Green Thumb Entities Receive 43,145 RYTHM Pre-Funded Warrants

Rhea-AI Filing Summary

RSLGH, LLC and its parent Green Thumb Industries Inc. reported acquisitions of pre-funded warrants in RYTHM, Inc. (RYM) on 09/01/2025. The filing shows the Investor received 11,373 pre-funded warrants (linked to a Nov 5, 2024 convertible note) and 31,772 pre-funded warrants (linked to a May 22, 2025 convertible note). Each warrant is exercisable into one share of common stock, subject to a 49.99% beneficial ownership limitation and, where required, shareholder approval under Nasdaq rules for exercise.

The warrants were issued as payment of interest on the convertible notes and are held directly by RSLGH, LLC, an indirectly wholly owned subsidiary of Green Thumb. The report was signed by Bret Kravitz on behalf of both reporting persons on 09/03/2025.

Positive

• Non-cash interest payment via pre-funded warrants preserves issuer cash liquidity
• Clear ownership disclosure showing direct holder and the indirect parent structure for transparency

Negative

• Potential dilution from 43,145 pre-funded warrants that can convert into common shares
• Exercise contingent on shareholder approval, creating uncertainty about timing and realization of potential dilution

Insights

Securities Analyst

TL;DR: Insider entities received pre-funded warrants as interest payments, increasing potential dilution while avoiding cash interest.

The issuance of 43,145 pre-funded warrants in exchange for interest is a non-cash financing outcome that preserves issuer cash but creates near-term potential dilution if and when warrants are exercised. The 49.99% ownership cap limits immediate control shift, and exercise is contingent on Nasdaq shareholder approval where applicable. This is a modestly material capital-structure event for existing shareholders because it increases outstanding convertible-like instruments tied to lender claims under the issuer's convertible notes.

Corporate Governance Expert

TL;DR: Related-party ownership structure is disclosed; chain of ownership clarifies indirect control.

The filing clearly maps the investor as a direct holder (RSLGH, LLC) and details Green Thumb's indirect ownership chain, which aids transparency. The disclosure of ownership limits and the requirement for shareholder approval to exercise into voting stock aligns with Nasdaq safeguards. There is no indication in the form of amendments or corrective statements, and signatures are provided for both reporting entities.

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

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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
RYTHM, Inc. [ RYM ]

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)
09/01/2025

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
Pre-Funded Warrants (right to buy)	$0.001	09/01/2025		M		11,373		(1)	(1)	Common Stock	11,373	$23.53(1)	11,373	D(2)
Pre-Funded Warrants (right to buy)	$0.001	09/01/2025		M		31,772		(1)	(1)	Common Stock	31,772	$3.158(1)	31,772	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. Reflects 11,373 Pre-Funded Warrants issued as payment of interest pursuant to a Convertible Note of the Issuer dated November 5, 2024 and held by RSLGH, LLC (the "Investor") and 31,772 Pre-Funded Warrants issued as payment of interest pursuant to a Convertible Note of the Issuer dated May 22, 2025 held by the Investor, in each case, subject to a 49.99% beneficial ownership limitation and with exercise being subject to stockholder approval under applicable Nasdaq listing rules, to the extent required.

2. The Investor is the direct beneficial owner of the Pre-Funded Warrants. 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	09/03/2025
	/s/ Bret Kravitz, Corporate Secretary, on behalf of Green Thumb Industries Inc.	09/03/2025
	** 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 RSLGH, LLC report on the Form 4 for RYTHM, Inc. (RYM)?

The report shows RSLGH, LLC acquired 11,373 and 31,772 pre-funded warrants on 09/01/2025, issued as payment of interest on convertible notes.

How many total pre-funded warrants were reported and what do they represent?

A total of 43,145 pre-funded warrants were reported; each is exercisable into one share of common stock subject to ownership limits and Nasdaq approval when required.

Who ultimately controls the reporting investor?

The Investor, RSLGH, LLC, is an indirectly wholly owned subsidiary of Green Thumb Industries Inc., and the filing discloses the ownership chain.

Why were the pre-funded warrants issued to the investor?

They were issued as payment of interest pursuant to convertible notes dated November 5, 2024 and May 22, 2025 held by the investor.

Are there any limits on exercising these pre-funded warrants?

Yes, exercise is subject to a 49.99% beneficial ownership limitation and to shareholder approval under Nasdaq rules where applicable.