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Get filing alertsTrulieve deconsolidates mixed-use cannabis unit to pursue NYSE listing
Filed June 4, 2026 · Period ending June 3, 2026 · ~1 min read
Key Changes
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Trulieve restructured ownership of Harvest, its mixed-use cannabis subsidiary, to deconsolidate its financials and enable NYSE listing application. Company now holds only non-voting units with no operational control.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Third-party investor Whitley Holding acquired 10% voting interest in Harvest for $14.8M, gaining operational control with two of three board seats. Trulieve capped at 90% ownership even after future conversion.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Starting Q2 2026, Harvest's revenue, assets, and liabilities will no longer appear in Trulieve's consolidated financials, materially reducing reported figures. Company will report only a non-controlling interest.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Trulieve's non-voting units can convert to voting units only after NYSE changes listing rules to permit companies with non-medical cannabis operations—timing uncertain and dependent on exchange policy.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Trulieve will provide management services to Harvest for cost reimbursement plus 5% margin, maintaining commercial relationship. Either party can terminate with 90 days' notice.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Trulieve executed a complex restructuring to separate its mixed-use cannabis operations from its medical cannabis business, a prerequisite for applying to list on the NYSE. The company deconsolidated Harvest, its mixed-use subsidiary, by converting its ownership to non-voting, non-participating units with no operational control.
A third-party investor paid $14.8 million for a 10% voting stake and now controls Harvest's board and operations. Trulieve's ownership is permanently capped at 90%, and its units can only convert to voting shares if the NYSE changes its listing rules to permit non-medical cannabis businesses—an outcome with no timeline or certainty.
For investors, this transaction will materially shrink Trulieve's consolidated financials starting Q2 2026, as Harvest's revenue, assets, and liabilities disappear from reported results. The company retains economic exposure through its non-controlling interest and a management services agreement generating cost-plus-5% fees, but has surrendered operational control and board representation. The NYSE listing remains contingent on exchange rule changes. Watch for Q2 results to assess the magnitude of the financial statement impact and any updates on the listing application timeline.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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”).
Trulieve restructured its ownership of Harvest, its mixed-use cannabis subsidiary, to deconsolidate Harvest's financial results from Trulieve's consolidated statements. The company now holds only non-voting, non-participating units in Harvest that carry no voting rights, dividend rights, or operational control. This restructuring is designed to segregate mixed-use cannabis operations from medical cannabis operations to enable Trulieve to pursue a NYSE listing, which currently does not permit listing companies that consolidate non-medical marijuana businesses.
Added in current filing · verify on EDGAR →
In connection with the Deconsolidation Transaction, the Company and Harvest entered into a management services agreement (the “MSA”), pursuant to which, among other things, a subsidiary of the Company agreed to provide certain consulting, advisory and administrative services to Harvest for a fee arrangement consisting of reimbursement of costs plus a 5% margin, subject to a cap. Each of the parties to the MSA has the ability to terminate the MSA at any time upon 90 days’ notice.
Trulieve will continue providing consulting, advisory, and administrative services to Harvest under a management services agreement. The fee structure is cost reimbursement plus a 5% margin, subject to a cap, and either party can terminate with 90 days' notice. This maintains an ongoing commercial relationship despite the loss of consolidation and operational control.
Added in current filing · verify on EDGAR →
The Company expects to disclose in its quarterly report for the quarter ended June 30, 2026 (the “Q2 10-Q”) that as a result of the Deconsolidation Transaction (i) the Company will consolidate the financial results of Harvest up to June 3, 2026, and (ii) as of June 3, 2026, the Company has deconsolidated the financial results Harvest and has a non-controlling interest in Harvest as of such date.
Trulieve will consolidate Harvest's results through June 3, 2026, then deconsolidate thereafter, reporting only a non-controlling interest going forward. This will materially reduce Trulieve's reported revenue, assets, and liabilities starting in Q2 2026, as Harvest's mixed-use cannabis operations will no longer appear in consolidated financials.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Trulieve completed a deconsolidation transaction, with details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
The information in Item 1.01 of this Current Report regarding the Deconsolidation Transaction is incorporated herein by reference.
Trulieve disclosed the completion of a deconsolidation transaction under Item 2.01. The filing references Item 1.01 for transaction details, but Item 1.01 content is not provided in the excerpt. A deconsolidation typically involves removing a subsidiary or entity from consolidated financial statements, which can affect reported assets, liabilities, and operating results.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify