v3.26.3
INCOME TAXES
9 Months Ended
Sep. 30, 2026
Income Tax Disclosure [Abstract]  
INCOME TAXES
NOTE 11. INCOME TAXES

The following table summarizes the Company's income tax expense and effective tax rate for the periods presented:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
(in thousands)
Income (loss) before provision for income taxes
$27,025$29,301$(331,151)$88,532
Provision for income taxes$26,251$53,036$70,077$160,220
Effective tax rate97%181%(21)%181%

The Company has computed its provision for income taxes based on the actual effective tax rate for the period, taking into consideration the April 23, 2026 Internal Revenue Service press release and Department of Justice Final Order reclassifying medical cannabis as a Schedule III substance under the Controlled Substances Act, as the Company believes this is the best estimate for the annual effective tax rate. The Company is subject to income taxes in the United States and Canada.

The difference between the effective tax rate for the three months ended September 30, 2026 and the federal, state, and local combined tax rate of approximately 26% was primarily attributable to interest recognized on uncertain tax positions from prior years, which resulted in a tax effect of approximately $17.9 million. The primary remaining difference is due to disallowable expenses including a loss associated with the Harvest investment.

The difference between the effective tax rate for the three months ended September 30, 2025 and the federal, state, and local statutory tax rate of approximately 26% was primarily attributable to the recognition of $34.6 million of IRC Section 280E uncertain tax position liability as well as $13.8 million of interest recognized on uncertain tax positions. The primary remaining difference was due to nondeductible items.

The effective tax rate for the nine months ended September 30, 2026 was primarily impacted by the Company’s pre-tax loss, interest recognized on uncertain tax positions, and nondeductible expenses. The decrease in provision for income taxes was primarily driven by the Company not applying IRC Section 280E for the 2026 taxable year, where the prior period included the impact of IRC Section 280E.

Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has a 50% or less likelihood of being sustained.

The following table summarizes a reconciliation of the beginning and ending amount of unrecognized tax benefits for the periods presented:

September 30, 2026
Three Months EndedNine Months Ended
(in thousands)
Balance, beginning of period$649,425 $808,631 
Reductions based on tax positions related to the prior years— (8,912)
Reductions based on Deconsolidation Transaction— (150,119)
Reductions based on tax positions related to the current year— (175)
Additions based on tax positions related to the prior years3 3 
Balance, end of period$649,428 $649,428 
The following table summarizes a reconciliation of the beginning and ending amount of uncertain tax position liabilities, net for the periods presented:

September 30, 2026
Three Months EndedNine Months Ended
(in thousands)
Balance, beginning of period$598,187 $668,375 
Reductions recognized as part of the Deconsolidation Transaction— (131,143)
Additions based on tax positions related to the prior years3 2,042 
Reclass tax payments on deposit9,322 33,102 
Interest recorded in income tax expense, net of reversals (1)
17,856 52,992 
Balance, end of period (2) (3)
$625,368 $625,368 
(1) Amounts represent interest related to uncertain tax positions recognized during the respective periods and recorded as a component of income tax expense in the Condensed Consolidated Statements of Operations. The Company records accrued interest associated with uncertain tax positions, including those related to Internal Revenue Code ("IRC") Section 280E. As outlined in "Part II, Item 1. Legal Proceedings", the Company believes its tax position is supportable and that it has substantive legal arguments. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740 Income Taxes ("ASC 740").
(2)The Company has taken a position that IRC Section 280E does not preclude it from deducting ordinary and necessary business expenditures on its tax return. Of the $625.4 million in uncertain tax position liabilities, net, $610.0 million is related to this tax position. The amount does not include $55.8 million of previous tax payments for which the Company has claimed overpayment related to this tax position.
(3) The ending balance includes accrued interest of $104.8 million as of September 30, 2026. Of the $104.8 million in accrued interest, $100.9 million relates to the Company's IRC Section 280E tax position.

The Company accounts for income taxes in accordance with ASC 740 and has evaluated recent federal regulatory developments concluding that its income tax positions related to state‑licensed medical operations meet the more‑likely‑than‑not recognition threshold specific to the 2026 taxable year; accordingly, no uncertain tax positions were recorded for medical cannabis activities in the three and nine months ended September 30, 2026, as doing so would have caused the effective tax rate for the period to not be representative of the Company’s annual effective tax rate. The Company maintains its tax position based on legal interpretations that challenge the Company's tax liability under IRC Section 280E with regard to adult-use cannabis activities; however, such activities are not material to the Company’s condensed consolidated financial statements, and no uncertain tax positions were recorded for the current reporting period.

The Company recorded interest on uncertain tax positions totaling $17.9 million and $13.8 million for the three months ended September 30, 2026 and 2025, respectively, and $53.0 million and $35.3 million for the nine months ended September 30, 2026 and 2025, respectively, to the provision for income taxes on the condensed consolidated statements of operations, which was primarily related to the tax positions based on legal interpretations that challenge the Company's tax liability under IRC Section 280E.
The Company and certain of its subsidiaries are currently under examination by the relevant taxing authorities for various tax years. Certain of these examinations include a review of the Company's tax positions based on legal interpretations that challenge the Company's tax liability under IRC Section 280E. The Company is no longer subject to examination by tax authorities for years before 2020.

In September 2025, the IRS issued Revenue Agent Reports proposing assessment of taxes, interest, and penalties for some of the Company's subsidiaries that were under audit. Trulieve has submitted protests to dispute those proposed liabilities before the IRS Independent Office of Appeals. As outlined in Part II, Item 1. Legal Proceedings, the Company believes its tax position is supportable and that it has substantive legal arguments. However, management has concluded that the position does not yet meet the recognition threshold required by ASC 740 for tax years prior to 2026. As a result, no reduction or elimination of the related uncertain tax position liability has been recognized as of September 30, 2026. The proposed tax and interest amounts were previously included in the Company's uncertain tax position liabilities; however, the total penalty amount proposed, approximately $38.1 million, is not included in the Company's uncertain tax position. The Company believes the proposed penalties are without merit and will contest them vigorously.