The Company’s Second Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan, (the “Amended 2021 Plan”) was approved at the Company's annual meeting of shareholders on June 12, 2024. The Amended 2021 Plan reserves 19,500,000 Subordinate Voting Shares for issuance thereunder. The Amended 2021 Plan is administered by the Compensation Committee of the Board of Directors.

Stock options granted to board members immediately vest. Stock options granted to officers and certain management employees vest ratably over a three-year period, subject to continued employment through each anniversary, with a maximum contractual term of seven years.

The fair value of each option award at grant date was estimated using the Black-Scholes option-pricing model with the following assumptions made and resulting grant-date fair values during the years ended December 31:


	2024	2023	2022
Weighted-average grant-date fair value	$5.47	$1.99	$9.45
Expected term (in years)	3.5 - 4.0	3.3 - 4.0	3.5 - 4.5
Expected volatility	65.7% - 66.0%	60.1% - 60.9%	51.8% - 52.9%
Expected dividend yield	0%	0%	0%
Risk-free annual interest rate	4.2%	4.3% - 4.5%	1.2% - 1.8%

The following table summarizes the Company's stock option activity for the year ended December 31, 2024:


	Number of options	Weighted average exercise price
Outstanding options, beginning of year	4,197,058	$	17.73
Granted	992,166	10.00
Exercised (1)	(153,511)	4.52
Forfeited	(335,620)	54.03
Expired	(64,026)	19.54
Outstanding options, end of year (2)	4,636,067	$	13.86
Vested and exercisable options, end of year (3)	3,606,920	$	15.68



(1) The total aggregate intrinsic value of options exercised was $1.0 million, zero, and $2.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.
(2) Outstanding options at the end of the year had a weighted average remaining contractual life of 4.0 years with a total aggregate intrinsic value of $1.7 million.
(3) Vested and exercisable options at the end of the year had a weighted average remaining contractual life of 3.6 years with a total aggregate intrinsic value of $1.2 million.

RSUs awarded to board members vest over a 30-day period. RSUs awarded to officers and certain management employees vest ratably over a two-year period subject to continued employment through each anniversary.


Restricted Stock Unit Activity	Number of restricted stock units	Weighted-average grant-date fair value
Unvested balance, beginning of year	2,686,216	$	5.47
Granted	2,194,918	10.00
Vested	(1,484,742)	6.83
Forfeited	(216,748)	8.00
Unvested balance, end of year	3,179,644	$	7.80

The weighted-average grant date fair value of RSUs granted was $3.99 and $21.51 for the years ended December 31, 2023 and 2022, respectively. The fair value of RSUs vested totaled $10.1 million, $2.1 million and $1.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.

In September 2021, the Board of Directors approved a grant of 2,904,079 RSUs for two executive officers as a replacement for canceled warrants. The RSUs immediately vested at grant, but were not contractually issuable until three years after the vesting date. In September 2024, the three-year contractual obligation was met and the holders elected to net settle their tax obligations, resulting in the issuance of 1,829,570 shares of common stock and a $12.2 million payment for taxes.


	2024		2023		2022

Statements of operations	(in thousands)
Cost of goods sold	$	1,276	$	810	$	1,072
General and administrative	16,608		9,098		16,347
Sales and marketing	2,318		667		705
Total share-based compensation expense	$	20,202	$	10,575	$	18,124

The total recognized income tax benefit was $0.7 million, nominal, and $0.3 million, for the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024, there was approximately $2.3 million and $14.1 million of total unrecognized compensation cost related to unvested stock options and unvested restricted stock units, respectively, both of which are expected to be recognized over a weighted-average service period of 0.8 years.