Trulieve Cannabis Corp. 8-K Filing

FAQ

Key Financial Figures

• $140,000,000 — e Cannabis Corp. (the "Company") issued $140,000,000 aggregate principal amount of its 10.5%
• $140.0 million — Notes") for aggregate gross proceeds of $140.0 million (the "Offering"). The Notes, which were

Filing Documents

• tcnnf-20251217.htm (8-K) — 47KB
• trulieveconformedsecondsup.htm (EX-4.1) — 310KB
• exhibit991pressreleasedebt.htm (EX-99.1) — 10KB
• imagea.jpg (GRAPHIC) — 19KB
• 0001754195-25-000074.txt ( ) — 558KB
• tcnnf-20251217.xsd (EX-101.SCH) — 2KB
• tcnnf-20251217_lab.xml (EX-101.LAB) — 19KB
• tcnnf-20251217_pre.xml (EX-101.PRE) — 11KB
• tcnnf-20251217_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 10.5% Senior Secured Notes due 2030 General On December 17, 2025, Trulieve Cannabis Corp. (the "Company") issued $140,000,000 aggregate principal amount of its 10.5% senior secured notes due December 17, 2030 (the "Notes"). The Notes were issued under an indenture dated as of June 18, 2019, as supplemented by a second supplemental indenture dated as of December 17, 2025 (the "Indenture") by and among the Company and Odyssey Trust Company, as trustee (the "Trustee"). Interest on the Notes is payable semi-annually in arrears on June 17 and December 17 of each year after the date of issuance of the Notes, commencing on June 17, 2026. Guarantees The obligations of the Company under the Indenture and the Notes will be irrevocably and unconditionally guaranteed, jointly and severally, by the Restricted Subsidiaries (as defined in the Indenture). As of December 17, 2025, the only Restricted Subsidiary was Trulieve, Inc. ("Trulieve US"). Trulieve US, its successors and assigns in any form, will remain Restricted Subsidiaries under the Indenture throughout the term of the Notes. Subject to certain conditions, the Chief Executive Officer and/or the Chief Financial Officer of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary. A guarantor will be released from its obligations under its guarantee upon the occurrence of certain events. Ranking The Notes are direct senior secured obligations of the Company. Accordingly, the Notes will rank senior to all of the Company's existing and future unsecured indebtedness. The Notes are subordinated in right of payment only to any indebtedness that ranks senior to the Notes by operation of law. Security The Notes will be secured solely by a pledge of the shares of Trulieve US. Optional Redemption At any time and from time to time prior to the date that is two years following the issue date of the Notes, the Company may redeem all or

01 Other Events

Item 8.01 Other Events. On December 17, 2025, Trulieve Cannabis Corp. (the "Company") issued a news release announcing that it has closed a private placement of 10.5% senior secured notes due 2030 (the "Notes") for aggregate gross proceeds of $140.0 million (the "Offering"). The Notes, which were issued at 100% of face value, are senior secured obligations of the Company. The Notes bear interest at a rate of 10.5% per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Notes will mature on December 17, 2030 and may be redeemed in whole or in part, at any time from time to time, on or after December 17, 2027 at the applicable redemption price set forth in the Indenture. The Company intends to use the net proceeds of the Offering for capital expenditures and other general corporate purposes. The offering and sale of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the laws of any other jurisdiction. This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. A copy of the press release announcing the Company's closing of the Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Second Supplemental Indenture dated December 17, 2025 by and between Trulieve Cannabis Corp. and Odyssey Trust Company 99.1 Press release dated December 17 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements 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 hereunto duly authorized. Trulieve Cannabis Corp. By: /s/ Eric Powers Name: Eric Powers Title: Chief Legal Officer Date: December 17, 2025

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