AGFY Secures $45M Financing via Convertible Note — Conversion at $29.475

Rhea-AI Filing Summary

Agrify Corp issued a secured convertible note totaling $45,000,000 to RSLGH, LLC on 08/25/2025. The note bears 10% annual interest payable in cash, common stock, or pre-funded warrants and is secured by Agrify's assets, ranking senior except on parity with specified prior notes. The holder can convert into common stock at $29.475 per share or, at its election, into pre-funded warrants at $29.474 per share, subject to a 49.99% beneficial ownership limit and any required Nasdaq stockholder approval. The filing shows 1,526,718 underlying common shares related to the note, exercisable beginning 08/25/2025 with an expiration tied to 02/25/2027. RSLGH is a direct owner and is an indirectly wholly owned subsidiary of Green Thumb Industries Inc.

Positive

• $45,000,000 in committed financing provided to Agrify via the secured convertible note
• Note is secured by company assets and ranks senior (with specified pari passu exceptions), improving creditor protection
• Interest may be paid in cash, stock, or pre-funded warrants, offering flexibility to both issuer and holder

Negative

• Conversion could result in issuance of 1,526,718 common shares, creating dilution to existing shareholders
• Conversion is subject to beneficial ownership limit (49.99%) and potential Nasdaq shareholder approval, adding execution risk and timing uncertainty
• 10% interest rate (payable potentially in stock) may increase effective dilution or cash interest burden

Insights

Financial Analyst

TL;DR: Material $45M secured financing provides liquidity but creates potential dilution if converted at ~$29.48 per share.

The transaction supplies Agrify with a sizable $45 million committed funding source, backed by company assets and senior in the capital structure (subject to parity with certain prior notes). The 10% interest, payable in cash, stock or pre-funded warrants, and the conversion mechanics at ~$29.475 per share create potential dilution of roughly 1.53 million shares if fully converted, which investors should quantify versus outstanding share count. The beneficial ownership cap (49.99%) and Nasdaq approval condition could limit immediate conversion. Overall, this is a material financing event that improves near-term liquidity while adding conversion-related dilution risk.

Corporate Governance Expert

TL;DR: Structurally protective note terms are shareholder-dependent; conversion constrained by ownership limits and listing rules.

The note is secured and ranks senior to other indebtedness except where pari-passu with specified prior notes, which preserves creditor protections. However, conversion is subject to a beneficial ownership restriction and possible Nasdaq shareholder approval, creating governance and timing considerations. The involvement of an affiliate structure (Investor as indirect subsidiary of Green Thumb Industries) should be monitored for related-party implications and disclosure consistency. The filing is procedurally thorough but leaves operational timing and approval outcomes open.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RSLGH, LLC, Green Thumb Industries Inc.

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Secured Convertible Note	1,526,718	$45,000,000.00	$68702.31B

Holdings After Transaction: Secured Convertible Note — 0 shares (Direct)

Footnotes (1)

1. On 8/25/2025, the Issuer issued a Secured Convertible Note (the "Note") to RSLGH, LLC (the "Investor") with an original principal amount of $45 million. The Note bears interest at 10% per annum, which may be payable in cash, common stock or pre-funded warrants with an exercise price of $0.001 per share. The Note is secured by the Issuer's assets and ranks senior to all other indebtedness except that the Note ranks on parity with the Secured Convertible Note issued to the Investor on November 5, 2024 and the Secured Convertible Notes issued on May 22, 2025. The Note may be converted into Common Stock at a conversion price of $29.475 per share or, at the election of the holder, into pre-funded warrants at a conversion price of $29.474 per share, subject to certain conditions. The Note includes a beneficial ownership limitation of 49.99% with respect to the Investor and exercise is subject to stockholder approval under applicable Nasdaq listing rules, to the extent required. The Investor is the direct beneficial owner of the Note. The Investor is an indirectly wholly-owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of Investor.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RSLGH, LLC

(Last) (First) (Middle)

325 WEST HURON STREET,

SUITE 700

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Agrify Corp [ AGFY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: 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
Secured Convertible Note	$29.475	08/25/2025		J(1)		1,526,718		08/25/2025(1)	02/25/2027(1)	Common Stock	1,526,718(1)	$45,000,000(1)	$45,000,000	D(2)

1. Name and Address of Reporting Person^*

RSLGH, LLC

(Last) (First) (Middle)

325 WEST HURON STREET,

SUITE 700

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Green Thumb Industries Inc.

(Last) (First) (Middle)

325 WEST HURON STREET

SUITE 700

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On 8/25/2025, the Issuer issued a Secured Convertible Note (the "Note") to RSLGH, LLC (the "Investor") with an original principal amount of $45 million. The Note bears interest at 10% per annum, which may be payable in cash, common stock or pre-funded warrants with an exercise price of $0.001 per share. The Note is secured by the Issuer's assets and ranks senior to all other indebtedness except that the Note ranks on parity with the Secured Convertible Note issued to the Investor on November 5, 2024 and the Secured Convertible Notes issued on May 22, 2025. The Note may be converted into Common Stock at a conversion price of $29.475 per share or, at the election of the holder, into pre-funded warrants at a conversion price of $29.474 per share, subject to certain conditions. The Note includes a beneficial ownership limitation of 49.99% with respect to the Investor and exercise is subject to stockholder approval under applicable Nasdaq listing rules, to the extent required.

2. The Investor is the direct beneficial owner of the Note. The Investor is an indirectly wholly-owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of Investor.

	/s/ Bret Kravitz, Corporate Secretary, on behalf of RSLGH, LLC	08/27/2025
	/s/ Bret Kravitz, Corporate Secretary, on behalf of Green Thumb Industries Inc.	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Agrify (AGFY) issue to RSLGH, LLC on 08/25/2025?

Agrify issued a Secured Convertible Note with an original principal of $45,000,000.

How much interest does the Agrify convertible note carry?

The note bears 10% per annum interest, payable in cash, common stock, or pre-funded warrants per the filing.

At what price can the Agrify note be converted into common stock?

Conversion price is $29.475 per share, or into pre-funded warrants at $29.474 per share at the holder's election.

How many shares underlie the Agrify convertible note?

The filing shows 1,526,718 common shares underlying the convertible note.

Is conversion of the Agrify note subject to shareholder approval?

Yes. Conversion is subject to stockholder approval under applicable Nasdaq listing rules to the extent required, and there is a 49.99% beneficial ownership limitation.