Trulieve Cannabis's biggest risks in the FY2024 10-K
- Federal illegality of cannabis dominates every aspect of this company's operations, financing, and legal enforceability.
- Complex state-level regulations and local restrictions constrain marketing, licensing, and geographic expansion.
- Heavy tax burdens under Section 280E and banking limitations severely restrict financial liquidity.
The risks most specific to Trulieve Cannabis
- Risks Related to Our Business and Industry
Cannabis is illegal under United States federal law
Cannabis remains illegal under United States federal law, which creates significant regulatory and operational uncertainty for our business.
- Risks Related to Our Business and Industry
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 cash deposits in FDIC-insured banks that exceed federally insured limits, exposing us to potential bank failures and liquidity constraints.
- Risks Related to Our Business and Industry
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
Section 280E of the U.S. Internal Revenue Code prohibits business deductions for cannabis traffickers, materially increasing our tax burden.
- Risks Related to Our Business and Industry
We may not have access to United States bankruptcy protections available to non-cannabis businesses
Many courts deny cannabis businesses access to federal bankruptcy protections because cannabis is a Schedule I controlled substance.
- Risks Related to Our Business and Industry
We are subject to risks related to growing an agricultural product
Our cannabis cultivation business is subject to inherent agricultural risks, including potential losses from plant diseases and insect infestations.
- Risks Related to Our Business and Industry
Our property is subject to risk of civil asset forfeiture
Properties used in our cannabis operations are subject to seizure and civil asset forfeiture due to federal illegality.
- Risks Related to Our Business and Industry
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 identified material weaknesses in our internal controls over financial reporting related to ineffective information technology general controls and management review controls.
- Risks Related to Our Business and Industry
We are subject to security risks related to our products as well as our information and technology systems
Our facilities face significant security risks of product theft due to the limited legal availability and high value of cannabis.
All 52 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Cannabis is illegal under United States federal law
- 02The regulation of cannabis in the United States is uncertain
- 03We may be subject to constraints on and differences in marketing our products under varying state laws
- 04The cannabis industry is relatively new
- 05We face risks due to industry immaturity or limited comparable, competitive or established industry best practices
- 06Our ability to grow our medical and adult-use cannabis product offerings and dispensary services may be limited
- 07We may acquire other companies or technologies
- 08If we cannot manage our growth, it could have a material adverse effect on our business, financial condition and results of operations
- 09Anti-Money Laundering Laws in the United States may limit access to funds from banks and other financial institutions
- 10We 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
- 11The reclassification 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
- 12Potential regulation by the FDA could have a material adverse effect on our business, financial condition and results of operations
- 13Our contractual arrangements may not be as effective in providing control over the variable interest entities as direct ownership
- 14We could be materially adversely impacted due to restrictions under U.S. border entry laws
- 15Our 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
- 16We expect to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations
- 17The market for the Subordinate Voting Shares may be limited for holders of our securities who live in the United States
- 18We may not be able to locate and obtain the rights to operate at preferred locations
- 19As 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
- 20We 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
- 21We may be at a higher risk of IRS audit
- 22We may not have access to United States bankruptcy protections available to non-cannabis businesses
- 23We are a holding company and our ability to pay dividends or make other distributions to shareholders may be limited
- 24There is doubt regarding our ability to enforce contracts
- 25We face increasing competition that may materially and adversely affect our business, financial condition and results of operations
- 26We 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
- 27Our subsidiaries may not be able to obtain or maintain necessary permits and authorizations
- 28We may not be able to accurately forecast our operating results and plan our operations due to uncertainties in the cannabis industry
- 29We are subject to risks related to growing an agricultural product
- 30We may encounter unknown environmental risks
- 31We may not be able to adequately protect our intellectual property
- 32Our property is subject to risk of civil asset forfeiture
- 33Our 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
- 34We are highly dependent on certain key personnel
- 35We face inherent risks of liability claims related to the use of our products
- 36We face risks related to our products
- 37Our medical marijuana business may be impacted by consumer perception of the cannabis industry, which we cannot control or predict
- 38Product recalls could result in a material and adverse impact on our business, financial condition and results of operations
- 39We are subject to security risks related to our products as well as our information and technology systems
- 40We face exposure to fraudulent or illegal activity by employees, contractors, consultants and agents, which may subject us to investigations and actions
- 41Our reputation and ability to do business may be negatively impacted by the improper conduct by our business partners, employees or agents
- 42We may have increased labor costs based on union activity
- 43We could be subject to criminal prosecution or civil liabilities under RICO
- 44Our significant indebtedness may adversely affect our business, financial condition and financial results
- 45We may be unable to obtain adequate insurance coverage
- 46We rely on key utility services
Risks Related to Owning Subordinate Voting Shares
- 47A return on our securities is not guaranteed
- 48Additional issuances of Multiple Voting Shares or Subordinate Voting Shares may result in further dilution and could have anti-takeover effects
- 49Sales 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
- 50The market price for the Subordinate Voting Shares has been and is likely to continue to be volatile
- 51There may not be sufficient liquidity in the markets for our Subordinate Voting Shares
Risks Related to Being a Public Company
- 52We are subject to increased costs as a result of being a U.S. reporting company
Other Trulieve Cannabis 10-Ks
- FY2025 10-K risk factors43 risks1 new10 dropped3 reworded
Trulieve split customer privacy risks into a dedicated new risk factor while dropping ten older operational disclosures. Facility theft risks were separated from customer data privacy disclosures, clarifying distinct cybersecurity and physical security threats.
Filed Feb 26, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.