,430
Accumulated Amortization	17,609	12,530
Net Book Value	9,821	14,900
Internal use software
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	26,947	16,528
Accumulated Amortization	7,520	3,065
Net Book Value	19,427	13,463
Tradenames
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,861	4,862
Accumulated Amortization	4,461	3,506
Net Book Value	400	1,356
Customer relationship
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,535	3,536
Accumulated Amortization	3,452	3,252
Net Book Value	$ 83	$ 284

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Intangible Assets & Goodwill - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 80.4	$ 81.7	$ 27.7
Weighted average amortization period remaining for intangible assets (in years)	12 years 4 months 24 days
Disposed of by Sale
Finite Lived Intangible Assets [Line Items]
Gain (loss) on disposition of intangible assets	$ 3.0

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Intangible Assets & Goodwill - Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 81,597
2025	78,197
2026	75,213
2027	72,712
2028	69,056
Thereafter	540,416
Net Book Value	$ 917,191	$ 984,797

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Intangible Assets & Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, Beginning Balance		$ 791,495	$ 765,358
Impairment of goodwill	$ (307,600)	(307,590)	0	$ 0
Goodwill, Ending Balance		$ 483,905	791,495	$ 765,358
Watkins Cultivation Operations
Goodwill [Roll Forward]
Acquisitions			24,542
Harvest Health & Recreation, Inc
Goodwill [Roll Forward]
Measurement period adjustments and revisions of purchase price allocations			$ 1,595

XML

Held for Sale - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]
Loss on impairment charges for disposal of held for sale assets	$ 3.8	$ 8.6	$ 0.0

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Held for Sale - Summary of Held for Sale Assets (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Disposal Group, Including Discontinued Operations, Held For Sale [Roll Forward]
Held for sale assets, Beginning balance	$ 14,521
Assets moved to held for sale	18,694
Non-cash settlement	(2,481)
Impairments	(2,810)
Assets sold	(12,344)
Held for sale assets, Ending balance	15,580
Held for sale liabilities, Beginning balance	0
Liabilities moved to held for sale	(1,997)
Liabilities settled associated with held for sale assets	1,997
Held for sale liabilities, Ending balance	$ 0

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Notes Payable - Schedule of Notes Payable (Details) $ in Thousands		12 Months Ended
	Nov. 15, 2022	Dec. 31, 2023 USD ($) note	Dec. 31, 2021 note	Dec. 31, 2022 USD ($)
Notes Payable [Line Items]
Total notes payable		$ 121,753		$ 108,533
Less: debt discount		(2,139)		(1,833)
Less: current portion of notes payable		(3,759)		(12,453)
Notes payable		115,855		94,247
Mortgages
Notes Payable [Line Items]
Total notes payable		119,161		96,495
Promissory Notes
Notes Payable [Line Items]
Total notes payable		$ 2,592		12,038
Promissory notes dated December 21, 2022
Notes Payable [Line Items]
Stated Interest Rate		7.53%
Number of promissory notes, closed | note		4
Promissory notes dated December 21, 2022 | Mortgages
Notes Payable [Line Items]
Total notes payable		$ 70,046		71,500
Stated Interest Rate		7.53%
Effective Interest Rate		7.86%
Net Book Value Of Collateral		$ 166,932
Promissory note dated December 22, 2023 | Mortgages
Notes Payable [Line Items]
Total notes payable		$ 25,000		0
Stated Interest Rate		8.31%
Effective Interest Rate		8.48%
Net Book Value Of Collateral		$ 59,677
Promissory note dated December 22, 2022 | Mortgages
Notes Payable [Line Items]
Total notes payable		$ 18,470		18,900
Stated Interest Rate		7.30%
Effective Interest Rate		7.38%
Net Book Value Of Collateral		$ 9,017
Promissory note dated December 22, 2022 | US Treasury (UST) Interest Rate
Notes Payable [Line Items]
Debt instrument, basis spread on variable rate (as a percent)		3.50%
Promissory notes dated October 1, 2021
Notes Payable [Line Items]
Stated Interest Rate	8.14%
Refinancing debt instrument term	5 years
Promissory notes dated October 1, 2021 | Mortgages
Notes Payable [Line Items]
Total notes payable		$ 5,645		6,095
Stated Interest Rate		8.14%
Effective Interest Rate		8.29%
Net Book Value Of Collateral		$ 11,860
Promissory note dated December 22, 2022 | Promissory Notes
Notes Payable [Line Items]
Total notes payable		$ 0		5,500
Stated Interest Rate		10.00%
Effective Interest Rate		10.00%
Promissory notes acquired in Harvest Acquisition
Notes Payable [Line Items]
Number of promissory notes, acquired | note			6
Promissory notes acquired in Harvest Acquisition | Promissory Notes
Notes Payable [Line Items]
Total notes payable		$ 1,707		5,338
Promissory notes acquired in Harvest Acquisition | Minimum
Notes Payable [Line Items]
Stated Interest Rate		0.00%
Promissory notes acquired in Harvest Acquisition | Maximum
Notes Payable [Line Items]
Stated Interest Rate		7.50%
Promissory notes acquired in Harvest Acquisition | Weighted Average
Notes Payable [Line Items]
Stated Interest Rate		6.60%
Promissory note of consolidated variable-interest entity dated February 1, 2022 | Promissory Notes
Notes Payable [Line Items]
Total notes payable		$ 885		$ 1,200
Stated Interest Rate		8.00%
Effective Interest Rate		8.00%

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Notes Payable - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Interest expense incurred	$ 8.4	$ 1.0	$ 1.9
Notes payable, accretion expense	$ 0.3	$ 0.1	$ 0.1

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Notes Payable - Schedule of Stated Maturities of Notes Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2024	$ 3,751
2025	4,331
2026	4,655
2027	70,034
2028	23,199
Thereafter	15,783
Total notes payable	$ 121,753	$ 108,533

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Private Placement Notes - Additional Information (Details)				1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 01, 2023 USD ($)	Jan. 28, 2022 USD ($)	Oct. 06, 2021 USD ($)	Dec. 31, 2019 USD ($) warrant $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt, net						$ 5,937,000	$ 0	$ 0
Proceeds from shares issued pursuant to private placement notes, net of issuance costs						0	0	217,896,000
Debt instrument, fair value						310,500,000
Interest expense incurred						49,700,000	52,000,000	22,200,000
Accretion expense						$ 5,300,000	$ 5,200,000	$ 3,500,000
June Notes
Debt Instrument [Line Items]
Debt instrument term (in years)				5 years
Debt instrument face amount				$ 70,000,000
Warrants to purchase of shares (in shares) | shares				1,470,000
Exercise price at grant date (in dollars per share) | $ / shares				$ 13.47
Debt instrument exercised period (in years)				3 years
Stated Interest Rate						9.75%
November Notes
Debt Instrument [Line Items]
Debt instrument term (in years)				5 years
Debt instrument face amount				$ 60,000,000
Warrants to purchase of shares (in shares) | shares				1,560,000
Exercise price at grant date (in dollars per share) | $ / shares				$ 980
Denominations value of note issued				$ 1,000
Number of warrants in denominations | warrant				26
Debt instrument exercised period (in years)				3 years
Stated Interest Rate						9.75%
2026 Notes - Tranche One
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt, net					$ 8,200,000
Stated Interest Rate			8.00%			8.00%
Gross proceeds from private placement			$ 350,000,000
Proceeds from shares issued pursuant to private placement notes, net of issuance costs			$ 342,600,000
Extinguishment of debt					$ 57,000,000
Repurchased amount at discount, percent (as a percent)					0.165
Payment for debt extinguishment					$ 47,600,000
2026 Notes - Tranche Two
Debt Instrument [Line Items]
Stated Interest Rate		8.00%				8.00%
Gross proceeds from private placement		$ 76,900,000
Proceeds from shares issued pursuant to private placement notes, net of issuance costs		$ 75,600,000
June and Novemeber Notes
Debt Instrument [Line Items]
Repurchased face amount	$ 130,000,000
Percentage of debt instrument redeemed	100.00%
Gain (loss) on extinguishment of debt, net	$ (2,400,000)

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Private Placement Notes - Schedule of Private Placement Notes Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jan. 28, 2022	Oct. 06, 2021
Debt Instrument [Line Items]
Total private placement notes	$ 368,000	$ 555,000
Less: Unamortized debt discount and issuance costs	(4,785)	(13,336)
Less: current portion of private placement notes, net	0	0
Private placement notes, net	363,215	541,664
2026 Notes - Tranche One
Debt Instrument [Line Items]
Total private placement notes	$ 293,000	350,000
Stated Interest Rate	8.00%			8.00%
Effective Interest Rate	8.52%
2026 Notes - Tranche Two
Debt Instrument [Line Items]
Total private placement notes	$ 75,000	75,000
Stated Interest Rate	8.00%		8.00%
Effective Interest Rate	8.43%
June Notes
Debt Instrument [Line Items]
Total private placement notes	$ 0	70,000
Stated Interest Rate	9.75%
Effective Interest Rate	13.32%
November Notes
Debt Instrument [Line Items]
Total private placement notes	$ 0	$ 60,000
Stated Interest Rate	9.75%
Effective Interest Rate	13.43%

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Private Placement Notes - Summary of Scheduled Annual Maturities of Principal Portion of Private Placement Notes Outstanding (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2026	$ 368,000
Total private placement notes	$ 368,000	$ 555,000

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Leases - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) lease	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Capital Leased Assets [Line Items]
Loss on disposal of right of use assets	$ 5.7	$ 17.8	$ 0.0
Number of cannabis dispensary leases | lease	2
Property Lease Guarantee, Retail Lease
Capital Leased Assets [Line Items]
Lease term (in years)	6 years
Maximum exposure, undiscounted	$ 5.4
Guarantee obligations, approximate term	6 years
Property Lease Guarantee, Cannabis Dispensary
Capital Leased Assets [Line Items]
Maximum exposure, undiscounted	$ 5.5
Property Lease Guarantee, Cannabis Dispensary | Minimum
Capital Leased Assets [Line Items]
Lease term (in years)	7 years
Property Lease Guarantee, Cannabis Dispensary | Maximum
Capital Leased Assets [Line Items]
Lease term (in years)	8 years
Property Lease Guarantee, Undiscounted Future Minimum Lease Payments
Capital Leased Assets [Line Items]
Maximum exposure, undiscounted	$ 2.4
Property Lease Guarantee, Additional Payments
Capital Leased Assets [Line Items]
Maximum exposure, undiscounted	$ 3.1
New Lease Agreement
Capital Leased Assets [Line Items]
Lease term (in years)	14 years
Guarantee obligations, approximate term	10 years
Guarantee obligation, maximum exposure value	$ 11.7
Guarantee obligation, remaining term (in years)	10 years

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Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Capital Leased Assets [Line Items]
Operating lease cost	$ 20,291	$ 20,428	$ 10,754
Finance lease cost:
Amortization of lease assets	10,357	10,935	7,638
Interest on lease liabilities	6,449	6,549	4,385
Finance lease cost	16,806	17,484	12,023
Variable lease cost	9,766	7,887	6,013
Short term lease expense	406	751	334
Total lease cost	47,269	46,550	29,124
Cost of goods sold
Finance lease cost:
Total lease cost	$ 3,200	$ 4,000	$ 3,600

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Leases - Summary of Other Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 19,283	$ 21,092
Operating cash flows from finance leases	6,483	6,542
Financing cash flows from finance leases	7,213	7,042
ASC 842 lease additions and modifications
Operating leases	14,016	19,920
Finance leases	$ 1,021	$ 25,909
Weighted average discount rate:
Operating leases, weighted average discount rate (as a percent)	8.33%	9.29%
Finance leases, weighted average discount rate (as a percent)	8.99%	8.66%
Weighted average remaining lease term (in years):
Operating leases, weighted average remaining lease term (in years)	6 years 11 months 12 days	8 years 3 months 25 days
Finance leases, weighted average remaining lease term (in years)	7 years 2 months 19 days	7 years 9 months 14 days

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Leases - Schedule of Future Lease Payments under Non-cancellable Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating leases
2024	$ 19,713
2025	19,651
2026	18,872
2027	18,232
2028	17,399
Thereafter	58,317
Total undiscounted lease liabilities	152,184
Less: Interest	(49,881)
Total present value of minimum lease payments	102,303
Operating lease liabilities - current portion	(10,068)	$ (10,291)
Operating lease liabilities	92,235	99,851
Finance leases
2024	13,635
2025	13,492
2026	12,915
2027	12,047
2028	11,439
Thereafter	33,412
Total undiscounted lease liabilities	96,940
Less: Interest	(27,627)
Total present value of minimum lease payments	69,313
Finance lease liabilities - current portion	(7,637)	(8,271)
Finance lease liabilities	$ 61,676	$ 69,948

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Construction Finance Liabilities - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Construction Finance Liability [Line Items]
Construction finance liabilities	$ 138,125	$ 138,400
Weighted average remaining lease term (in years)	16 years 9 months 18 days
Construction finance liability interest expense	$ 16,400	$ 15,900	$ 7,800
Minimum
Construction Finance Liability [Line Items]
Contractual term (in years)	10 years
Maximum
Construction Finance Liability [Line Items]
Contractual term (in years)	25 years

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Construction Finance Liabilities - Schedule of Future Minimum Lease Payments for Construction Finance Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Construction Finance Liability [Abstract]
2024	$ 17,043
2025	17,521
2026	18,013
2027	18,519
2028	19,039
Thereafter	283,385
Total future payments	373,520
Less: Interest	(235,395)
Total present value of minimum payments	138,125	$ 138,400
Construction finance liability - current portion	(1,466)	(1,189)
Construction finance liabilities	$ 136,659	$ 137,144

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Share Capital - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 vote Segment shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Conversion Ratio, Subordinate Voting Shares to Multiple Voting Share
Class Of Stock [Line Items]
Conversion of stock, conversion ratio	100
Conversion Ratio, Super Voting Share to Multiple Voting Share
Class Of Stock [Line Items]
Conversion of stock, conversion ratio	1
Subordinate Voting Shares
Class Of Stock [Line Items]
Number of votes entitled by each subordinate voting share	1
Shares outstanding (in shares)	160,009,432	159,761,126	128,587,173	59,952,461
Multiple Voting Shares
Class Of Stock [Line Items]
Number of votes entitled by each subordinate voting share	1
Number of votes entitled by each share of common stockholder | Segment	100
Shares outstanding (in shares)	26,226,386	26,226,386	51,916,999	1,439,037
Super Voting Shares
Class Of Stock [Line Items]
Number of votes entitled by each subordinate voting share	2
Number of votes entitled by each share of common stockholder | vote	200
Shares outstanding (in shares)	0	0	0	58,182,500

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Share Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions					12 Months Ended
	Jul. 25, 2023	Mar. 31, 2022	Feb. 24, 2022	Jan. 04, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation unvested options, unrecognized compensation cost					$ 2.0
Stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period (in years)					9 months 10 days
Restricted share units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation options, vesting period (in years)		2 years	2 years	2 years
Weighted average price, Granted (in dollars per share)					$ 3.99	$ 21.51	$ 25.45
Fair value of shares vested					$ 2.1	$ 1.6	$ 73.4
Share based compensation, RSUs, unrecognized compensation cost					$ 9.0
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period (in years)					9 months 21 days
Restricted share units | Director
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation options, vesting period (in years)	30 days
Restricted share units | Officers And Certain Management Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation options, vesting period (in years)	2 years
Minimum | Restricted share units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation options, vesting period (in years)					2 years
Maximum | Restricted share units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation options, vesting period (in years)					3 years
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, reserved for future issuance (in shares)					14,000,000
2021 Plan | Stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation options, vesting period (in years)	3 years
2021 Plan | Minimum | Stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation options, vesting period (in years)			2 years	2 years
2021 Plan | Maximum | Stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation options, vesting period (in years)			3 years	3 years

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Share Based Compensation - Schedule of Fair Value of Options Granted with Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility rate, minimum (as a percent)	60.07%	51.81%	49.64%
Expected volatility rate, maximum (as a percent)	60.85%	52.87%	56.04%
Expected annual rate of dividends (as a percent)	0.00%	0.00%	0.00%
Risk free annual interest rate, minimum (as a percent)	4.34%	1.20%	0.16%
Risk free annual interest rate, maximum (as a percent)	4.53%	1.79%	1.15%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value at grant date (in dollars per share)	$ 1.83	$ 8.39	$ 1.44
Expected life in years	3 years 3 months 18 days	3 years 6 months	3 years 2 months 12 days
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value at grant date (in dollars per share)	$ 2.00	$ 11.01	$ 14.13
Expected life in years	3 years 11 months 19 days	4 years 6 months	6 years 2 months 12 days

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Share Based Compensation - Schedule of Share Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	$ 7,106	$ 9,552	$ 1,781
Stock Option Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	3,469	8,572	7,473
Cost of goods sold | RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	744	900	306
Cost of goods sold | Stock Option Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	66	172	662
General and administrative | RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	5,754	8,190	1,239
General and administrative | Stock Option Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	3,344	8,157	5,722
Sales and marketing | RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	608	462	236
Sales and marketing | Stock Option Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	$ 59	$ 243	$ 1,089

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Share Based Compensation - Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Number of options
Number of options outstanding, Beginning balance (in shares) | shares	3,177,815
Number of options, granted (in shares) | shares	1,754,817
Number of options, forfeited (in shares) | shares	(735,574)
Number of options outstanding, Ending balance (in shares) | shares	4,197,058
Number of options, Vested and Exercisable (in shares) | shares	3,248,599
Weighted average exercise price
Weighted average exercise price Outstanding, beginning balance (in dollars per share) | $ / shares	$ 25.96
Weighted average exercise price, Granted (in dollars per share) | $ / shares	3.99
Weighted average exercise price, Forfeited (in dollars per share) | $ / shares	20.48
Weighted average exercise price Outstanding, Ending balance (in dollars per share) | $ / shares	17.73
Weighted average exercise price, Vested and Exercisable (in dollars per share) | $ / shares	$ 21.34
Weighted Average Remaining Contractual Life (Yrs) Outstanding	4 years 10 months 28 days
Weighted Average Remaining Contractual Life (Yrs), Exercisable	3 years 10 months 13 days
Aggregate intrinsic value, Outstanding | $	$ 0
Aggregate intrinsic value, Vested and Exercisable | $	$ 0

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Share Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted share units - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of restricted stock units
Number of warrants, Outstanding, Beginning Balance (in shares)	720,707
Number of warrants, Granted (in shares)	2,955,177
Number of warrants, Vested (in shares)	(415,115)
Number of shares/warrants, Forfeited (in shares)	(574,553)
Number of warrants, Outstanding, Ending Balance (in shares)	2,686,216	720,707
Weighted-average grant date fair value
Weighted average exercise price, Beginning Balance (in dollars per share)	$ 22.36
Weighted average price, Granted (in dollars per share)	3.99	$ 21.51	$ 25.45
Weighted average price, Vested (in dollars per share)	23.06
Weighted average price, Forfeited (in dollars per share)	6.03
Weighted average exercise price, Ending Balance (in dollars per share)	$ 5.47	$ 22.36

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Earnings Per Share - Schedule of Reconciliation For Calculation Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Continuing Operations
Net (loss) income from continuing operations	$ (435,895)	$ (182,618)	$ 30,525
Less: net loss attributable to non-controlling interest	(5,147)	(3,994)	(587)
Net (loss) income from continuing operations available to common shareholders of Trulieve Cannabis Corp.	(430,748)	(178,624)	31,112
Discontinued Operations
Net loss from discontinued operations, net of tax benefit (provision) of $4,101, $12,223, and $(339) respectively	(97,241)	(70,109)	(13,080)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)	(2,669)	0
Net loss from discontinued operations excluding non-controlling interest	$ (96,048)	$ (67,440)	$ (13,080)
Denominator:
Weighted average number of common shares outstanding (in shares)	188,974,176	187,995,317	139,366,940
Dilutive effect of securities outstanding (in shares)	0	0	7,390,346
Diluted weighted average number of common shares outstanding (in shares)	188,974,176	187,995,317	146,757,286
Loss per share - Continuing Operations
Basic loss per share (in dollars per share)	$ (2.28)	$ (0.95)	$ 0.22
Diluted loss per share (in dollars per share)	(2.28)	(0.95)	0.21
Loss per share - Discontinued Operations
Basic loss per share (in dollars per share)	(0.51)	(0.36)	(0.09)
Diluted loss per share (in dollars per share)	$ (0.51)	$ (0.36)	$ (0.09)

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Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share based awards	4,197,058	3,177,815	1,694,424
Restricted share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share based awards	2,686,216	720,707	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share based awards	9,496	177,391	409,811

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Earnings Per Share - Additional Information (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock, shares outstanding (in shares)	186,235,818	185,987,512
Common stock, shares issued (in shares)	186,235,818	185,987,512
Not Contractually Issuable Until 2024 | Restricted share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock, reserved for future issuance (in shares)	2,900,000
Not Contractually Issuable Until the Earlier of December 1, 2030 | Restricted share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock, reserved for future issuance (in shares)	100,000

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Income Taxes - Summary of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 121,722	$ 141,582	$ 141,684
State	46,808	38,633	29,677
Total current tax expense	168,530	180,215	171,361
Deferred:
Federal	(17,855)	(17,814)	(21,414)
State	(1,088)	793	(4,421)
Foreign	(1,191)	(1,461)	0
Total deferred tax expense	(20,134)	(18,482)	(25,835)
Change in valuation allowance	2,962	1,647	196
Total income tax expense	$ 151,358	$ 163,380	$ 145,722

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Income Taxes - Summary of Federal Statutory Income Tax Rate Percentage to Effective Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
(Loss) income before income taxes	$ (284,537)	$ (19,238)	$ 176,247
Federal statutory rate (as a percent)	21.00%	21.00%	21.00%
Theoretical tax (benefit) provision	$ (59,753)	$ (4,040)	$ 37,012
Effects of tax rates in foreign jurisdictions	15	16	0
State taxes	835	14,598	25,580
Changes in state tax rates	5,772	4,763	(912)
Uncertain tax position, inclusive of interest and penalties	130,481	146,702	77,783
Change in valuation allowance	2,962	1,647	196
Other	881	(4,793)	(1,000)
Tax effect of non-deductible expenses:
IRC Section 280E disallowance	0	0	6,798
Goodwill impairment	64,594	0	0
Stock compensation	1,170	169	95
Political contributions	4,401	4,318	170
Total non-deductible expenses	70,165	4,487	7,063
Total income tax expense	$ 151,358	$ 163,380	$ 145,722
Effective tax rates	(53.20%)	(849.30%)	82.70%

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Income Taxes - Summary of Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Lease liabilities	$ 2,623	$ 3,094
Finance liabilities	27,695	27,386
Net operating losses	10,098	6,596
Inventory reserves	4,667	1,665
Other deferred tax assets	759	1,421
Total deferred tax assets:	45,842	40,162
Deferred tax liabilities:
Right of use assets	(2,356)	(3,112)
Intangible assets	(221,743)	(236,353)
Property and equipment	(19,150)	(19,004)
Total deferred tax liabilities:	(243,249)	(258,469)
Valuation allowance	(9,557)	(6,596)
Net deferred tax liability	$ (206,964)	$ (224,903)

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Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 19,459
Interest recorded in income tax expense, net of reversals			$ 0
Penalties recorded in income tax expense, net of reversals			0
Ending balance	180,350	$ 19,459
Unrecognized Tax Benefits, Inventory Costs
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	41,781	44,850
Reductions based on lapse of statute of limitations	(1,053)	(4,228)
Additions based on tax positions related to the current year	152,313	0
Additions based on refunds requested but not received related to prior year	111,664	0
Additions based on refunds received related to prior years	62,391	0
Additions based on tax positions related to the prior year	175,666	1,159
Ending balance	542,762	41,781	44,850
Uncertain Tax Liabilities
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	19,459	6,665
Reductions based on lapse of statute of limitations	(1,053)	(4,228)
Additions based on tax positions related to the current year	139,914	2,017
Additions based on refunds received related to prior years	62,391	0
Additions based on tax positions related to the prior year	113,815	12,887
Reclass tax payment on account	(157,063)	0
Interest recorded in income tax expense, net of reversals	3,150	(247)
Penalties recorded in income tax expense, net of reversals	(263)	2,365
Ending balance	180,350	$ 19,459	$ 6,665
280E Position
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Ending balance	$ 152,100

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Income Taxes - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Contingency [Line Items]
Uncertain tax liability including interest and penalties		$ 6.4	$ 3.5
Subsequent Event
Income Tax Contingency [Line Items]
Income tax refunds, proceeds	$ 50.3
Canada
Income Tax Contingency [Line Items]
Operating loss carryforward subject to expiration		11.2
Operating loss valuation allowance		11.2
State
Income Tax Contingency [Line Items]
Operating loss carryforward subject to expiration		342.4
Operating loss carryforward not subject to expiration		92.6
Operating loss valuation allowance		100.3
Operating loss carryforwards		319.5
U.S. Federal
Income Tax Contingency [Line Items]
Operating loss carryforward not subject to expiration		219.0
Operating loss carryforwards		$ 209.0

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Discontinued Operations - Summary of Assets and Liabilities Associated with Discontinued Operations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets associated with discontinued operations
Other current assets	$ 0	$ 11
Nevada Operations | Disposed of by Sale
Assets associated with discontinued operations
Cash	301	5,702
Accounts receivable, net	841	2,936
Inventories	0	21,310
Income tax receivable	0	2,299
Prepaid expenses	816	1,475
Deferred tax asset	0	766
Property and equipment, net	0	53,687
Right of use assets - operating, net	0	2,453
Right of use assets - finance, net	0	5,736
Intangible assets, net	0	27,849
Other assets	2,010	2,638
Total assets associated with discontinued operations	3,968	126,862
Liabilities associated with discontinued operations
Accounts payable and accrued liabilities	530	1,617
Deferred revenue	0	109
Operating lease liabilities - current portion	165	146
Finance lease liabilities - current portion	291	456
Construction finance liability - current portion	2,003	0
Operating lease liabilities	15,332	17,108
Finance lease liabilities	2,048	5,890
Construction finance liability	24,167	45,217
Other long-term liabilities	6	155
Total liabilities associated with discontinued operations	$ 44,542	$ 70,698

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Discontinued Operations - Summary of Loss from Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other (expense) income:
Tax benefit (expense) of discontinued operations	$ (4,101)	$ (12,223)	$ 339
Net loss from discontinued operations, net of taxes	(97,241)	(70,109)	(13,080)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)	(2,669)	0
Net loss from discontinued operations excluding non-controlling interest	(96,048)	(67,440)	(13,080)
Nevada Operations | Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	10,590	24,634	6,451
Cost of goods sold	29,843	37,897	6,895
Gross margin	(19,253)	(13,263)	(444)
Expenses:
Operating expenses	7,522	13,821	6,661
Impairment and disposal of long-lived assets, net	69,480	49,130	0
Total Expenses	77,002	62,951	6,661
Loss from operations	(96,255)	(76,214)	(7,105)
Other (expense) income:
Other expense, net	(5,087)	(6,118)	(5,636)
Total other expense, net	(5,087)	(6,118)	(5,636)
Loss before provision for income taxes	(101,342)	(82,332)	(12,741)
Tax benefit (expense) of discontinued operations	(4,101)	(12,223)	339
Net loss from discontinued operations, net of taxes	(97,241)	(70,109)	(13,080)
Less: net loss attributable to non-controlling interest from discontinued operations	(1,193)	(2,669)	0
Net loss from discontinued operations excluding non-controlling interest	$ (96,048)	$ (67,440)	$ (13,080)

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Discontinued Operations - Summary of Depreciation, Amortization, Loss on Impairment of Long-lived Assets, and Capital Expenditures of Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Noncash partial extinguishment of construction finance liability	$ 18,486	$ 0	$ 0
Nevada Operations | Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization	3,798	10,787	5,228
Purchases of property and equipment	67	844	57,479
Loss on impairment and disposal of long-lived assets	69,480	49,130	69
Noncash partial extinguishment of construction finance liability	$ 18,486	$ 0	$ 0

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Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Massachusetts
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on extinguishment on result of lease reassessment	$ 18.5
Nevada Operations | Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on disposition of operating right of use assets		$ 14.0

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Discontinued Operations - Schedule of Future Minimum Lease Payments for Construction Finance Liability (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
2024	$ 17,043
2025	17,521
2026	18,013
2027	18,519
2028	19,039
Thereafter	283,385
Total future payments	373,520
Less: Interest	(235,395)
Total present value of minimum payments	138,125	$ 138,400
Construction finance liability - current portion	(1,466)	(1,189)
Construction finance liability	136,659	$ 137,144
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
2024	5,455
2025	5,619
2026	5,788
2027	5,961
2028	6,140
Thereafter	12,287
Total future payments	41,250
Less: Interest	(15,080)
Total present value of minimum payments	26,170
Construction finance liability - current portion	(2,003)
Construction finance liability	$ 24,167

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Discontinued Operations - Schedule of Future Lease Payments under Non-cancellable Leases Related to Discontinued Operations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating leases
2024	$ 19,713
2025	19,651
2026	18,872
2027	18,232
2028	17,399
Thereafter	58,317
Total undiscounted lease liabilities	152,184
Less: Interest	(49,881)
Total present value of minimum lease payments	102,303
Operating lease liabilities - current portion	10,068	$ 10,291
Operating lease liabilities	92,235	99,851
Finance leases
2024	13,635
2025	13,492
2026	12,915
2027	12,047
2028	11,439
Thereafter	33,412
Total undiscounted lease liabilities	96,940
Less: Interest	(27,627)
Total present value of minimum lease payments	69,313
Finance lease liabilities - current portion	7,637	8,271
Finance lease liabilities	61,676	$ 69,948
Discontinued Operations
Operating leases
2024	1,739
2025	1,798
2026	1,859
2027	1,922
2028	1,979
Thereafter	23,503
Total undiscounted lease liabilities	32,800
Less: Interest	(17,303)
Total present value of minimum lease payments	15,497
Operating lease liabilities - current portion	165
Operating lease liabilities	15,332
Finance leases
2024	494
2025	509
2026	476
2027	377
2028	389
Thereafter	835
Total undiscounted lease liabilities	3,080
Less: Interest	(741)
Total present value of minimum lease payments	2,339
Finance lease liabilities - current portion	291
Finance lease liabilities	$ 2,048

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Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Deconsolidated assets	$ 10,600
Deconsolidated liabilities	4,800
Loss on disposition of business			$ 10,000
Impairment and disposal of long-lived assets, net			$ 2,712	$ 1,294	$ 0
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Payment of cash		$ 400		800
Shares issued upon acquisition	1,700	$ 1,700
Proceeds from divestiture of variable interest entities	1,800			$ 2,000
Impairment and disposal of long-lived assets, net	$ 800
Minimum
Variable Interest Entity [Line Items]
Ownership interests (as a percent)			46.00%
Maximum
Variable Interest Entity [Line Items]
Ownership interests (as a percent)			95.00%

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Variable Interest Entities - Summary of Assets and Liabilities of Company's VIEs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Accounts receivable, net	$ 6,703	$ 6,507
Inventories	213,120	276,505
Other current assets	23,735	51,247
Total current assets	477,348	593,543
Property and equipment, net	676,352	743,260
Right of use assets - operating, net	95,910	98,926
Right of use assets - finance, net	58,537	70,495
Intangible assets, net	917,191	984,797
Other assets	10,379	12,768
TOTAL ASSETS	2,729,055	3,400,405
Current Liabilities:
Accounts payable and accrued liabilities	83,162	82,023
Income tax payable	0	49,615
Deferred revenue	1,335	9,459
Operating lease liabilities - current portion	10,068	10,291
Finance lease liabilities - current portion	7,637	8,271
Total current liabilities	114,849	210,295
Notes payable, net	115,855	94,247
Operating lease liabilities	92,235	99,851
Finance lease liabilities	61,676	69,948
Deferred tax liabilities	206,964	224,903
Other long-term liabilities	7,086	6,820
TOTAL LIABILITIES	1,320,442	1,472,701
Variable Interest Entity, Primary Beneficiary
Current Assets:
Cash	9,491	7,349
Accounts receivable, net	1,308	597
Inventories	8,341	7,590
Prepaid expenses	423	46
Other current assets	7	0
Total current assets	19,570	15,582
Property and equipment, net	28,068	25,994
Right of use assets - operating, net	2,744	0
Right of use assets - finance, net	259	224
Intangible assets, net	17,162	17,947
Other assets	140	344
TOTAL ASSETS	67,943	60,091
Current Liabilities:
Accounts payable and accrued liabilities	1,939	3,713
Income tax payable	2,017	1,615
Deferred revenue	2	6
Operating lease liabilities - current portion	63	0
Finance lease liabilities - current portion	60	41
Total current liabilities	4,081	5,375
Notes payable, net	885	1,200
Operating lease liabilities	2,926	0
Finance lease liabilities	210	185
Deferred tax liabilities	3,638	4,101
Other long-term liabilities	671	625
TOTAL LIABILITIES	$ 12,411	$ 11,486

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Related Parties - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Interest expense	$ 81,569	$ 73,422	$ 29,121
Lease expense	$ 200	$ 200	2,700
Related Party
Related Party Transaction [Line Items]
Interest expense			$ 1,100

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Related Parties - Right of Use Assets and Lease Liability under ASC 842 (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating
Right of use assets - operating, net	$ 95,910	$ 98,926
Lease liabilities:
Lease liabilities - current portion	10,068	10,291
Lease liabilities	92,235	99,851
Total present value of minimum lease payments	102,303
Management
Operating
Right of use assets - operating, net	706	820
Lease liabilities:
Lease liabilities - current portion	127	113
Lease liabilities	624	751
Total present value of minimum lease payments	$ 751	$ 864

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Revenue Disaggregation - Schedule of Net Revenues Comprised (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 1,129,193	$ 1,218,229	$ 931,934
Retail
Disaggregation of Revenue [Line Items]
Revenue	1,083,545	1,158,475	869,707
Wholesale
Disaggregation of Revenue [Line Items]
Revenue	43,390	55,087	61,137
Licensing and other
Disaggregation of Revenue [Line Items]
Revenue	$ 2,258	$ 4,667	$ 1,090

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Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Loss contingency accrual		$ 0.2	$ 3.0
Watkins Cultivation Operations
Loss Contingencies [Line Items]
Amounts held in escrow	$ 22.5
Litigation settlement	17.0
Amount relieved	$ 5.5
Pending Litigation
Loss Contingencies [Line Items]
Contingent liabilities		$ 4.2	$ 31.7

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Financial Instruments - Schedule Of Fair Value Of Financial Instruments By Class (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value liabilities transfers amount	$ 0	$ 0
Interest income	6,164	1,631	$ 205
Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest income	4,800	0
Interest Rate Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	2,341	2,536
Warrant Liability
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0	252
Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, fair value disclosure	145,995	340
Level 1 | Interest Rate Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0	0
Level 1 | Warrant Liability
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0	0
Level 1 | Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, fair value disclosure	145,995	340
Level 2 | Interest Rate Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	2,341	2,536
Level 2 | Warrant Liability
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0	252
Level 2 | Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, fair value disclosure	0	0
Level 3 | Interest Rate Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0	0
Level 3 | Warrant Liability
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0	0
Level 3 | Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, fair value disclosure	$ 0	$ 0

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Financial Instruments - Additional Information (Details) $ in Millions	3 Months Ended
	Dec. 31, 2022 USD ($) note	Dec. 31, 2023 USD ($)
Derivative [Line Items]
Debt instrument, fair value		$ 310.5
Notional amount	$ 71.5	$ 70.0
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Derivative [Line Items]
Number of promissory notes, acquired | note	4
Derivative, rate per annum (as a percent)	3.00%
Swap
Derivative [Line Items]
Fixed rate of interest (as a percent)	7.53%

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Subsequent Events - Narrative (Details) $ in Millions	1 Months Ended
	Jan. 31, 2024 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Income tax refunds, proceeds	$ 50.3