STOCK TITAN

Green Thumb (RYM) group reports 49.99% RYTHM stake and new warrants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Green Thumb Industries Inc. and affiliated entities report beneficial ownership of 49.99% of RYTHM, Inc.’s common stock. They are deemed to control 13,290,387 shares through a mix of owned stock, convertible notes and multiple warrant series, all subject to ownership caps.

On March 9, 2026, RYTHM issued new Interest Warrants exercisable for up to 78,459 shares as a payment of interest under the August 2025 secured convertible note. The reporting group indicates that, to the extent their actions are viewed as a control purpose, they may engage with management and the board on capitalization, ownership structure and potential business combinations or dispositions.

Positive

  • None.

Negative

  • None.

Insights

Filing updates a near-50% strategic stake with modest new warrants.

Green Thumb Industries and its affiliated entities reaffirm a concentrated position in RYTHM, Inc., being deemed to beneficially own 13,290,387 shares, or 49.99% of the common stock based on 2,149,148 shares outstanding as of March 9, 2026.

The position spans common shares, secured convertible notes and several warrant classes, many subject to 49.99% or 4.99% beneficial ownership limitations and Nasdaq-related conversion/exercise restrictions. This structure effectively caps voting power while preserving significant optionality over additional equity.

New Interest Warrants for up to 78,459 shares, issued as interest under the August 2025 Note, incrementally add to this embedded exposure. The group acknowledges that its activities may constitute a control purpose and signals willingness to discuss capitalization, board structure and potential business combinations, so future company filings may further detail any concrete governance or transaction steps.






Bret Kravitz
325 West Huron Street, Suite 700,
Chicago, IL, 60654
312.471.6720

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/09/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) 25,000 shares of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH, LLC ("RSLGH") and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying warrants (the "Interest Warrants") issued as payments of interest pursuant to the November 2024 Note, the May 2025 Note and the August 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying a warrant (the "Conversion Warrant") issued on November 3, 2025 upon conversion of the November 2024 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying warrants issued pursuant to the Shared Services Agreement (as defined in Item 3) (the "SSA Warrants"), subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) 25,000 of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying the SSA Warrants, subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) 25,000 of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying the SSA Warrants, subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying the SSA Warrants, subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) 25,000 shares of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying the SSA Warrants, subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying the SSA Warrants, subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D


RSLGH, LLC
Signature:/s/ Bret Kravitz
Name/Title:Bret Kravitz/Corporate Secretary
Date:03/10/2026
WELLNESS MGMT, LLC
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Authorized Signatory
Date:03/10/2026
FOR SUCCESS HOLDING COMPANY
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/CEO & President
Date:03/10/2026
VCP23, LLC
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Manager
Date:03/10/2026
GTI23, INC.
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Director & Authorized Signatory
Date:03/10/2026
GREEN THUMB INDUSTRIES INC.
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Chairman and Chief Executive Officer
Date:03/10/2026

FAQ

How much of RYTHM, Inc. (RYM) do Green Thumb entities report owning?

Green Thumb Industries Inc. and related entities report beneficial ownership of 13,290,387 RYTHM common shares, representing 49.99% of the class. This percentage is calculated using 2,149,148 shares of common stock outstanding as of March 9, 2026, as disclosed in the filing.

What new securities did RYTHM, Inc. issue to the Green Thumb group in this amendment?

On March 9, 2026, RYTHM issued Interest Warrants exercisable for up to 78,459 common shares as a payment of interest under the August 2025 Note. The number of warrant shares was set by dividing accrued unpaid interest by the warrant conversion price specified in that note.

How is the 49.99% beneficial ownership in RYTHM (RYM) structured for Green Thumb?

The 49.99% stake reflects a combination of directly owned common shares, secured convertible notes and multiple warrant series. Many instruments, including the Conversion Warrant, Interest Warrants, May 2025 Note, August 2025 Note and SSA Warrants, are subject to 49.99% or 4.99% beneficial ownership limitations and Nasdaq-related exercise restrictions.

Which entities are included as reporting persons for the RYTHM (RYM) Schedule 13D/A?

Reporting persons are RSLGH, LLC; Wellness Mgmt, LLC; For Success Holding Company; VCP23, LLC; GTI23, Inc.; and Green Thumb Industries Inc. Each is part of a vertical ownership chain, resulting in shared voting and dispositive power over 13,290,387 RYTHM common shares held through RSLGH.

Does the Green Thumb group indicate a potential control purpose regarding RYTHM, Inc.?

The group states that, to the extent their actions may be deemed a control purpose, they have such a purpose. They may review their position and consider engaging management and the board on capitalization, ownership structure, board composition, and potential business combinations or dispositions involving RYTHM.

Have the reporting persons made recent RYTHM (RYM) stock trades aside from the new warrants?

The filing states the reporting persons have not transacted in RYTHM common stock within the past 60 days other than the Interest Warrants issuance described in Item 4. Earlier share purchases and issuances from 2024 and 2025 remain part of the overall beneficial ownership calculation.
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