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Green Thumb Industries (RYM) group discloses 49.99% stake and control intent in RYTHM

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

Rhea-AI Filing Summary

RYTHM, Inc. received an updated Schedule 13D/A showing that a group of related entities led by Green Thumb Industries Inc. collectively reports beneficial ownership of 13,211,928 shares of common stock, or 49.99% of the company, based on 2,149,148 shares outstanding as of March 1, 2026.

This stake includes previously acquired common shares, secured convertible notes and multiple series of warrants, many of which are subject to 4.99% or 49.99% beneficial ownership limits and Nasdaq-related conversion and exercise restrictions. On March 1, 2026, the company also issued new Interest Warrants for up to 57,377 shares as an interest payment under a May 2025 note.

The reporting group states that its actions may be deemed to have a control purpose and indicates it may engage with management, the board and other shareholders on capitalization, ownership structure, board composition, and potential business combinations or dispositions, as well as consider buying or selling additional securities.

Positive

  • None.

Negative

  • None.

Insights

Large strategic holder discloses a near‑50% stake and potential control intent.

The filing indicates that entities affiliated with Green Thumb Industries Inc. collectively report beneficial ownership of 49.99% of RYTHM, Inc. common stock, tied to 13,211,928 shares. This figure is calculated against 2,149,148 shares outstanding as of March 1, 2026, reflecting extensive use of notes and warrants.

The position combines direct common stock with secured convertible notes and several warrant types, many capped by 4.99% or 49.99% beneficial ownership limitations and subject to Nasdaq conversion and exercise restrictions. A new block of Interest Warrants for 57,377 shares, issued as an interest payment on a May 2025 note, adds to this exposure.

The group acknowledges that its activities may be considered for a control purpose and outlines potential engagement on capitalization, ownership structure, board composition and possible business combinations or dispositions. Actual outcomes will depend on future decisions by the reporting holders and any subsequent company disclosures.






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)
03/01/2026

(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) 119,136 shares of Common Stock underlying warrants (the "Interest Warrants") issued as payments of interest pursuant to the November 2024 Note and the May 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) 119,136 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) 119,136 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) 119,136 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) 119,136 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) 119,136 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:03/03/2026
WELLNESS MGMT, LLC
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Authorized Signatory
Date:03/03/2026
FOR SUCCESS HOLDING COMPANY
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/CEO & President
Date:03/03/2026
VCP23, LLC
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Manager
Date:03/03/2026
GTI23, INC.
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Director & Authorized Signatory
Date:03/03/2026
GREEN THUMB INDUSTRIES INC.
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Chairman and Chief Executive Officer
Date:03/03/2026

FAQ

What ownership stake in RYTHM, Inc. is reported in this Schedule 13D/A amendment?

The reporting group discloses beneficial ownership of 13,211,928 RYTHM, Inc. common shares, representing 49.99% of the company. This percentage is calculated against approximately 2,149,148 shares outstanding as of March 1, 2026, indicating a near‑controlling economic and voting position.

Who are the reporting persons in the RYTHM, Inc. Schedule 13D/A filing?

The reporting persons are RSLGH, LLC, Wellness Mgmt, LLC, For Success Holding Company, VCP23, LLC, GTI23, Inc., and Green Thumb Industries Inc.. These entities are vertically related, with Green Thumb ultimately controlling the structure through successive ownership layers.

How is the 49.99% beneficial ownership in RYTHM, Inc. structured?

The 49.99% beneficial ownership combines common stock, secured convertible notes, and multiple warrants. These include pre‑funded and interest warrants, conversion warrants, and note conversion rights, many subject to 4.99% or 49.99% beneficial ownership limits and Nasdaq conversion or exercise restrictions.

What new securities did RYTHM, Inc. issue to the reporting group on March 1, 2026?

On March 1, 2026, RYTHM, Inc. issued Interest Warrants exercisable for up to 57,377 common shares as an interest payment under a May 2025 secured convertible note. The share count was set by dividing accrued interest by the note’s warrant conversion price.

Does the reporting group express a potential control purpose over RYTHM, Inc.?

Yes. The group states that its actions may be deemed a control purpose under securities law. It may engage management, the board and other shareholders on capitalization, ownership structure, board composition, business combinations, dispositions, and possible additional share purchases or sales.

What is the relationship among the GTI-affiliated entities holding RYTHM, Inc. shares?

Wellness Mgmt is the sole member of RSLGH, For Success Holding is the sole member of Wellness Mgmt, VCP23 is For Success Holding’s sole shareholder, GTI23 is the sole member of VCP23, and Green Thumb Industries Inc. is GTI23’s sole shareholder, sharing voting and dispositive power.

How many RYTHM, Inc. shares outstanding were used to calculate the reported 49.99% stake?

The reported 49.99% beneficial ownership is based on approximately 2,149,148 RYTHM, Inc. common shares outstanding as of March 1, 2026. This outstanding share figure underpins the percentage calculation disclosed by the reporting group.
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