Trulieve Cannabis Corp. 8-K

What Happened
Trulieve Cannabis Corp. announced on January 29, 2026 that it issued an additional U.S. $60 million aggregate principal amount of its 10.5% senior secured notes due December 17, 2030. The Additional Notes were issued at $1,000 plus accrued interest of $12.37 per $1,000 (accrued from December 17, 2025 to January 29, 2026). Together with the $140 million issued December 17, 2025, total outstanding notes are now $200 million. The notes are governed by the existing indenture (Odyssey Trust Company, trustee) and accrue interest from December 17, 2025, with semi‑annual payments beginning June 17, 2026 for the add‑on notes.

Key Details

• Amounts and rate: $60.0M additional notes at 10.5% interest; total outstanding notes = $200.0M. Maturity: December 17, 2030.
• Issue price and accrued interest: $1,000 per note plus $12.37 accrued interest per $1,000.
• Security & guarantees: Notes are senior secured obligations, secured solely by a pledge of the shares of Trulieve, Inc. (the Company’s only Restricted Subsidiary as of filing) and guaranteed by Restricted Subsidiaries.
• Redemption / change of control: Company may redeem (call) notes (call prices step down from 104% in 2027–2028 to 100% in 2029+); up to 35% may be redeemed prior to Dec 17, 2027 from equity proceeds at 108%; on a Change of Control holders can require purchase at 101% + accrued interest.
• Covenants & defaults: Indenture contains customary covenants limiting dividends, asset sales, additional liens/indebtedness, related‑party transactions, mergers, etc.; holders/Trustee can accelerate repayment on certain events of default.
• Use of proceeds and offering status: Net proceeds intended for capital expenditures and general corporate purposes. The Additional Notes were sold in a private placement and are not registered under the Securities Act.

Why It Matters
This filing creates a new, secured long‑term liability for Trulieve that increases its debt outstanding to $200M under the 10.5% notes due 2030. For investors, key points are the relatively high cash interest cost (10.5%), the security on Trulieve US equity, the call and change‑of‑control protections for noteholders, and that the funding is intended for capex and general corporate needs. The private placement status means the notes were sold to qualified investors rather than via a public offering.