Exhibit 99.1
TRULIEVE CANNABIS CORP.
(UNAUDITED) PRO FORMA FINANCIAL STATEMENTS
On June 3, 2026, Trulieve Cannabis Corp. (the “Company”) and its indirect wholly-owned subsidiary, Harvest Enterprises Holdings, Inc. (“Company Subsidiary”), entered into several agreements to facilitate the deconsolidation of the financial results of its former indirectly wholly-owned subsidiary, Harvest Enterprises, LLC (“Harvest”), from the Company’s financial results in accordance with U.S. generally accepted accounting principles (the “Deconsolidation Transaction”) and segregate the Company’s mixed-use cannabis business from its medical cannabis business in order to apply to list the Company’s subordinate voting shares on the New York Stock Exchange (the “NYSE”). As further described below, as a result of the implementation of the Deconsolidation Transaction, Company Subsidiary holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest, which now holds the Company’s former mixed-use cannabis business, other than businesses the transfer of which is subject to regulatory approval, which businesses will, automatically and without any action on the part of the Company or any other party, transfer to Harvest upon the receipt of regulatory approval. The Non-Voting Units do not carry voting rights or rights to receive dividends, do not provide the Company with the ability to direct the business, operations or activities of Harvest, or provide other rights upon dissolution of Harvest, and are only convertible into Class B units of Harvest (the “Common Units”) following the date that the NYSE permits the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) for non-medical uses in the United States (the “Stock Exchange Permissibility Date”).
The following unaudited pro forma condensed consolidated financial statements (the “pro forma financial statements”) are based on the historical consolidated financial statements of the Company, as adjusted to give effect to the Deconsolidation Transaction which closed on June 3, 2026. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 (the “pro forma balance sheet”) gives effect to the Deconsolidation Transaction as if it had occurred on March 31, 2026. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 (the “pro forma statements of operations”) give effect to the Deconsolidation Transaction as if it had occurred on January 1, 2025.
TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
AS OF MARCH 31, 2026
(in thousands)
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| As Reported | | Disposition Adjustments (a) | | Pro Forma Adjustments | | Pro Forma Trulieve Cannabis Corp. |
| ASSETS | | | | | | | |
| Current Assets: | | | | | | | |
| Cash and cash equivalents | $ | 352,880 | | | $ | (50,101) | | | $ | 14,800 | | (b) | $ | 317,579 | |
| Accounts receivable, net | 14,050 | | | (10,000) | | | — | | | 4,050 | |
| Inventories | 242,320 | | | (50,353) | | | — | | | 191,967 | |
| Income tax receivable | 6,751 | | | (877) | | | — | | | 5,874 | |
| Notes receivable - current portion, net | 1,327 | | | — | | | — | | | 1,327 | |
| Prepaid expenses | 21,120 | | | (2,371) | | | — | | | 18,749 | |
| Other current assets | 13,671 | | | (10,096) | | | — | | | 3,575 | |
| Assets associated with discontinued operations | 839 | | | (839) | | | — | | | — | |
| Total current assets | 652,958 | | | (124,637) | | | 14,800 | | | 543,121 | |
| Property and equipment, net | 676,944 | | | (89,984) | | | — | | | 586,960 | |
| Right of use assets - operating, net | 104,677 | | | (22,941) | | | — | | | 81,736 | |
| Right of use assets - finance, net | 70,352 | | | (13,702) | | | — | | | 56,650 | |
| Intangible assets, net | 780,750 | | | (476,257) | | | — | | | 304,493 | |
| Goodwill | 483,905 | | | (158,281) | | | — | | | 325,624 | |
| Notes receivable, net | 450 | | | — | | | — | | | 450 | |
| Investment in Harvest (equity method) | — | | | — | | | 188,463 | | (c) | 188,463 | |
| Other assets | 10,004 | | | (1,955) | | | — | | | 8,049 | |
| Long-term assets associated with discontinued operations | 1,907 | | | (1,907) | | | — | | | — | |
| TOTAL ASSETS | $ | 2,781,947 | | | $ | (889,664) | | | $ | 203,263 | | | $ | 2,095,546 | |
| LIABILITIES | | | | | | | |
| Current Liabilities: | | | | | | | |
| Accounts payable and accrued liabilities | $ | 78,933 | | | $ | (12,470) | | | $ | 3,000 | | (d) | $ | 69,463 | |
| Deferred revenue | 9,954 | | | (2,308) | | | — | | | 7,646 | |
| Notes payable - current portion | 4,148 | | | — | | | — | | | 4,148 | |
| Operating lease liabilities - current portion | 13,094 | | | (2,578) | | | — | | | 10,516 | |
| Finance lease liabilities - current portion | 11,363 | | | (1,479) | | | — | | | 9,884 | |
| Construction finance liabilities - current portion | 2,566 | | | (2,009) | | | — | | | 557 | |
| Contingencies | 300 | | | — | | | — | | | 300 | |
| Liabilities associated with discontinued operations | 3,802 | | | (3,802) | | | — | | | — | |
| Total current liabilities | 124,160 | | | (24,646) | | | 3,000 | | | 102,514 | |
| Long-Term Liabilities: | | | | | | | |
| Notes payable, net | 90,104 | | | (1) | | | — | | | 90,103 | |
| Private placement notes, net | 195,638 | | | — | | | — | | | 195,638 | |
| Operating lease liabilities | 104,141 | | | (22,333) | | | — | | | 81,808 | |
| Finance lease liabilities | 74,426 | | | (12,871) | | | — | | | 61,555 | |
| Construction finance liabilities | 133,215 | | | (12,973) | | | — | | | 120,242 | |
| Deferred tax liabilities | 169,779 | | | (109,623) | | | (1,093) | | (e) | 59,063 | |
| Uncertain tax position liabilities | 696,391 | | | (158,440) | | | 327 | | (e) | 538,278 | |
| Other long-term liabilities | 10,823 | | | (173) | | | — | | | 10,650 | |
| Long-term liabilities associated with discontinued operations | 33,941 | | | (33,941) | | | — | | | — | |
| TOTAL LIABILITIES | $ | 1,632,618 | | | $ | (375,001) | | | $ | 2,234 | | | $ | 1,259,851 | |
| EQUITY | | | | | | | |
| Common Stock | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Additional paid-in-capital | 2,077,495 | | | (802,848) | | | — | | | 1,274,647 | |
| Retained earnings (accumulated deficit) | (909,719) | | | 271,205 | | | 201,029 | | (b), (c), (d), (e) | (437,485) | |
| Non-controlling interest | (18,447) | | | 16,980 | | | — | | | (1,467) | |
| TOTAL EQUITY | 1,149,329 | | | (514,663) | | | 201,029 | | | 835,695 | |
| TOTAL LIABILITIES AND EQUITY | $ | 2,781,947 | | | $ | (889,664) | | | $ | 203,263 | | | $ | 2,095,546 | |
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands)
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| As Reported | | Disposition Adjustments (f) | | Pro Forma Adjustments | | Pro Forma Trulieve Cannabis Corp. | | |
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| Revenue | $ | 286,754 | | | $ | (72,709) | | | $ | — | | | $ | 214,045 | | | | | |
| Cost of goods sold | 116,673 | | | (40,489) | | | — | | | 76,184 | | | | | |
| Gross profit | 170,081 | | | (32,220) | | | — | | | 137,861 | | | | | |
| Expenses: | | | | | | | | | | | |
| Selling, general, and administrative | 104,895 | | | (13,252) | | | — | | | 91,643 | | | | | |
| Depreciation and amortization | 29,743 | | | (13,465) | | | — | | | 16,278 | | | | | |
| Gain on disposal or impairment of assets | (282) | | | — | | | — | | | (282) | | | | | |
| Total expenses | 134,356 | | | (26,717) | | | — | | | 107,639 | | | | | |
| Income from operations | 35,725 | | | (5,503) | | | — | | | 30,222 | | | | | |
| Other income (expense): | | | | | | | | | | | |
| Interest expense, net | (13,321) | | | 1,432 | | | — | | | (11,889) | | | | | |
| Interest income | 2,684 | | | (1,054) | | | — | | | 1,630 | | | | | |
| Net income attributable to Harvest | — | | | — | | | 1,732 | | (i) | 1,732 | | | | | |
| Other income, net | 132 | | | (31) | | | — | | | 101 | | | | | |
| Total other expense, net | (10,505) | | | 347 | | | 1,732 | | | (8,426) | | | | | |
| Income before provision for income taxes | 25,220 | | | (5,156) | | | 1,732 | | | 21,796 | | | | | |
| Provision for income taxes | 21,859 | | | (6,030) | | | 92 | | (e) | 15,921 | | | | | |
| Net income from continuing operations | $ | 3,361 | | | $ | 874 | | | $ | 1,640 | | | $ | 5,875 | | | | | |
| Net loss from discontinued operations, net of tax benefit $360 | (1,078) | | | 1,078 | | | — | | | — | | | | | |
| Net income | 2,283 | | | 1,952 | | | 1,640 | | | 5,875 | | | | | |
| Less: net loss attributable to non-controlling interest from continuing operations | (123) | | | 28 | | | — | | | (95) | | | | | |
| Net income attributable to common shareholders | $ | 2,406 | | | $ | 1,924 | | | $ | 1,640 | | | $ | 5,970 | | | | | |
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See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands)
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| As Reported | | Disposition Adjustments (f) | | Pro Forma Adjustments | | Pro Forma Trulieve Cannabis Corp. | | |
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| Revenue | $ | 1,181,180 | | | $ | (277,607) | | | $ | — | | | $ | 903,573 | | | | | |
| Cost of goods sold | 470,013 | | | (148,549) | | | — | | | 321,464 | | | | | |
| Gross profit | 711,167 | | | (129,058) | | | — | | | 582,109 | | | | | |
| Expenses: | | | | | | | | | | | |
| Selling, general, and administrative | 445,212 | | | (55,987) | | | 750 | | (g) | 389,975 | | | | | |
| Depreciation and amortization | 117,633 | | | (53,457) | | | — | | | 64,176 | | | | | |
| Loss on disposal or impairment of assets | 4,827 | | | (1,716) | | | — | | | 3,111 | | | | | |
| Loss on Deconsolidation Transaction | — | | | — | | | 688,651 | | (h) | 688,651 | | | | | |
| Total expenses | 567,672 | | | (111,160) | | | 689,401 | | | 1,145,913 | | | | | |
| Income (loss) from operations | 143,495 | | | (17,898) | | | (689,401) | | | (563,804) | | | | | |
| Other income (expense): | | | | | | | | | | | |
| Interest expense, net | (63,453) | | | 5,841 | | | — | | | (57,612) | | | | | |
| Interest income | 14,520 | | | (3,133) | | | — | | | 11,387 | | | | | |
| Loss on debt extinguishments, net | (1,723) | | | — | | | — | | | (1,723) | | | | | |
| Net loss attributable to Harvest | — | | | — | | | (20,486) | | (i) | (20,486) | | | | | |
| Other (expense) income, net | (1,366) | | | 3,788 | | | — | | | 2,422 | | | | | |
| Total other expense, net | (52,022) | | | 6,496 | | | (20,486) | | | (66,012) | | | | | |
| Income (loss) before provision for income taxes | 91,473 | | | (11,402) | | | (709,887) | | | (629,816) | | | | | |
| Provision for income taxes | 208,109 | | | (33,892) | | | (858) | | (e) | 173,359 | | | | | |
| Net loss from continuing operations | $ | (116,636) | | | $ | 22,490 | | | $ | (709,029) | | | $ | (803,175) | | | | | |
| Net loss from discontinued operations, net of tax (provision) $(209) | (5,612) | | | 5,612 | | | — | | | — | | | | | |
| Net loss | (122,248) | | | 28,102 | | | (709,029) | | | (803,175) | | | | | |
| Less: net loss attributable to non-controlling interest from continuing operations | (5,867) | | | 5,340 | | | — | | | (527) | | | | | |
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| Net loss attributable to common shareholders | $ | (116,381) | | | $ | 22,762 | | | $ | (709,029) | | | $ | (802,648) | | | | | |
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See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements as adjusted to give effect to the Deconsolidation Transaction accounting adjustments in accordance with U.S. generally accepted accounting principles (“GAAP”) to reflect the disposition of Harvest and related transactions described in this Form 8-K.
The pro forma condensed consolidated financial statements do not necessarily reflect what the Company’s financial condition or results of operations would have been had the Deconsolidation Transaction occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the amounts reflected herein due to a variety of factors.
NOTE 2. Transaction Accounting Adjustments
The transaction accounting adjustments included in the unaudited pro forma condensed consolidated financial statements reflect the application of U.S. GAAP to the Deconsolidation Transaction as if it had occurred on the dates indicated. These adjustments are based on preliminary estimates and assumptions that management believes are reasonable under the circumstances and are subject to change.
The transaction accounting adjustments are as follows:
(a) Reflects the derecognition of the assets and liabilities of Harvest that were previously included in the Company’s historical consolidated financial statements as a result of the loss of control upon completion of the Deconsolidation Transaction.
(b) Reflects cash consideration of $14.8 million received in connection with the Deconsolidation Transaction.
(c) Reflects the recognition of the Company’s retained investment in Harvest at its estimated fair value as of the deconsolidation date.
(d) Reflects estimated transaction costs incurred in connection with the Deconsolidation Transaction that are directly attributable to the transaction and are expected to be recognized in the Company’s financial statements.
(e) Reflects the estimated income tax effects associated with the Deconsolidation Transaction and the related transaction accounting adjustments.
(f) Reflects the removal of revenues, expenses and the net loss attributable to Harvest that were historically included in the Company’s consolidated statements of operations.
(g) Reflects estimated indirect costs incurred as a result of the Deconsolidation Transaction.
(h) Reflects the estimated loss on deconsolidation recognized upon completion of the Deconsolidation Transaction. The loss represents the difference between (i) the carrying value of Harvest’s net assets at the date control was lost and (ii) the sum of the fair value of the retained investment and any consideration received and was calculated as follows:
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Consideration received | | $ | 14,800 | |
| Plus: Fair value of investment in Harvest | | 188,463 | |
Less: Carrying value of net assets disposed | | 889,664 | |
| Less: Direct transaction costs | | 2,250 | |
| Pre-tax loss on sale | | (688,651) | |
Estimated tax expense | | — | |
| Estimated after-tax loss on sale | | $ | (688,651) | |
For purposes of the unaudited pro forma condensed consolidated balance sheet, the estimated loss recognized in accumulated deficit is based on the net carrying value of Harvest as of March 31, 2026 rather than as of the closing date of the transaction. As a result, the estimated loss reflected herein may differ materially from the actual loss on the sale of Harvest as of the closing date because of the difference in the carrying value of the assets and liabilities at the closing date.
(i) Reflects the Company’s estimated share of net income (loss) of Harvest for the periods presented, as if the Deconsolidation Transaction had occurred on January 1, 2025. The Company’s share is based on the historical results of Harvest and the Company’s expected ownership interest following the Deconsolidation Transaction.