Trulieve Cannabis Corp.

Item 1A. Risk Factors.

Investing in our Subordinate Voting Shares involves a high degree of risk. Our 2025 Form 10-K includes detailed discussions of our risk factors under the heading Part I, Item 1ARisk Factors". In addition to the risk factors previously disclosed in Part I, Item 1A, "Risk Factors" of the 2025 Form 10-K, the additional risk factor set forth below should be carefully considered. You should consider carefully the risk factors discussed in herein, in our 2025 Form 10-K and all other information contained in or incorporated by reference in this Quarterly Report on Form 10-Q before making an investment decision. If any of the risks discussed herein and in the 2025 Form 10-K actually occur, they may materially harm our business, financial condition, operating results, cash flows or growth prospects. As a result, the market price of our Subordinate Voting Shares could decline, and you could lose all or part of your investment. Additional risks and uncertainties that are not yet identified or that we think are immaterial may also materially harm our business, financial condition, operating results, cash flows or growth prospects and could result in a complete loss of your investment. 

The following risk factors supplement the risk factors previously disclosed in our 2025 Form 10-K.

Adult use cannabis is illegal under United States federal law.

In 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 cannabair value of our equity method investment in Harvest is production and distribution by licensed or registered entities, and numerous other states have legalized cannabis in some form. On April 23, 2026, the DOJ announced the finalization of the rescheduling of medotentially volatile and a significal marijuana under the CSA from Schnt redule I to Schedule III. As a result of the rescheduling, certaction in federal tax, regulatory, and research restrictions applicable to Schedule I substances no longer apply to medical marijuana. The DOJ announcement also provided state-legal medicalthe value of Harvest could have a marijuana businesses an expedited process for registration with the DEA. The Company has applied for DEA licenses in Florida, Pennsylvania, Georgia and West Virginia, with the expected effect that the Companys operations in those medical-only states are federally legal.

However, althterial adverse effect on our financial condition and future prospects.

Through the DOJ announcement restarted the process for rescheduling adult use marijuana from Schedule I to Schedule III, until that process is complete, the Companys adult use cannabis operations remain illegal under U.S. federal law. Although we believe that our adult use cannabis business activities are compliant with applicable state and local laws in the United States, strict compliance with such state and local laws would not provide a defense to any federal proceedour ownership in the Non-Voting Units, we own a non-participating and non-voting which may be brought against us. Any such proceedings may interesult in a material adverse effect on us, including our business, financial condition, and results of operations.

We may not be able to adequately protect our Harvest, and we classify such intellectual property.

As long as adult use cannabis remains illegal under U.S. federal law as a Schedule I controlled substance under the CSA, the benefit of certain federal lawrest in Harvest as and protections that may be available to most businesses, such as federal trademark and pat equity method investment protection, may not be available to us. As a result, . The fair value of our intellectual property may not be adequately or sufficiently protected against the use or misappropriation by third parties.

Our property may be equity investment in Harvest is subject to risk of civil asset forfeiture.

Because the adult use cannabis industry remaicertain assumptions illegal under U.S. federal lawand, any associated property that is either used in the course of conductccording or comprises the proceeds of an adult use cannably, such valuation is business could be subject to seizure by law enforcementuncertain and subsequent civil asset forfeiturpotentially volatile.

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

The Racketeer Influenced Corrupt Organizations Act (RICO) criminalizesA significant reduction in the usvalue of any profits from certain defined racketeering activities in interstateHarvest commerce. While intended to providuld have an additional cause of action against organized crime, due to the fact that adult use cannabis is illegal under U.S. federal law, the Companys adult use cannabis operations could qualify as racketeering as defined by RICO. As such, all officers, managers and owners in a cannabis related business could be subject to criminal  material adverse effect on our financial condition and future prosecution under RICO. Trulieve or its subsidiaries, as well as itspects as a result officers, managers and owners could all be subject to civil claims under RICO our interest in Harvest.