Sec Form 4 Filing - Beshears Thad @ Trulieve Cannabis Corp. - 2024-03-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Beshears Thad 2. Issuer Name and Ticker or Trading Symbol Trulieve Cannabis Corp. [ TRUL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRULIEVE CANNABIS CORP., 6749 BEN BOSTIC ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2024 (Street) QUINCY, FL32351 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Subordinate Voting Shares 03/08/2024 A 7,500 ( 1 ) A $ 0 2,437,495 ( 2 ) D Subordinate Voting Shares 03/11/2024 C 3,000,000 A $ 0 5,437,495 D Subordinate Voting Shares 03/11/2024 G 3,000,000 D $ 0 2,437,495 D Subordinate Voting Shares 03/11/2024 G 3,000,000 A $ 0 3,000,000 I By Trust ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securi ties Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 10 03/08/2024 A 13,580 03/08/2024( 4 ) 03/08/2031 Subordinate Voting Shares 13,580 $ 0 13,580 D Multiple Voting Shares ( 5 ) $ 0 03/11/2024 C 30,000 ( 6 ) ( 6 ) Subordinate Voting Shares 3,000,000 $ 0 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beshears Thad C/O TRULIEVE CANNABIS CORP. 6749 BEN BOSTIC ROAD QUINCY, FL32351 X Signatures /s/ Eric Powers, as Attorney-in-Fact 03/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one Trulieve Cannabis Corp. subordinate voting share. The RSUs will vest on April 7, 2024. ( 2 )The number of shares beneficially owned is being corrected because of an inadvertent clerical error to include the 02/24/2022 restricted stock grant of 3,492 subordinate voting shares. ( 3 )Shares are held by the HWB 2023 Trust, for the benefit of Thad Beshears. ( 4 )The options are fully vested. ( 5 )These shares were originally reported on 02/04/2021 as Super Voting Shares. All Super Voting Shares converted on a one for one basis into Multiple Voting Shares on March 21, 2021. ( 6 )Super Voting Shares are convertible into Multiple Voting Shares on a one-for-one basis and Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-100 basis. Multiple Voting Shares are convertible at any time and have no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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