What the changes say
- 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.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
In addition, we collect and store personal information about our customers and we are responsible for protecting that
We face risks of data breaches, system malfunctions, and employee negligence or collusion leading to the theft of customer lists, preferences, and personal information.
Dropped
- DroppedRisks Related to Our Business and Industry
The cannabis industry is relatively new
- DroppedRisks Related to Our Business and Industry
We face risks due to industry immaturity or limited comparable, competitive or established industry best practices
- DroppedRisks Related to Our Business and Industry
The 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
- DroppedRisks Related to Our Business and Industry
Potential regulation by the FDA could have a material adverse effect on our business, financial condition and results of operations
The cannabis industry is relatively new.
- DroppedRisks Related to Our Business and Industry
Our contractual arrangements may not be as effective in providing control over the variable interest entities as direct ownership
We face risks due to industry immaturity or limited comparable, competitive or established industry best practices.
- DroppedRisks 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
- DroppedRisks 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
- DroppedRisks Related to Our Business and Industry
Our reputation and ability to do business may be negatively impacted by the improper conduct by our business partners, employees or agents
- DroppedRisks Related to Our Business and Industry
We may have increased labor costs based on union activity
- DroppedRisks Related to Our Business and Industry
We may be unable to obtain adequate insurance coverage
Reworded
- 84% rewrittenRisks Related to Our Business and Industry
We are subject to security risks related to our products as well as our information and technology systems
Customer data privacy and IT system risks were removed from this physical facility security risk and relocated to a separate new risk factor.
- 67% rewrittenRisks Related to Our Business and Industry
Our indebtedness may adversely affect our business, financial condition and financial results
Added language regarding our inability to generate sufficient cash flow to satisfy debt obligations or refinance indebtedness on commercially reasonable terms.
Was: Our significant indebtedness may adversely affect our business, financial condition and financial results
- 57% rewrittenRisks Related to Our Business and Industry
Cannabis is illegal under United States federal law
The text of this federal illegality risk was updated without altering its core meaning or regulatory details regarding Schedule I status.
All 43 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 law57% rewritten
- 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
- 04Our ability to grow our medical and adult-use cannabis product offerings and dispensary services may be limited
- 05We may acquire other companies or technologies
- 06If we cannot manage our growth, it could have a material adverse effect on our business, financial condition and results of operations
- 07Anti-Money Laundering Laws in the United States may limit access to funds from banks and other financial institutions
- 08We 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
- 09We could be materially adversely impacted due to restrictions under U.S. border entry laws
- 10Our 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
- 11We expect to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations
- 12The market for the Subordinate Voting Shares may be limited for holders of our securities who live in the United States
- 13We may not be able to locate and obtain the rights to operate at preferred locations
- 14We 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
- 15We may be at a higher risk of IRS audit
- 16We may not have access to United States bankruptcy protections available to non-cannabis businesses
- 17We are a holding company and our ability to pay dividends or make other distributions to shareholders may be limited
- 18There is doubt regarding our ability to enforce contracts
- 19We face increasing competition that may materially and adversely affect our business, financial condition and results of operations
- 20We 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
- 21Our subsidiaries may not be able to obtain or maintain necessary permits and authorizations
- 22We may not be able to accurately forecast our operating results and plan our operations due to uncertainties in the cannabis industry
- 23We are subject to risks related to growing an agricultural product
- 24We may encounter unknown environmental risks
- 25We may not be able to adequately protect our intellectual property
- 26Our property is subject to risk of civil asset forfeiture
- 27We are highly dependent on certain key personnel
- 28We face inherent risks of liability claims related to the use of our products
- 29We face risks related to our products
- 30Our medical marijuana business may be impacted by consumer perception of the cannabis industry, which we cannot control or predict
- 31Product recalls could result in a material and adverse impact on our business, financial condition and results of operations
- 32We are subject to security risks related to our products as well as our information and technology systems84% rewritten
- 33In addition, we collect and store personal information about our customers and we are responsible for protecting thatNew
- 34We face exposure to fraudulent or illegal activity by employees, contractors, consultants and agents, which may subject us to investigations and actions
- 35We could be subject to criminal prosecution or civil liabilities under RICO
- 36Our indebtedness may adversely affect our business, financial condition and financial results67% rewritten
- 37We rely on key utility services
Risks Related to Owning Subordinate Voting Shares
- 38A return on our securities is not guaranteed
- 39Additional issuances of Multiple Voting Shares or Subordinate Voting Shares may result in further dilution and could have anti-takeover effects
- 40Sales 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
- 41The market price for the Subordinate Voting Shares has been and is likely to continue to be volatile
- 42There may not be sufficient liquidity in the markets for our Subordinate Voting Shares
Risks Related to Being a Public Company
- 43We are subject to increased costs as a result of being a U.S. reporting company
Other Trulieve Cannabis 10-Ks
- FY2024 10-K risk factors52 risks
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.
Filed Feb 27, 2025
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.