Green Thumb posts $4.83M loss in Q3 2026 earnings
Fixed annual RYM licensing fees of $70 million took effect April 1, 2026, while third-quarter gross margin was 45%.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Green Thumb Industries Inc. (GTBIF) reported third-quarter 2026 revenue of $324.412 million, up 11% from $291.369 million a year earlier. Gross profit was $146.788 million, while gross margin was 45%, compared with 49%. Operating income declined to $25.089 million from $36.741 million, and the company recorded a $4.827 million net loss attributable to Green Thumb, versus $23.288 million net income.
For the first nine months, revenue was $931.285 million, up 8%, while net income attributable to Green Thumb fell to $15.448 million from $30.949 million. Operating cash flow was $163.075 million, compared with $204.785 million. Third-quarter Adjusted EBITDA was $73.652 million versus $80.163 million; excluding $15.750 million in RYM license fees, the company reported Normalized EBITDA of $89.402 million.
Fixed annual RYM licensing fees of $70 million, payable monthly, took effect April 1, 2026. Green Thumb also reported a new repurchase program authorizing up to $50 million over 12 months. It concluded it became RYM’s primary beneficiary effective October 10, 2026, and will account for consolidation as a business combination in stages beginning in Q4 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue rose 11% in Q3 and 8% for the first nine months.
Negative
- Moderate pointQ3 operating income fell 32% to $25.089 million.
- Moderate pointQ3 attributable net result was a $4.827 million loss.
- Moderate pointNine-month attributable net income fell 50% to $15.448 million.
Filing Explained
The filing reports that Green Thumb repurchased 13,438,787 subordinate voting shares for
Key Figures
Key Terms
Adjusted EBITDA financial
Normalized EBITDA financial
variable interest entities financial
Level 3 investments financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were GTBIF's third-quarter 2026 revenue and net result?
How are GTBIF's RYM license fees structured?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
|
|
(Address of principal executive offices) |
(zip code) |
Registrant’s telephone number, including area code - (
Securities registered pursuant to Section 12(g) of the Act:
(Title of each Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ |
Accelerated filer |
☐ |
|
|
|
|
|
Non-accelerated filer |
☐ |
Smaller reporting company |
|
|
|
|
|
Emerging growth company |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of November 02, 2026 there were
GREEN THUMB INDUSTRIES INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
FINANCIAL INFORMATION |
Page |
|
|
Part I |
|
ITEM 1: |
Unaudited Interim Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 |
4 |
|
Unaudited Interim Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 |
5 |
|
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2026 and 2025 |
6 |
|
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 |
8 |
|
Notes to Unaudited Interim Condensed Consolidated Financial Statements |
10 |
ITEM 2: |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
33 |
ITEM 3: |
Quantitative and Qualitative Disclosures About Market Risk |
42 |
ITEM 4: |
Controls and Procedures |
42 |
|
|
|
OTHER INFORMATION |
|
|
ITEM 1: |
Legal Proceedings |
43 |
ITEM 1A: |
Risk Factors |
43 |
ITEM 2: |
Unregistered Sales of Equity Securities and Use of Proceeds |
43 |
ITEM 3: |
Defaults Upon Senior Securities |
45 |
ITEM 4: |
Mine Safety Disclosures |
45 |
ITEM 5: |
Other Information |
45 |
ITEM 6: |
Exhibits |
46 |
Signatures |
|
47 |
Use of Names
In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” “Corporation” or “Green Thumb” refer to Green Thumb Industries Inc. together with its wholly-owned subsidiaries and variable interest entities.
Currency
Unless otherwise indicated, all references to “$” or “US$” in this document refer to United States dollars, and all references to “C$” refer to Canadian dollars.
Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements that we believe are, or may be considered to be, “forward-looking statements.” All statements other than statements of historical fact included in this document regarding the prospects of our industry or our prospects, plans, financial position or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,”, "opportunity," “project,”“potential,” “risk,” “anticipate,” “believe,” “plan,” “forecast,” “suggests,” “continue” or “could” or the negative of these terms or variations of them or similar terms or expressions of similar meaning. Furthermore, forward-looking statements may be included in various filings that we make with the Securities and Exchange Commission (the “SEC”), and in press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. These known and unknown risks include, without limitation: cannabis remains illegal under U.S. federal law, and enforcement of cannabis laws could change; state regulation of cannabis is uncertain; the Company may not be able to obtain or maintain necessary permits and authorizations; the Company may face limitations on ownership of cannabis licenses; the Company may become subject to U.S. Food and Drug Administration or the U.S. Bureau of Alcohol, Tobacco Firearms and Explosives regulation; as a cannabis business, the Company is subject to applicable anti-money laundering laws and regulations and has restricted access to banking and other financial services; the Company may face difficulties acquiring additional financing; the Company operates in a highly regulated sector and may not always succeed in complying fully with applicable regulatory requirements in all jurisdictions where the Company carries on business; the Company faces intense competition; the Company faces competition from the illicit market as well as products that actually or purportedly comply with the Agricultural Improvement Act of 2018, as amended; the Company is dependent upon the popularity and consumer acceptance of its brand portfolio that the Company licenses from a third-party; the Company has limited trademark protection; as a cannabis business, the Company is subject to unfavorable tax treatment and may incur significant tax liability; as a cannabis company, the Company may be subject to civil asset forfeiture; the Company is subject to proceeds of crime statutes; the Company faces exposure to fraudulent or illegal activity; the Company faces risks due to industry immaturity or limited comparable, competitive or established industry best practices; the Company faces risks related to its products; the Company’s business is subject to the risks inherent in agricultural operations; the Company faces an inherent risk of product liability or similar claims; the Company’s products may be subject to product recalls; the Company may face unfavorable publicity or consumer perception; the Company may adversely be impacted by rising or volatile energy costs and availability; the Company faces risks related to its information technology systems and potential cyber-attacks and security breaches; the Company relies on third-party software providers for numerous capabilities that it depends upon to operate, and a disruption of one or more systems could adversely affect the Company’s business, financial condition and results of operations; the Company relies on the expertise of the Company management team and other employees experienced in the cannabis industry, and the loss of key personnel could negatively affect the Company’s business, financial condition and results of operations; the Company's voting control is concentrated; the Company’s capital structure and voting control may cause unpredictability; and sales of substantial amounts of Subordinate Voting Shares by shareholders in the public market may have an adverse effect on the market price of the Company's Subordinate Voting Shares and could affect the Company’s business and financial condition and the results of operations. These and other risks and uncertainties are described further in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and elsewhere in the Company’s filings with the SEC, which are available on the SEC’s website or at https://investors.gtigrows.com. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this document, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this document.
3
Green Thumb Industries Inc.
Unaudited Interim Condensed Consolidated Balance Sheets
As of September 30, 2026 and December 31, 2025
(Amounts Expressed in United States Dollars)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents1 |
|
$ |
|
|
$ |
|
||
Restricted cash and cash equivalents |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
||
Convertible notes receivable from related party |
|
|
|
|
|
|
||
Inventories, net1 |
|
|
|
|
|
|
||
Prepaid expenses1 |
|
|
|
|
|
|
||
Other current assets1 |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property and equipment, net1 |
|
|
|
|
|
|
||
Operating lease right of use assets, net1 |
|
|
|
|
|
|
||
Investments |
|
|
|
|
|
|
||
Investments in associates |
|
|
|
|
|
|
||
Note receivable |
|
|
|
|
|
|
||
Convertible note receivable from related party |
|
|
|
|
|
|
||
Intangible assets, net1 |
|
|
|
|
|
|
||
Goodwill1 |
|
|
|
|
|
|
||
Deposits and other assets1 |
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
|
|
$ |
|
||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable1 |
|
$ |
|
|
$ |
|
||
Accrued liabilities1 |
|
|
|
|
|
|
||
Acquisition consideration payable |
|
|
|
|
|
|
||
Compensation payable |
|
|
|
|
|
|
||
Current portion of notes payable |
|
|
|
|
|
|
||
Current portion of operating lease liabilities1 |
|
|
|
|
|
|
||
Income tax payable |
|
|
|
|
|
|||
Total current liabilities |
|
|
|
|
|
|
||
Long-Term liabilities: |
|
|
|
|
|
|
||
Operating lease liabilities, net of current portion1 |
|
|
|
|
|
|
||
Notes payable, net of current portion and debt discount |
|
|
|
|
|
|
||
Other long-term liabilities |
|
|
|
|
|
|
||
Unrecognized tax benefits |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
TOTAL LIABILITIES |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
||
Subordinate Voting Shares (shares authorized, issued and outstanding at September 30, 2026: |
|
|
— |
|
|
|
— |
|
Multiple Voting Shares (shares authorized, issued and outstanding at September 30, 2026: |
|
|
— |
|
|
|
— |
|
Super Voting Shares (shares authorized, issued and outstanding at September 30, 2026: |
|
|
— |
|
|
|
— |
|
Share capital |
|
|
|
|
|
|
||
Contributed deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated earnings |
|
|
|
|
|
|
||
Equity of Green Thumb Industries Inc. |
|
|
|
|
|
|
||
Non-controlling interests |
|
|
( |
) |
|
|
|
|
TOTAL SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
$ |
|
|
$ |
|
||
1
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
4
Green Thumb Industries Inc.
Unaudited Interim Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2026 and 2025
(Amounts Expressed in United States Dollars, Except Share Amounts)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
|
(in thousands) |
|
|
(in thousands) |
||||
Revenues, net of discounts |
$ |
$ |
|
$ |
$ |
||||
Cost of goods sold |
|
( |
|
( |
|
|
( |
|
( |
Gross profit |
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
Selling, general, and administrative |
|
|
|
|
|
||||
Total expenses |
|
|
|
|
|
||||
Income from operations |
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
Other (expense) income, net |
|
( |
|
|
|
|
|||
Interest income |
|
|
|
|
|
||||
Interest expense, net |
|
( |
|
( |
|
|
( |
|
( |
Total other (expense) income |
|
( |
|
|
|
|
|||
Income before provision for income taxes and non-controlling interest |
|
|
|
|
|
||||
Provision for income taxes |
|
|
|
|
|
||||
Net (loss) income before non-controlling interest |
|
( |
|
|
|
|
|||
Net (loss) income attributable to non-controlling interest |
|
( |
|
|
|
( |
|
||
Net (loss) income attributable to Green Thumb Industries Inc. |
$ |
( |
$ |
|
$ |
$ |
|||
Net (loss) income per share - basic |
$ |
( |
$ |
|
$ |
$ |
|||
Net (loss) income per share - diluted |
$ |
( |
$ |
|
$ |
$ |
|||
Weighted average number of shares outstanding - basic |
|
|
|
|
|
||||
Weighted average number of shares outstanding - diluted |
|
|
|
|
|
||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
5
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
Three and Nine Months Ended September 30, 2026 and 2025
(Amounts Expressed in United States Dollars)
|
|
Share |
|
Contributed |
|
Deferred Share |
|
Accumulated |
|
Non-Controlling |
|
Total |
|
|
(in thousands) |
||||||||||
Balance, July 1, 2025 |
$ |
$ |
( |
$ |
— |
$ |
$ |
$ |
||||
Exercise of options and RSUs |
|
|
( |
|
— |
|
— |
|
— |
|
||
Stock-based compensation |
|
— |
|
|
— |
|
— |
|
— |
|
||
Issuance of shares to non-employee contractors |
|
|
— |
|
— |
|
— |
|
— |
|
||
Distributions to non-controlling interest holders |
|
— |
|
|
— |
|
— |
|
( |
|
( |
|
Net income |
|
— |
|
— |
|
— |
|
|
|
|||
Balance, September 30, 2025 |
$ |
$ |
( |
$ |
$ |
$ |
$ |
|||||
Balance, January 1, 2025 |
$ |
$ |
( |
$ |
$ |
$ |
( |
$ |
||||
Contributions from limited liability company |
|
— |
|
— |
|
— |
|
— |
|
|
||
Issuance of shares associated with investment interests |
|
|
— |
|
— |
|
— |
|
— |
|
||
Distribution of deferred shares |
|
|
— |
|
( |
|
— |
|
— |
|
— |
|
Exercise of options and RSUs |
|
|
( |
|
— |
|
— |
|
— |
|
||
Options exercised through net share settlement |
|
|
( |
|
— |
|
— |
|
— |
|
( |
|
Stock-based compensation |
|
— |
|
|
— |
|
— |
|
— |
|
||
Issuance of shares to non-employee contractors |
|
|
— |
|
— |
|
— |
|
— |
|
||
Distributions to non-controlling interest holders |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
Repurchase of Subordinate Voting Shares |
|
— |
|
( |
|
— |
|
— |
|
— |
|
( |
Net income |
|
— |
|
— |
|
— |
|
|
|
|||
Balance, September 30, 2025 |
$ |
$ |
( |
$ |
— |
$ |
$ |
$ |
||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
6
Green Thumb Industries Inc.
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
Three and Nine Months Ended September 30, 2026 and 2025
(Amounts Expressed in United States Dollars)
|
|
Share |
|
Contributed Deficit |
|
Deferred Share |
|
Accumulated |
|
Non-Controlling |
|
Total |
|
|
(in thousands) |
||||||||||
Balance, July 1, 2026 |
$ |
$ |
( |
$ |
— |
$ |
$ |
$ |
||||
Exercise of options and RSUs |
|
|
( |
|
— |
|
— |
|
— |
|
||
Net share settlement of equity awards |
|
|
( |
|
— |
|
— |
|
— |
|
( |
|
Stock-based compensation |
|
— |
|
|
— |
|
— |
|
— |
|
||
Issuance of shares to non-employee contractors |
|
|
— |
|
— |
|
— |
|
— |
|
||
Distributions to non-controlling interest holders |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
Repurchase of Subordinate and Super Voting Shares |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Net loss |
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
Balance, September 30, 2026 |
$ |
$ |
( |
$ |
— |
$ |
$ |
( |
$ |
|||
Balance, January 1, 2026 |
$ |
$ |
( |
$ |
— |
$ |
$ |
$ |
||||
Exercise of options and RSUs |
|
|
( |
|
— |
|
— |
|
— |
|
||
Net share settlement of equity awards |
|
|
( |
|
— |
|
— |
|
— |
|
( |
|
Stock-based compensation |
|
— |
|
|
— |
|
— |
|
— |
|
||
Issuance of shares to non-employee contractors |
|
|
— |
|
— |
|
— |
|
— |
|
||
Distributions to non-controlling interest holders |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
Repurchase of Subordinate and Super Voting Shares |
|
— |
|
( |
|
— |
|
— |
|
— |
|
( |
Net income (loss) |
|
— |
|
— |
|
— |
|
|
( |
|
||
Balance, September 30, 2026 |
$ |
$ |
( |
$ |
— |
$ |
$ |
( |
$ |
|||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
7
Green Thumb Industries Inc.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2026 and 2025
(Amounts Expressed in United States Dollars)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
CASH FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net income attributable to Green Thumb Industries Inc. |
|
$ |
|
|
$ |
|
||
Net (loss) income attributable to non-controlling interest |
|
|
( |
) |
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of operating lease right of use assets |
|
|
|
|
|
|
||
Amortization of finance lease right of use assets |
|
|
|
|
|
|
||
Loss on disposal of property and equipment |
|
|
|
|
|
|
||
(Earnings) loss on equity method investments |
|
|
( |
) |
|
|
|
|
Net gain on divestitures of intellectual property |
|
|
|
|
|
( |
) |
|
Reserve for obsolete inventory expense |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Decrease in fair value of investments |
|
|
|
|
|
|
||
Interest on notes receivable |
|
|
( |
) |
|
|
( |
) |
Fair value adjustments on related party warrants |
|
|
|
|
|
|
||
Interest on related party convertible notes receivable |
|
|
( |
) |
|
|
( |
) |
Amortization of debt discount |
|
|
|
|
|
|
||
Other Non-cash items |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
( |
) |
|
|
|
|
Inventories |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Deposits and other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Accrued liabilities |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Income tax receivable and payable, net |
|
|
|
|
|
|
||
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES |
|
|
|
|
|
|
||
CASH FLOW FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of property and equipment |
|
|
|
|
|
|
||
Investments in securities and associates |
|
|
( |
) |
|
|
( |
) |
Proceeds from equity investments and notes receivable |
|
|
|
|
|
|
||
Acquisitions, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Proceeds from divestiture of intellectual property |
|
|
|
|
|
|
||
NET CASH FLOWS USED IN INVESTING ACTIVITIES |
|
|
( |
) |
|
|
( |
) |
CASH FLOW FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Principal payments under finance leases |
|
|
( |
) |
|
|
|
|
Contributions from limited liability company unit holders |
|
|
|
|
|
|
||
Distributions to non-controlling interest holders |
|
|
( |
) |
|
|
( |
) |
Repurchase of Subordinate and Super Voting Shares |
|
|
( |
) |
|
|
( |
) |
Payments for taxes related to net share settlement of equity awards |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of options |
|
|
|
|
|
|
||
Proceeds, net from issuance of notes payable |
|
|
|
|
|
|
||
Principal repayment of notes payable |
|
|
( |
) |
|
|
( |
) |
NET CASH FLOWS USED IN FINANCING ACTIVITIES |
|
|
( |
) |
|
|
( |
) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS: |
|
|
|
|
|
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD |
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS END OF PERIOD |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
8
Green Thumb Industries Inc.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2026 and 2025
(Amounts Expressed in United States Dollars)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Taxes paid |
|
$ |
|
|
$ |
|
||
NONCASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Accrued capital expenditures |
|
$ |
( |
) |
|
$ |
( |
) |
Noncash change in operating lease right of use asset |
|
$ |
( |
) |
|
$ |
|
|
Noncash change in operating lease liability |
|
$ |
|
|
$ |
( |
) |
|
Issuance of shares associated with investment interests |
|
$ |
|
|
$ |
|
||
Issuance of shares to non-employee contractors |
|
$ |
|
|
$ |
|
||
Distribution of deferred shares |
|
$ |
|
|
$ |
( |
) |
|
ACQUISITIONS AND DISPOSITIONS |
|
|
|
|
|
|
||
Inventories |
|
$ |
|
|
$ |
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Prepaid expenses |
|
|
|
|
|
|
||
Property and equipment |
|
|
|
|
|
|
||
Operating lease right-of-use asset |
|
|
|
|
|
|
||
Identifiable Intangible assets |
|
|
|
|
|
( |
) |
|
Goodwill |
|
|
|
|
|
|
||
Deposits and other assets |
|
|
|
|
|
|
||
Liabilities assumed |
|
|
( |
) |
|
|
|
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Contingent liabilities |
|
|
( |
) |
|
|
|
|
Gain on divestiture of Project Remix assets |
|
|
|
|
|
( |
) |
|
Cash consideration payable |
|
|
( |
) |
|
|
( |
) |
Forgiveness of note receivable for acquisition of business |
|
|
( |
) |
|
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
RECONCILIATION OF CASH, AND CASH EQUIVALENTS AND |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
TOTAL CASH, AND CASH EQUIVALENTS AND RESTRICTED CASH |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
9
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise
1. OVERVIEW AND BASIS OF PRESENTATION
(a) Description of Business
Green Thumb Industries Inc. (“Green Thumb,” the “Company,” “we” or “us”), a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable, profitable growth. Green Thumb manufactures, and distributes a portfolio of cannabis consumer packaged goods brands including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM. The Company distributes and markets these products to third-party licensed retail cannabis stores across the United States as well as to Green Thumb's own Retail stores (which we refer to as our Retail business). The Company also owns and operates retail cannabis stores that include a national chain named RISE, which sell our products and third-party products. As of September 30, 2026, Green Thumb has revenue in fourteen markets (California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia), employs approximately 5,000 people and serves millions of patients and customers annually.
The Company’s registered office is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. The Company’s U.S. headquarters are at 325 W. Huron St., Suite 700, Chicago, IL 60654.
(b)
(c)
Except for the addition of the accounting policy for variable interest entities (“VIE”) described below, there have been no changes to the Company’s significant accounting policies as described in Note 2 to the Company's Consolidated Financial Statements included in the 2025 Form 10-K. During the period, the Company entered into management service agreements through which it obtained variable interests in, and was determined to be the primary beneficiary of, certain entities, resulting in the consolidation of VIEs. As a result, the Company has added the following significant accounting policy in connection with these arrangements.
Variable Interest Entities
A VIE is an entity that has insufficient equity at risk to finance its activities without additional subordinated financial support, or in which the equity holders, as a group, lack the power to direct the activities that most significantly impact the entity's economic performance or do not substantially participate in the entity's gains and losses. The Company's variable interests may arise through equity investments as well as through contractual arrangements, including management and service agreements, funding commitments, and other similar arrangements. Upon entering into a contractual or other arrangement, and upon the occurrence of a reconsideration event thereafter, the Company assesses whether the arrangement gives it a variable interest in an entity and whether that entity is a VIE.
10
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
1. OVERVIEW AND BASIS OF PRESENTATION (Continued)
(c) Significant Accounting Policies (Continued)
The Company consolidates a VIE when it is determined to be the primary beneficiary. The primary beneficiary is the party that has both (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. This determination requires significant judgment and is reassessed on an ongoing basis. Where the Company concludes that it is the primary beneficiary of a VIE, it consolidates the financial results of that entity in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation, and the equity interests held by other parties are presented as noncontrolling interests.
See Note 7 - Variable Interest Entities, for additional information.
(d)
Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (loss) attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the earnings (loss) per share calculation. Diluted earnings (loss) per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units (“RSUs”), stock options and warrants. As of September 30, 2026, the Company had
In order to determine diluted earnings (loss) per share, it is assumed that any proceeds from the vesting of dilutive unvested RSUs, or exercise of unvested stock options and warrants would be used to repurchase common shares at the average market price during the period. Under the treasury stock method, the diluted loss per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the three months ended September 30, 2026, the computation excluded potential dilutive common share equivalents because their impact was anti-dilutive. For the nine months ended September 30, 2026, the computation of diluted earnings per share included
11
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
1. OVERVIEW AND BASIS OF PRESENTATION (Continued)
(e)
The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the business for disclosure.
12
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise
2. INVENTORIES
The Company’s inventories include the following at September 30, 2026 and December 31, 2025:
|
|
September 30, 2026 |
|
December 31, 2025 |
|
|
(in thousands) |
||
Raw material |
$ |
$ |
||
Packaging and miscellaneous |
|
|
||
Work in process |
|
|
||
Finished goods |
|
|
||
Reserve for obsolete inventory |
|
( |
|
( |
Total inventories, net |
$ |
$ |
||
13
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
3. PROPERTY AND EQUIPMENT
At September 30, 2026 and December 31, 2025, property and equipment consisted of the following:
|
|
September 30, 2026 |
|
December 31, 2025 |
|
|
(in thousands) |
||
Buildings and improvements |
$ |
$ |
||
Equipment, computers and furniture |
|
|
||
Leasehold improvements |
|
|
||
Land |
|
|
||
Land improvements |
|
|
||
Assets under construction |
|
|
||
Capitalized interest |
|
|
||
Total property and equipment |
|
|
||
Less: accumulated depreciation |
|
( |
|
( |
Property and equipment, net |
$ |
$ |
||
Depreciation expense for the three and nine months ended September 30, 2026 totaled $
Assets under construction represent costs associated with construction projects related to cultivation and production facilities and retail stores as well as costs associated with internal-use software not yet placed in service. The Company capitalizes interest expense incurred during the active construction of qualifying assets, primarily cultivation and processing facilities and retail stores under development. Capitalization commences when expenditures for the asset are being made, activities necessary to prepare the asset for its intended use are in progress, and interest costs are being incurred. Capitalization ceases when the asset is substantially complete and ready for its intended use. The amount of interest capitalized is based on the weighted average rate applicable to the Company's outstanding borrowings.
Interest cost incurred and capitalized during the three and nine months ended September 30, 2026 and 2025 was as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
|
(in thousands) |
|
|
(in thousands) |
||||
Interest expense incurred |
$ |
$ |
|
$ |
$ |
||||
Less: interest expense capitalized |
|
( |
|
( |
|
|
( |
|
( |
Interest expense recognized in operations |
$ |
$ |
|
$ |
$ |
||||
14
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
4. INTANGIBLE ASSETS AND GOODWILL
(a) Intangible Assets
Intangible assets are recorded at cost less accumulated amortization and impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively.
At September 30, 2026 and December 31, 2025, intangible assets consisted of the following:
|
|
September 30, 2026 |
|
December 31, 2025 |
||||||||
|
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net Book Value |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net Book Value |
|
|
(in thousands) |
|
(in thousands) |
||||||||
Licenses and permits |
$ |
$ |
$ |
$ |
$ |
$ |
||||||
Trademarks |
|
|
|
|
|
|
||||||
Customer relationships |
|
|
|
|
|
|
||||||
Total intangible assets |
$ |
$ |
$ |
$ |
$ |
$ |
||||||
The Company recorded amortization expense for the three and nine months ended September 30, 2026 of $
The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2026:
|
|
Estimated |
Year Ending December 31, |
|
(in thousands) |
Remainder of 2026 |
$ |
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
2031 and thereafter |
|
|
|
$ |
As of September 30, 2026, the weighted average amortization period remaining for intangible assets was
15
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
4. INTANGIBLE ASSETS AND GOODWILL (Continued)
(b) Goodwill
At September 30, 2026 and December 31, 2025 the balances of goodwill, by segment, consisted of the following:
|
|
September 30, 2026 |
|
December 31, 2025 |
|
|
(in thousands) |
||
Retail |
$ |
$ |
||
Consumer packaged goods |
|
|
||
Total |
$ |
$ |
||
Goodwill is recognized net of accumulated impairment losses of $
16
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
5. INVESTMENTS
As of September 30, 2026 and December 31, 2025, the Company held various equity interests in cannabis-related companies as well as investments in note(s) receivable instruments that had a combined fair value of $
The following table summarizes the changes in the Company’s investments during the nine months ended September 30, 2026 and year ended December 31, 2025:
|
|
September 30, 2026 |
|
December 31, 2025 |
|
|
(in thousands) |
||
Beginning |
$ |
$ |
||
Additions |
|
|
||
Proceeds |
|
( |
|
( |
Fair value adjustments |
|
( |
|
( |
Transfers and other |
|
|
( |
|
Ending |
$ |
$ |
||
The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments during the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
(in thousands) |
||||||||
Equity investments |
$ |
( |
$ |
( |
|
$ |
( |
$ |
( |
Notes receivable instruments |
|
|
|
|
( |
|
|||
Accrued interest on notes receivable instruments |
|
|
|
|
|
||||
Net fair value losses |
$ |
( |
$ |
( |
|
$ |
( |
$ |
|
(a) Equity Investments
The Company invests in both publicly traded and privately held cannabis and cannabis-related companies. Generally, publicly traded entities have readily determinable fair values and are classified as Level 1 investments. Meanwhile, non-publicly traded entities generally do not have readily determinable fair values and are classified as Level 3 investments. The Company has classified all of its holdings as trading securities and recorded such amounts within investments on the Company's unaudited interim condensed consolidated balance sheet.
Unrealized loss recognized on the Company's equity investments held during the three and nine months ended September 30, 2026 was $
As of September 30, 2026, the Company held no Level 1 equity investments.
The following table summarizes the change in the Company's Level 3 equity investments during the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
(in thousands) |
||||||||
Beginning |
$ |
$ |
|
$ |
$ |
||||
Additions |
|
|
|
|
|
||||
Fair value adjustments |
|
( |
|
( |
|
|
( |
|
( |
Transfers and other |
|
|
|
|
|
||||
Ending |
$ |
$ |
|
$ |
$ |
||||
17
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
5. INVESTMENTS (Continued)
(b) Notes Receivable Instruments
The Company invests in both publicly traded and privately held cannabis and cannabis-related companies by, among other things, providing financing through notes receivable instruments. The fair value of these notes receivable instruments include the initial investment and contractual accrued interest recorded within interest income on the unaudited interim condensed consolidated statements of operations. The Company has classified all of its notes receivable instruments as trading securities and included such amounts within investments on the Company's unaudited interim condensed consolidated balance sheets.
As of September 30, 2026, the Company held no Level 1 notes receivable instruments.
The following table summarizes the change in the Company's Level 3 notes receivable instruments during the three and nine months ended September 30, 2026 and 2025.
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
(in thousands) |
||||||||
Beginning |
$ |
$ |
|
$ |
$ |
||||
Proceeds |
|
( |
|
( |
|
|
( |
|
( |
Fair value adjustments |
|
|
|
|
( |
|
|||
Accrued interest |
|
|
|
|
|
||||
Transfers and other |
|
|
( |
|
|
|
( |
||
Ending |
$ |
$ |
|
$ |
$ |
||||
The Company's Level 3 notes receivable instruments bear a stated interest rate of
See Note 14 - Fair Value Measurements for additional details.
18
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
6. ACQUISITIONS
(a) Business Combinations:
During the nine months ended September 30, 2026, the Company obtained control of several retail cannabis operations for the purposes of expanding its retail presence. In each case, the Company obtained a controlling financial interest as the primary beneficiary of a VIE through management services agreements and related asset purchase agreements with the license-holding entities, rather than through the acquisition of equity or legal title. Each transaction was accounted for in accordance with ASC 805, Business Combinations, as a business combination, with results included from the date control was obtained.
The most significant transactions related to the acquisition of control over retail dispensary licenses are presented individually below. Individually immaterial transactions have been aggregated. The purchase price allocations are preliminary and subject to change during the measurement period, principally with respect to the valuation of intangible assets and residual goodwill.
|
|
|
|||||||
|
|
|
5/31/2026 Retail Store Acquisition |
|
8/1/2026 Retail Store Acquisition |
|
Other Retail Stores |
|
Total |
|
|
|
(in thousands) |
||||||
Cash |
$ |
$ |
$ |
$ |
|||||
Inventory |
|
|
|
|
|||||
Prepaid expenses |
|
|
|
|
|||||
Property and equipment, net |
|
|
|
|
|||||
Operating lease right-of-use asset |
|
|
|
|
|||||
Deposits and other assets |
|
|
|
|
|||||
Intangible assets, net: |
|
|
|
|
|
|
|
|
|
Licenses and permits |
|
|
|
|
|||||
Liabilities assumed |
|
( |
|
( |
|
( |
|
( |
|
Operating lease liabilities |
|
( |
|
|
( |
|
( |
||
Total identifiable net assets |
|
|
|
|
|||||
Goodwill |
|
|
|
|
|||||
Net assets |
|
$ |
$ |
$ |
$ |
||||
Consideration Transferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
5/31/2026 Retail Store Acquisition |
|
8/1/2026 Retail Store Acquisition |
|
Other Retail Stores |
|
Total |
|
|
|
(in thousands) |
||||||
Cash |
$ |
$ |
$ |
$ |
|||||
Contingent consideration payable |
|
|
|
|
|||||
Acquisition payable |
|
|
|
|
|||||
Forgiveness of note receivable for acquisition of business |
|
|
|
|
|||||
Total consideration transferred |
$ |
$ |
$ |
$ |
|||||
As of September 30, 2026, the Company held an acquisition liability of $
The acquired intangible assets have a weighted-average amortization period of approximately
19
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
7. VARIABLE INTEREST ENTITIES
The Company has entered into management service agreements in multiple states with various entities to expand its retail cannabis presence, including through the operation and acquisition of cannabis dispensary licenses. The Company has evaluated these arrangements under ASC 810, Consolidation, and has determined that these entities are VIEs for which the Company is the primary beneficiary and holds a controlling financial interest. The Company's direct or indirect ownership interest in these entities ranges from
The following table presents the summarized assets and liabilities of the Company's consolidated VIEs as of September 30, 2026 and December 31, 2025. Amounts reflect only the third-party assets and liabilities of those VIEs and exclude intercompany balances eliminated in consolidation.
|
|
|
September 30, 2026 |
|
December 31, 2025 |
|
|
|
(in thousands) |
||
Cash and cash equivalents |
|
$ |
$ |
||
Inventories, net |
|
|
|
||
Prepaid expenses |
|
|
|
||
Other current assets |
|
|
|
||
Total current assets |
|
|
|
||
Property and equipment, net |
|
|
|
||
Operating lease right of use assets, net |
|
|
|
||
Intangible assets, net |
|
|
|
||
Goodwill |
|
|
|
||
Deposits and other assets |
|
|
|
||
Total assets |
|
$ |
$ |
||
Current liabilities: |
|
|
|
|
|
Accounts payable |
|
|
|
||
Accrued liabilities |
|
|
|
||
Current portion of operating lease liabilities |
|
|
|
||
Total current liabilities |
|
|
|
||
Operating lease liabilities, net of current portion |
|
|
|
||
Total liabilities |
|
$ |
$ |
||
Subsequent Event - Consolidation of RYTHM, Inc.
On August 10, 2026, the Company and its affiliates entered into an amendment (the “Amendment”) to certain pre-funded warrants, secured convertible notes, and a shared services agreement with RYTHM, Inc. (“RYM”), a public company in which the Company holds an equity interest accounted for under the equity method. The Amendment removed the
20
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
8. LEASES
(a) Operating Leases
The Company has operating leases for its retail stores, processing and cultivation facilities and corporate office space. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.
The Company records real estate and equipment leases with an initial term of twelve months or more on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for fixed and variable non-lease components, such as taxes, insurance and maintenance, as part of base rent. In those circumstances, the Company elected the practical expedient to not separate the lease components from non-lease components.
The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. For the three and nine months ended September 30, 2026, the Company recorded operating lease expense of $
Other information related to operating leases as of September 30, 2026 and December 31, 2025 were as follows:
|
|
September 30, 2026 |
|
December 31, 2025 |
Weighted average remaining lease term (years) |
|
|
||
Weighted average discount rate |
|
|
Maturities of lease liabilities for operating leases as of September 30, 2026 were as follows:
|
|
Maturities of Lease Liability |
||||
Year Ending December 31, |
|
Third-Party |
|
Related Party |
|
Total |
|
|
|
|
|
|
|
|
|
(in thousands) |
||||
Remainder of 2026 |
$ |
$ |
$ |
|||
2027 |
|
|
|
|||
2028 |
|
|
|
|||
2029 |
|
|
|
|||
2030 |
|
|
|
|||
2031 and thereafter |
|
|
|
|||
Total lease payments |
|
|
|
|||
Less: interest |
|
( |
|
( |
|
( |
Present value of operating lease liability |
$ |
$ |
$ |
|||
(b) Finance Leases
In certain markets, the Company leases vehicles at its retail stores for residential delivery, where permitted. Many such leases are accounted for as finance leases. The terms of the vehicle leases are generally five years, do not contain renewal options, and expire at various dates through 2031. The Company's finance leases as of September 30, 2026 were not material and were included in Deposits and other assets and Other long-term liabilities on the Company's unaudited interim condensed consolidated balance sheets.
(c) Related Party Operating Leases
Mosaic Real Estate, LLC owns certain facilities leased by the Company and is owned in part by Benjamin Kovler, the Chairman and Chief Executive Officer of the Company (through KP Capital, LLC), and Anthony Georgiadis, the President and a director of the Company (through Three One Four Holdings, LLC). For the three and nine months ended September 30, 2026, the Company recorded lease expense of $
21
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
9. NOTES PAYABLE
At September 30, 2026 and December 31, 2025, notes payable consisted of the following:
|
|
September 30, 2026 |
|
December 31, 2025 |
|
|
(in thousands) |
||
Syndicated credit facility1 |
$ |
$ |
||
Mortgage notes2 |
|
|
||
Total notes payable |
|
|
||
Less: current portion of notes payable |
|
( |
|
( |
Notes payable, net of current portion |
$ |
$ |
||
1
2
(a) Syndicated Credit Facility
On September 11, 2024, the Company entered into a $
The Credit Facility includes certain covenants which require the Company to maintain a debt service coverage ratio of
(b) Total Interest Costs
The Company capitalizes interest expense based on the weighted average rate applicable to the Company's outstanding borrowings. See Note 3 - Property and Equipment for additional details.
22
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
10. SHARE CAPITAL
Common shares, which include the Company’s Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares, are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the applicable vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with ASC 740, Income Taxes.
(a) Authorized
The Company has the following classes of share capital, with each class having no par value:
(i) Subordinate Voting Shares
The holders of the Subordinate Voting Shares are entitled to receive dividends which may be declared from time to time and are entitled to one vote per share at meetings of the Company’s shareholders. All Subordinate Voting Shares are ranked equally with regard to the Company’s residual assets. The Company is authorized to issue an unlimited number of no par value Subordinate Voting Shares.
(ii) Multiple Voting Shares
Each Multiple Voting Share is entitled to
(iii) Super Voting Shares
Each Super Voting Share is entitled to
(b) Issued and Outstanding
A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows:
|
|
Issued and Outstanding |
||||
|
|
Subordinate |
|
Multiple |
|
Super |
As of January 1, 2026 |
|
|
|
|||
Issuance of shares upon exercise of options |
|
|
— |
|
— |
|
Issuances of shares upon vesting of RSUs |
|
|
— |
|
— |
|
Issuance of shares to non-employee contractors |
|
|
— |
|
— |
|
Repurchase of Subordinate Voting Shares |
|
( |
|
— |
|
— |
Repurchase of Super Voting Shares |
|
— |
|
— |
|
( |
Exchange of shares |
|
|
( |
|
( |
|
As of September 30, 2026 |
|
|
|
|||
23
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
10. SHARE CAPITAL (Continued)
(i) Repurchase of Subordinate Voting Shares
On September 23, 2026, the Company's Board of Directors authorized a new share repurchase program that commenced immediately following the expiration of the Company's previous share repurchase program. The new program authorizes the Company to repurchase its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $
Under the previous share repurchase program, during the nine months ended September 30, 2026, the Company repurchased approximately
Separately, on May 12, 2026, the Company entered into a securities purchase agreements with Benjamin Kovler, the Chairman and Chief Executive Officer and Anthony Georgiadis, the President and a Director, to purchase
(c) Stock-Based Compensation
The Company operates equity settled stock-based remuneration plans for its eligible directors, officers, employees and consultants. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Equity settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity.
In June 2018, the Company established the Green Thumb Industries Inc. 2018 Stock and Incentive Plan, which was amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto (as amended, the “Plan”). The maximum number of RSUs and options outstanding under the Plan at any time shall not exceed
The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of options expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized. Option and RSU awards generally vest over three years, and options typically have a life of seven to ten years. Option grants under the Plan are determined by the Compensation Committee of the Company’s Board of Directors with the option price set at no less than 100% of the fair market value of a share on the date of grant.
24
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
10. SHARE CAPITAL (Continued)
(c) Stock-Based Compensation (Continued)
The following table summarizes Stock option activity:
|
Number of Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life |
Balance as of December 31, 2025 |
$ |
||
Granted |
|
||
Exercised |
( |
|
|
Forfeited |
( |
|
|
Balance as of September 30, 2026 |
$ |
||
Exercisable as of September 30, 2026 |
$ |
As permitted under ASC 718, Stock Compensation, the Company has made an accounting policy choice to prospectively account for forfeitures when they occur.
The following table summarizes the number of unvested RSU awards as of September 30, 2026 and December 31, 2025 and the changes during the nine months ended September 30, 2026:
|
|
Number of Shares |
|
Weighted Average Grant Date Fair Value |
Unvested Shares at December 31, 2025 |
|
$ |
||
Granted |
|
|
||
Forfeited |
|
( |
|
|
Vested |
|
( |
|
|
Unvested Shares at September 30, 2026 |
|
$ |
The stock-based compensation expense for the three and nine months ended September 30, 2026 and 2025 was as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
|
(in thousands) |
|
|
(in thousands) |
||||
Stock options expense |
$ |
$ |
|
$ |
$ |
||||
Restricted stock units expense |
|
|
|
|
|
||||
Total stock based compensation expense |
$ |
$ |
|
$ |
$ |
||||
As of September 30, 2026, $
25
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
11. INCOME TAX EXPENSE
The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
|
(in thousands) |
|
|
(in thousands) |
||||
Income before income taxes |
$ |
$ |
|
$ |
$ |
||||
Income tax expense |
|
|
|
|
|
||||
Effective tax rate |
|
|
|
|
|
||||
The effective tax rates for the three months ended September 30, 2026 and 2025 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented. As part of its normal business operations, the Company and certain of its subsidiaries are subject to periodic examination by federal and state taxing authorities. As of September 30, 2026, the IRS is auditing the Company’s 2023 and 2024 tax years, which are the earliest years open to examination.
The IRS has taken the position that cannabis companies are subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E under which cannabis companies are only allowed to deduct expenses directly related to sales of product. This results in permanent differences related to ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. On April 23, 2026, the U.S. Department of Justice (“DOJ”) issued a final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. This change, which became effective on April 28, 2026, will prospectively reduce a portion of the Company's provision for uncertain tax positions. The U.S. Department of the Treasury has not yet issued guidance on the tax consequences of this reclassification. The Company's income tax provision for the three and nine months ended September 30, 2026, reflects its current interpretation of the reclassification's effect on Section 280E, which remains subject to change pending such guidance. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates.
26
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
12. OTHER INCOME (EXPENSE)
For the three and nine months ended September 30, 2026 and 2025 other income (expense) was comprised of the following:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
|
(in thousands) |
|
|
(in thousands) |
||||
Fair value adjustments on equity investments |
$ |
( |
$ |
( |
|
$ |
( |
$ |
( |
Net gain on divestitures of intellectual property |
|
|
|
|
|
||||
Fair value adjustments on related party warrants |
|
( |
|
|
|
( |
|
||
Fair value adjustments on warrants liability |
|
|
|
|
|
||||
Gain from settlement of arbitration award |
|
|
|
|
|
||||
Earnings (loss) from equity method investments |
|
|
( |
|
|
|
( |
||
Other |
|
( |
|
|
|
|
|||
Total other income (expense) |
$ |
( |
$ |
|
$ |
$ |
|||
27
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
13. COMMITMENTS AND CONTINGENCIES
The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities.
Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statements of operations.
(a) Contingencies
The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, sanctions, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. The Company may be subject to regulatory fines, penalties, or restrictions in the future as cannabis and other regulations continue to evolve and are subject to differing interpretations.
(b) Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. The following is an update to the status of the previously disclosed matters as of September 30, 2026:
At September 30, 2026 and December 31, 2025, other than as discussed above, there were
(c) Construction Commitments
As of September 30, 2026, the Company held approximately $
28
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
14. FAIR VALUE MEASUREMENTS
The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and
Level 3 – Inputs for the asset or liability that are not based on observable market data.
(a) Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable.
It was not practicable to estimate the fair value of the Company's long-term notes payable, which consist of the Credit Facility and mortgage notes, since there were no quoted market prices or active trading markets. The carrying amount of notes payable at September 30, 2026 and December 31, 2025 was $
Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements.
|
|
As of September 30, 2026 |
||||||
|
(in thousands) |
|||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Cash and cash equivalents |
$ |
$ |
$ |
$ |
||||
Restricted cash and cash equivalents |
|
|
|
|
||||
Investments |
|
|
|
|
||||
|
$ |
$ |
$ |
$ |
||||
|
|
As of December 31, 2025 |
||||||
|
(in thousands) |
|||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
$ |
$ |
$ |
||||
Restricted cash and cash equivalents |
|
|
|
|
||||
Investments |
|
|
|
|
||||
|
$ |
$ |
$ |
$ |
||||
29
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
15. RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES
The Company acquired a non-controlling financial interest in Agrify Corporation (now known as RYTHM, Inc. or “RYM”) in November 2024. In connection with the transaction, Benjamin Kovler, Chairman and Chief Executive Officer and Armon Vakili, Vice President, Strategic Initiatives and Partnerships, both of Green Thumb, began serving as RYM's Chairman and Interim Chief Executive Officer and member of RYM's Board, respectively. The following is a summary of transactions between Green Thumb and RYM:
As of September 30, 2026 and December 31, 2025, the Company held approximately
The Company extended convertible notes receivable (the “May 2025 Notes” and “August 2025 Notes”) to RYM in the previous year. The following amounts were held by the Company as of September 30, 2026 and December 31, 2025, respectively:
|
|
September 30, 2026 |
|
December 31, 2025 |
|
(in thousands) |
|||
May 2025 Notes - maturing November 22, 2026 |
$ |
$ |
||
August 2025 Notes - maturing February 25, 2027 |
|
|
||
Current convertible notes receivable from RYM |
$ |
$ |
||
|
|
|
|
|
The May 2025 Notes and August 2025 Notes bear interest of
As of September 30, 2026 and December 31, 2025, accrued interest associated with the Company's convertible notes receivable from RYM totaled $
30
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
15. RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES (Continued)
In May and August 2025, Green Thumb sold its intellectual property rights in brands including RYTHM, incredibles, Beboe, Dogwalkers, Doctor Solomon's, &Shine and Good Green to RYM. As part of the transactions, RYM agreed to license the intellectual property rights back to Green Thumb in exchange for a licensing fee (the “License Agreements”). During the three and nine months ended September 30, 2026, the Company incurred $
On March 31, 2026, the License Agreements were amended to replace the prior revenue-based fee structure with fixed annual licensing fees of $
Separately, the Company routinely provides operational support services to RYM pursuant to two shared services agreements. As of September 30, 2026 and December 31, 2025 the Company was owed $
31
Green Thumb Industries Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)
16. SEGMENT REPORTING
The Company operates in
The below table presents revenues by type for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
|
(in thousands) |
|
|
(in thousands) |
||||
Revenues, net of discounts |
|
|
|
|
|
|
|
|
|
Retail |
$ |
$ |
|
$ |
$ |
||||
Consumer packaged goods |
|
|
|
|
|
||||
Intersegment eliminations |
|
( |
|
( |
|
|
( |
|
( |
Total revenues, net of discounts |
$ |
$ |
|
$ |
$ |
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
Retail |
$ |
$ |
|
$ |
$ |
||||
Consumer packaged goods |
|
|
|
|
|
||||
Intersegment eliminations |
|
( |
|
( |
|
|
( |
|
( |
Total cost of goods sold |
$ |
$ |
|
$ |
$ |
||||
Gross profit |
|
|
|
|
|
|
|
|
|
Retail |
$ |
$ |
|
$ |
$ |
||||
Consumer packaged goods |
|
|
|
|
|
||||
Intersegment eliminations |
|
( |
|
|
|
( |
|
||
Total gross profit |
$ |
$ |
|
$ |
$ |
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
Retail |
$ |
$ |
|
$ |
$ |
||||
Consumer packaged goods |
|
|
|
|
|
||||
Intersegment eliminations |
|
|
|
|
|
||||
Total depreciation and amortization |
$ |
$ |
|
$ |
$ |
||||
Goodwill assigned to the Retail segment as of September 30, 2026 and December 31, 2025 was $
Goodwill assigned to the Consumer Packaged Goods segment as of September 30, 2026 and December 31, 2025 was $
The Company’s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified two reporting units which align with our reportable segments (Retail and Consumer Packaged Goods). All revenues are derived from customers domiciled in the United States and all assets are located in the United States.
32
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Green Thumb Industries Inc. (the “Company” or “Green Thumb”) is for the three and nine months ended September 30, 2026 and 2025. It is supplemental to, and should be read in conjunction with, the Company’s unaudited interim condensed consolidated financial statements as of September 30, 2026 and the consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 25, 2026 (the “2025 Form 10-K”) and the accompanying notes for each respective period. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.
This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Disclosure Regarding Forward-Looking Statements,” identified in the ‘‘Risks and Uncertainties’’ section of this MD&A and in Part I, Item 1A, “Risk Factors of the 2025 Form 10-K.” As a result of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements and information.
OVERVIEW OF THE COMPANY
Established in 2014 and headquartered in Chicago, Illinois, Green Thumb, a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable, profitable growth. As of September 30, 2026, Green Thumb has operations in fourteen U.S. markets, employs approximately 5,000 people and serves millions of patients and customers annually.
Green Thumb’s core business is manufacturing, distributing and marketing a portfolio of cannabis consumer packaged goods brands, including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM (which we refer to as our Consumer Packaged Goods business). The Company distributes and markets these products to third-party licensed retail cannabis stores across the United States as well as to Green Thumb-owned retail stores (which we refer to as our Retail business). The Company developed and acquired its consumer packaged goods brands over the course of the Company's operating history and then, in transactions that closed on May 20, 2025 and August 27, 2025, the Company, through sales of equity interests of indirectly owned subsidiaries, sold the intellectual property related to those brands to RYM (formerly known as Agrify Corporation). In connection with these sales, the Company entered into licensing arrangements with RYM for the Company's continued use of these brands for cannabis products in its existing markets (the “License Agreements”). On March 31, 2026, the License Agreements were amended to replace the original revenue-based fee structure with fixed annual licensing fees. The amendments became effective on April 1, 2026. As of September 30, 2026, the Company, owns approximately 33% of the outstanding shares of common stock of RYM and has the right to acquire additional shares that could increase the Company's ownership percentage to more than 90%. Such rights were subject to certain conditions, including approval by RYM's shareholders, which was obtained at a special meeting held on August 10, 2026. See Note 7, Variable Interest Entities, for details.
The Company’s Consumer Packaged Goods portfolio is primarily generated from plant material that Green Thumb grows and processes itself, which we use to produce our consumer packaged goods in twenty manufacturing facilities. This portfolio consists of cannabis product categories, including flower, pre-rolls, concentrates, vape, capsules, tinctures, edibles, topicals, as well as other cannabis-related products across a range of stock keeping units (“SKUs”) (of which none of these product categories are individually material to the Company).
Green Thumb owns and operates a national cannabis retail chain called RISE Dispensaries that aims to bring patients and customers a variety of high-quality products at multiple price points and provide excellent service. In addition, Green Thumb owns stores under other names, primarily where naming is subject to licensing or similar restrictions. The income from Green Thumb’s retail stores is primarily derived from the sale of cannabis-related products, which includes the sale of Green Thumb produced products as well as those produced by third parties, with an immaterial (under 10%) portion of this income resulting from the sale of other merchandise (such as t-shirts and accessories for cannabis use). RISE Dispensaries currently are located in the fourteen states in which we operate. As of September 30, 2026, the Company had 130 open and operating Retail stores. The Company’s new store opening plans will remain fluid depending on market conditions, obtaining local licensing, construction and other permissions and subject to the Company’s capital allocation plans as described under the heading “Liquidity, Financing Activities During the Period, and Capital Resources” below.
33
Results of Operations – Consolidated
The following table sets forth the Company’s selected consolidated financial results for the periods, and as of the dates, indicated. The (i) unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025 and (ii) unaudited interim condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 have been derived from, and should be read in conjunction with, the unaudited interim condensed consolidated financial statements and accompanying notes presented in Item 1 of this quarterly report on Form 10-Q.
The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and on a going-concern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
QTD Change |
|
YTD Change |
||||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
$ |
% |
|
$ |
% |
|
|
(in thousands, except share and per share amounts) |
|
Increase (Decrease) |
|||||||||||
Revenues, net of discounts |
$ |
324,412 |
$ |
291,369 |
|
$ |
931,285 |
$ |
864,166 |
$ |
33,043 |
11% |
$ |
67,119 |
8% |
Cost of goods sold |
|
(177,624) |
|
(147,342) |
|
|
(502,978) |
|
(430,608) |
|
30,282 |
21% |
|
72,370 |
17% |
Gross profit |
|
146,788 |
|
144,027 |
|
|
428,307 |
|
433,558 |
|
2,761 |
2% |
|
(5,251) |
(1)% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative |
|
121,699 |
|
107,286 |
|
|
342,517 |
|
314,902 |
|
14,413 |
13% |
|
27,615 |
9% |
Total expenses |
|
121,699 |
|
107,286 |
|
|
342,517 |
|
314,902 |
|
14,413 |
13% |
|
27,615 |
9% |
Income from operations |
|
25,089 |
|
36,741 |
|
|
85,790 |
|
118,656 |
|
(11,652) |
(32)% |
|
(32,866) |
(28)% |
Total other (expense) income |
|
(3,680) |
|
36,182 |
|
|
14,706 |
|
16,291 |
|
(39,862) |
(110)% |
|
(1,585) |
(10)% |
Income before provision for income taxes and non-controlling interest |
|
21,409 |
|
72,923 |
|
|
100,496 |
|
134,947 |
|
(51,514) |
(71)% |
|
(34,451) |
(26)% |
Provision for income taxes |
|
28,062 |
|
49,122 |
|
|
88,675 |
|
102,013 |
|
(21,060) |
(43)% |
|
(13,338) |
(13)% |
Net (loss) income before non-controlling interest |
|
(6,653) |
|
23,801 |
|
|
11,821 |
|
32,934 |
|
(30,454) |
(128)% |
|
(21,113) |
(64)% |
Net (loss) income attributable to non-controlling interest |
|
(1,826) |
|
513 |
|
|
(3,627) |
|
1,985 |
|
(2,339) |
(456)% |
|
(5,612) |
(283)% |
Net (loss) income attributable to Green Thumb Industries Inc. |
$ |
(4,827) |
$ |
23,288 |
|
$ |
15,448 |
$ |
30,949 |
$ |
(28,115) |
(121)% |
$ |
(15,501) |
(50)% |
Net (loss) income per share - basic |
$ |
(0.02) |
$ |
0.10 |
|
$ |
0.07 |
$ |
0.13 |
$ |
(0.12) |
(120)% |
$ |
(0.06) |
(46)% |
Net (loss) income per share - diluted |
$ |
(0.02) |
$ |
0.10 |
|
$ |
0.07 |
$ |
0.13 |
$ |
(0.12) |
(120)% |
$ |
(0.06) |
(46)% |
Weighted average number of shares outstanding – basic |
|
218,624,002 |
|
231,652,595 |
|
|
223,388,427 |
|
234,524,146 |
|
|
|
|
|
|
Weighted average number of shares outstanding – diluted |
|
218,624,002 |
|
233,535,805 |
|
|
226,024,017 |
|
237,218,778 |
|
|
|
|
|
|
|
|
September 30, 2026 |
|
December 31, 2025 |
|
|
(in thousands) |
||
Total assets |
$ |
2,850,223 |
$ |
2,790,056 |
Long-Term liabilities |
$ |
729,225 |
$ |
702,098 |
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Revenues, net of Discounts
Revenues, net of discounts for the three months ended September 30, 2026 were $324,412 thousand, an increase of 11% from $291,369 thousand during the three months ended September 30, 2025. The increase in revenue was largely due to the launch of adult-use sales in Minnesota which began on September 17, 2025, revenue generated from newly opened and acquired retail stores, and continued growth in existing markets, particularly in Florida, New Jersey, New York, Ohio and Virginia, partially offset by price compression and increased competition in select markets.
The Company generated revenue from 130 Retail stores during the quarter compared to 108 in the same quarter of the prior year. Retail revenues made up 69% of total revenues during the three months ended September 30, 2026 as compared to 70% during the three months ended September 30, 2025. Since September 30, 2025, the Company opened or acquired twenty-two Retail stores.
Consumer Packaged Goods revenues made up 31% of total revenues during the three months ended September 30, 2026 as compared to 30% during the three months ended September 30, 2025.
34
Cost of Goods Sold
Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within the Company's state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the three months ended September 30, 2026 was $177,624 thousand, an increase of 21% from $147,342 thousand for the three months ended September 30, 2025. The increase in cost of goods sold was primarily driven by RYM licensing fees of $15,750 thousand, the legalization of adult-use sales in Minnesota as described above, continued growth in existing markets, particularly in Florida, New Jersey, New York, Ohio and Virginia, and new and acquired Retail store openings since September 30, 2025.
Gross Profit
Gross profit for the three months ended September 30, 2026 was $146,788 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 45%. This is compared to gross profit for the three months ended September 30, 2025 of $144,027 thousand, or a 49% gross margin. The increase in gross profit was primarily attributable to the launch of adult-use sales in Minnesota as well as continued growth in existing markets as discussed above, partially offset by RYM licensing fees and price compression in select markets.
Total Expenses
Total expenses for the three months ended September 30, 2026 were $121,699 thousand, or 38% of revenues, net of discounts, an increase of $14,413 thousand compared to the same period in the prior year. Total expenses for the three months ended September 30, 2025 were $107,286 thousand or 37% of revenues, net of discounts. The increase in total expenses was primarily attributable to overall compensation and benefits of corporate staff and increased costs associated with the opening, acquisition and operation of Retail stores as described above.
Total Other Income (Expense)
Total other expense for the three months ended September 30, 2026 was $3,680 thousand, an unfavorable change of $39,862 thousand, primarily due to the net gain on sale of Green Thumb's intellectual property rights to RYM during the three months ended September 30, 2025.
Income Before Provision for Income Taxes and Non-Controlling Interest
Income before provision for income taxes and non-controlling interest for the three months ended September 30, 2026 was $21,409 thousand, a decrease of $51,514 thousand compared to the three months ended September 30, 2025.
As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $10,415 thousand and $11,654 thousand in the three months ended September 30, 2026 and 2025, respectively, and other non-operating expenses of $3,960 thousand and $1,687 thousand in three months ended September 30, 2026 and 2025, respectively, Adjusted Earnings Before Interest Depreciation and Amortization (“Adjusted EBITDA”) was $73,652 thousand and $80,163 thousand, respectively. In addition, Adjusted EBITDA excluding the licensing fees recorded in conjunction with the Company's licensing agreement with RYM (“Normalized EBITDA”) was $89,402 thousand for the three months ended September 30, 2026. More information on Normalized EBITDA is also presented under the heading “Non-GAAP Measures” below.
Provision for Income Taxes
Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the three months ended September 30, 2026, federal and state income tax expense totaled $28,062 thousand compared to expense of $49,122 thousand for the three months ended September 30, 2025. The decrease in income tax expense was primarily due to the DOJ's final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. The final order became effective on April 28, 2026.
35
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Revenues, net of Discounts
Revenues, net of discounts for the nine months ended September 30, 2026 were $931,285 thousand, an increase of 8% from $864,166 thousand for the nine months ended September 30, 2025. The increase in revenue was largely due to the launch of adult-use sales in Minnesota which began on September 17, 2025, revenue generated from newly opened and acquired retail stores, and continued growth in existing markets, particularly in Connecticut, Florida, New York, Ohio and Virginia, partially offset by price compression and increased competition in select markets.
Retail revenues made up 69% of total revenues during the nine months ended September 30, 2026 as compared to 70% during the nine months ended September 30, 2025. Consumer Packaged Goods revenues made up 31% of total revenues during the nine months ended September 30, 2026 as compared to 30% during the nine months ended September 30, 2025.
Cost of Goods Sold
Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within our state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the nine months ended September 30, 2026 was $502,978 thousand, an increase of 17% from $430,608 thousand for the nine months ended September 30, 2025. The increase in cost of goods sold was primarily driven by RYM licensing fees of $40,478 thousand, legalization of adult-use sales in Minnesota as described above, continued growth in existing markets, particularly in Connecticut, Florida, New York, Ohio and Virginia, and new and acquired Retail store openings since September 30, 2025.
Gross Profit
Gross profit for the nine months ended September 30, 2026 was $428,307 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 46%. This is compared to gross profit for the nine months ended September 30, 2025 of $433,558 thousand or a 50% gross margin. The decrease in gross profit was primarily attributable to an increase in RYM licensing fees and price compression in select markets.
Total Expenses
Total expenses for the nine months ended September 30, 2026 were $342,517 thousand or 37% of revenues, net of discounts, an increase of $27,615 thousand over the same period in the prior year. Total expenses for the nine months ended September 30, 2025 were $314,902 thousand or 36% of revenues, net of discounts. The increase in total expenses was attributable to overall compensation and benefits of corporate staff and increased costs associated with the opening, acquisition and operation of new Retail stores as described above.
Total Other Income (Expense)
Total other income for the nine months ended September 30, 2026 was $14,706 thousand, an unfavorable change of $1,585 thousand over the same period in the prior year, primarily due to a one-time arbitration settlement of $17,000 thousand and income associated with the Company's related party equity method investment in RYM during the nine months ended September 30, 2025.
Income Before Provision for Income Taxes and Non-Controlling Interest
Income before provision for income taxes and non-controlling interest for the nine months ended September 30, 2026 was $100,496 thousand, a decrease of $34,451 thousand compared to the nine months ended September 30, 2025.
As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $31,550 thousand and $33,929 thousand, and other non-operating expenses of $9,633 thousand and $6,402 thousand for the nine months ended September 30, 2026 and 2025, respectively, Adjusted EBITDA was $226,750 thousand and $248,150 thousand, respectively. In addition, Adjusted EBITDA excluding the licensing fees recorded in conjunction with the Company's licensing agreement with RYM (“Normalized EBITDA”) was $267,228 thousand for the nine months ended September 30, 2026.
36
Provision for Income Taxes
Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the nine months ended September 30, 2026, federal and state income tax expense totaled $88,675 thousand compared to expense of $102,013 thousand for the nine months ended September 30, 2025. In computing its provision for income taxes, the Company took into consideration the DOJ's final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. The change will prospectively reduce a portion of the Company's provision for uncertain tax positions. The final order became effective on April 28, 2026.
Results of Operations by Segment
The following table summarizes revenues, net of discounts by segment for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
|
QTD Change |
|||
|
|
2026 |
|
2025 |
|
$ Change |
% Change |
|
|
(in thousands) |
|
Increase (Decrease) |
|||
Retail |
$ |
224,575 |
$ |
204,056 |
$ |
20,519 |
10% |
Consumer Packaged Goods |
|
189,344 |
|
163,292 |
|
26,052 |
16% |
Intersegment eliminations |
|
(89,507) |
|
(75,979) |
|
13,528 |
18% |
Total revenues, net of discounts |
$ |
324,412 |
$ |
291,369 |
$ |
33,043 |
11% |
|
|
Nine Months Ended September 30, |
|
2026 vs. 2025 |
|||
|
|
2026 |
|
2025 |
|
$ |
% |
|
|
(in thousands) |
|
Increase (Decrease) |
|||
Retail |
$ |
645,210 |
$ |
608,012 |
$ |
37,198 |
6% |
Consumer Packaged Goods |
|
532,539 |
|
503,013 |
|
29,526 |
6% |
Intersegment Eliminations |
|
(246,464) |
|
(246,859) |
|
(395) |
0% |
Total revenues, net of discounts |
$ |
931,285 |
$ |
864,166 |
$ |
67,119 |
8% |
Three Months Ended September 30, 2026 Compared with the Three Months Ended September 30, 2025
Revenues, net of discounts, for the Retail segment were $224,575 thousand, an increase of $20,519 thousand, compared to the three months ended September 30, 2025. The increase in revenue was largely due to the launch of adult-use sales in Minnesota which began on September 17, 2025, revenue generated from newly opened and acquired retail stores, and continued growth in existing markets, particularly in Florida, Maryland and Virginia, partially offset by price compression and increased competition in select markets.
Revenues, net of discounts, for the Consumer Packaged Goods segment were $189,344 thousand, an increase of $26,052 thousand or 16%, compared to the three months ended September 30, 2025. The increase in revenue was largely due to the launch of adult-use sales in Minnesota, which began on September 17, 2025, as well as continued growth in existing markets, particularly in Illinois, New Jersey, New York, Ohio and Pennsylvania, partially offset by price compression and increased competition in select markets.
Intersegment eliminations associated with the Consumer Packaged Goods segment were $89,507 thousand, compared to $75,979 thousand during three months ended September 30, 2025. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 31% of total revenues during the three months ended September 30, 2026 as compared to 30% during the three months ended September 30, 2025.
Due to the vertically integrated nature of the business, the Company reviews its revenue at the Retail and Consumer Packaged Goods level while reviewing its operating results on a consolidated basis.
37
Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025
Revenues, net of discounts for the Retail segment were $645,210 thousand, an increase of $37,198 thousand or 6%, compared to the nine months ended September 30, 2025. The increase in Retail revenues, net of discounts, was primarily due to the launch of adult-use sales in Minnesota which began on September 17, 2025, revenue generated from newly opened and acquired retail stores, and continued growth in existing markets, particularly in Connecticut, Florida and Virginia, partially offset by price compression and increased competition in select markets.
Revenues, net of discounts, for the Consumer Packaged Goods segment were $532,539 thousand, an increase of $29,526 thousand or 6%, compared to the nine months ended September 30, 2025. The increase in Consumer Packaged Goods revenues was primarily driven by the launch of adult-use sales in Minnesota, which began on September 17, 2025, as well as continued growth in existing markets, particularly in Connecticut, Massachusetts, New Jersey, New York, and Ohio, partially offset by price compression and increased competition in select markets.
Intersegment eliminations associated with the Consumer Packaged Goods segment were $246,464 thousand, a decrease of $395 thousand compared to the nine months ended September 30, 2025. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 31% of total revenues during the nine months ended September 30, 2026 as compared to 30% during the nine months ended September 30, 2025.
Due to the vertically integrated nature of the business, the Company reviews its revenue at the Retail and Consumer Packaged Goods level while reviewing its operating results on a consolidated basis.
Drivers of Results of Operations
Revenue
The Company derives its revenue from two revenue streams: a Consumer Packaged Goods business in which it manufactures, sells and distributes a portfolio of Consumer Packaged Goods brands including &Shine, Beboe, Dogwalkers, Dr. Solomon’s, Good Green, incredibles and RYTHM, primarily to third-party customers; and a Retail business in which it sells finished goods sourced primarily from third-party cannabis manufacturers in addition to the Company’s own Consumer Packaged Goods products direct to the end consumer in its Retail stores, as well as direct-to-consumer delivery where permitted by state law.
For the three and nine months ended September 30, 2026, revenue was contributed from Retail and Consumer Packaged Goods sales across California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia.
Gross Profit
Gross profit is revenue less cost of goods sold. Cost of goods sold includes the costs directly attributable to product sales and includes amounts paid for finished goods, such as flower, edibles, and concentrates, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes allocations of rent, utilities and related costs. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes. Gross margin measures our gross profit as a percentage of revenue.
During the three and nine months ended September 30, 2026, the Company continued to focus on creating sustainable, profitable growth of the Company’s business while pursuing expansion. Green Thumb expects to continue its growth strategy for the foreseeable future as the Company expands its Consumer Packaged Goods and Retail footprint within its current markets with acquisitions and partnerships, and scales resources into new markets.
Total Expenses
Total expenses other than cost of goods sold consist of selling costs to support customer relationships and marketing and branding activities. They also include significant investments in the corporate infrastructure required to support the Company’s ongoing business.
Retail selling costs generally correlate with revenue. As new stores begin operations, they generally experience higher selling costs as a percentage of revenue compared to more established stores, which experience a more constant rate of selling costs. As a percentage of sales, the Company expects selling costs to remain constant in the more established stores and decrease in the newer stores as they mature.
38
General and administrative expenses include costs incurred at the Company’s corporate offices, primarily related to back office personnel costs, including salaries, incentive compensation, benefits, stock-based compensation and other professional service costs, and fair value adjustments on the Company’s contingent consideration arrangements. The Company expects to continue to invest considerably in this area, in particular, stock-based compensation expense is expected to continue to increase in order to support the business by attracting and retaining top-tier talent. General and administrative expenses also include professional fees associated with being a publicly traded company in Canada and registered with the SEC.
Provision for Income Taxes
The Company is subject to income taxes in the jurisdictions in which it operates, and consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. The IRS has taken the position that companies that operate in the federally illegal cannabis industry, are subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E, under which taxpayers are only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. On April 23, 2026, the DOJ issued a final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. This change will prospectively reduce a portion of the Company's provision for uncertain tax positions. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates.
Non-GAAP Measures
EBITDA, Adjusted EBITDA and Normalized EBITDA are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
|
(in thousands) |
|
|
(in thousands) |
||||
Net (loss) income before non-controlling interest |
$ |
(6,653) |
$ |
23,801 |
|
$ |
11,821 |
$ |
32,934 |
Interest income |
|
(4,258) |
|
(3,300) |
|
|
(13,159) |
|
(7,333) |
Interest expense, net |
|
5,472 |
|
5,228 |
|
|
16,732 |
|
15,139 |
Provision for income taxes |
|
28,062 |
|
49,122 |
|
|
88,675 |
|
102,013 |
Other expense (income), net |
|
2,466 |
|
(38,110) |
|
|
(18,279) |
|
(24,097) |
Depreciation and amortization |
|
34,188 |
|
30,081 |
|
|
99,777 |
|
89,163 |
Earnings before interest, taxes, depreciation and |
$ |
59,277 |
$ |
66,822 |
|
$ |
185,567 |
$ |
207,819 |
Stock-based compensation, non-cash |
|
10,415 |
|
11,654 |
|
|
31,550 |
|
33,929 |
Acquisition, transaction and other non-operating costs |
|
3,960 |
|
1,687 |
|
|
9,633 |
|
6,402 |
Adjusted EBITDA (non-GAAP measure) |
$ |
73,652 |
$ |
80,163 |
|
$ |
226,750 |
$ |
248,150 |
|
|
|
|
|
|
|
|
|
|
License fee recorded in cost of sales |
|
15,750 |
|
— |
|
|
40,478 |
|
— |
Normalized EBITDA (non-GAAP measure) |
$ |
89,402 |
$ |
80,163 |
|
$ |
267,228 |
$ |
248,150 |
39
Liquidity, Financing Activities During the Period, and Capital Resources
As of September 30, 2026, and December 31, 2025 the Company had total current liabilities of $257,135 thousand and $177,315 thousand, respectively, and cash and cash equivalents of $316,000 thousand and $274,298 thousand, respectively, to meet its current obligations. The Company had working capital of $404,271 thousand as of September 30, 2026, an increase of $4,415 thousand compared to December 31, 2025. This increase in working capital was primarily driven by proceeds received from the increase in the Company's Credit Facility and the reclassification of the August 2025 convertible note receivable from RYM to current assets, partially offset by acquisitions as well as the repurchase of 13,438,787 Subordinate Voting Shares through the Company's share repurchase program.
The Company generates cash from its operations and deploys its capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and long term. Capital reserves are primarily being utilized for capital expenditures, facility improvements, strategic investment opportunities, product development and marketing, as well as customer, supplier, and investor and industry relations.
The Company takes a cautious approach in allocating its capital to maximize its returns while ensuring appropriate liquidity. Given the current uncertainty of the future economic environment, the Company has taken additional measures in monitoring and deploying its capital to minimize the negative impact on its current operations and expansion plans.
Cash Flows
Cash Provided by (Used in) Operating, Investing and Financing Activities
Net cash provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2026 and 2025 were as follows:
|
Nine Months Ended September 30, |
|||
|
|
2026 |
|
2025 |
|
|
(in thousands) |
||
Net cash flows provided by operating activities |
$ |
163,075 |
$ |
204,785 |
Net cash flows used in investing activities |
$ |
(73,745) |
$ |
(111,237) |
Net cash flows used in financing activities |
$ |
(58,612) |
$ |
(29,822) |
Cash Flows from Operating Activities
The Company's net cash flows provided by operating activities for the nine months ended September 30, 2026 of $163,075 thousand decreased by $41,710 thousand from $204,785 thousand for the nine months ended September 30, 2025, primarily due to changes in working capital, partially offset by lower income taxes paid.
Cash Flows from Investing Activities
The Company's net cash flows used in investing activities for the nine months ended September 30, 2026 of $73,745 thousand decreased by $37,492 thousand from $111,237 thousand for the nine months ended September 30, 2025, primarily due to a reduction in acquisition activity and property plant and equipment expenditure in the current period as compared to the prior period.
Cash Flows from Financing Activities
The Company's net cash flows used in financing activities for the nine months ended September 30, 2026 of $58,612 thousand increased by $28,790 thousand from a use of $29,822 thousand for the nine months ended September 30, 2025, primarily due to shares repurchased during the current period, partially offset by proceeds from the issuance of notes payable.
40
Material Commitments
Maturities of notes payable as of September 30, 2026 were as follows:
|
|
Maturities of Notes Payable |
||||
Year Ending December 31, |
|
Credit Facility |
|
Mortgage Notes |
|
Total |
|
|
(in thousands) |
||||
Remainder of 2026 |
$ |
5,000 |
$ |
916 |
$ |
5,916 |
2027 |
|
20,000 |
|
3,826 |
|
23,826 |
2028 |
|
20,000 |
|
14,313 |
|
34,313 |
2029 |
|
133,750 |
|
39,513 |
|
173,263 |
2030 |
|
— |
|
3,165 |
|
3,165 |
2031 and thereafter |
|
— |
|
39,184 |
|
39,184 |
Total maturities of notes payable 1 |
$ |
178,750 |
$ |
100,917 |
$ |
279,667 |
1 Total maturities of notes payable excludes unamortized debt discount of $1,702 thousand associated with the Credit Facility and $644 thousand associated with the mortgage notes.
Off-Balance Sheet Arrangements
As of September 30, 2026, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.
Changes in or Adoption of Accounting Practices
Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Item 1, Notes to Unaudited Interim Condensed Consolidated Financial Statements, Note 1—Overview and Basis of Presentation.
Critical Accounting Policies and Significant Judgments and Estimates
There were no material changes to our critical accounting policies and estimates from the information provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2025 Form 10-K.
41
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our market risk disclosures as set forth in Part II Item 7A of our 2025 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management carried out an evaluation under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the third quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Control Systems
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
42
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. The following reflects the status of previously disclosed matters as of September 30, 2026:
At September 30, 2026 and December 31, 2025, other than as discussed above, there were no pending or threatened lawsuits considered probable or reasonably possible to result in an unfavorable outcome with an exposure expected to merit disclosure. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.
ITEM 1A. RISK FACTORS
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our 2025 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
Subordinate Voting Shares
- During the three months ended September 30, 2026, the Company issued a total of 339 Subordinate Voting Shares as royalty payments.
Multiple Voting Shares
None.
Super Voting Shares
None.
43
Recent Issuer Purchases of Equity Securities
The following table sets forth repurchases of our Subordinate Voting Shares during the nine months ended September 30, 2026:
(Dollars in thousands except per share amounts) |
||||||
Period |
Total Number of Shares Purchased |
|
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Program (1) |
|
Approximate Dollar Value of Shares that may yet be Purchased Under the Program |
January 1, 2026 through January 31, 2026 |
— |
$ |
— |
— |
$ |
39,900 |
February 1, 2026 through February 28, 2026 |
45,000 |
|
6.59 |
45,000 |
|
39,600 |
March 1, 2026 through March 31, 2026 |
6,000,000 |
|
5.50 |
6,000,000 |
|
6,600 |
April 1, 2026 through April 30, 2026 |
7,393,787 |
|
6.00 |
7,393,787 |
|
62,300 |
May 1, 2026 through May 31, 2026 |
— |
|
— |
— |
|
62,300 |
June 1, 2026 through June 30, 2026 |
— |
|
— |
— |
|
62,300 |
July 1, 2026 through July 31, 2026 |
— |
|
— |
— |
|
6,600 |
August 1, 2026 through August 31, 2026 |
— |
|
— |
— |
|
6,600 |
September 1, 2026 through September 30, 2026 |
— |
|
— |
— |
|
50,000 |
|
13,438,787 |
$ |
5.78 |
13,438,787 |
$ |
50,000 |
(1) Effective September 23, 2026, the Company's Board of Directors authorized a new share repurchase program that commenced immediately following the expiration of the Company's previous share repurchase program. The new program authorized the Company to repurchase its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand. Under the previous share repurchase program, during the nine months ended September 30, 2026, the Company repurchased 13,438,787 Subordinate Voting Shares at an average price of $5.78 per share. As of September 30, 2026, the total remaining repurchase ability of the Company was approximately $50,000 thousand.
Separately, on May 12, 2026, the Company entered into a securities purchase agreement with Benjamin Kovler, the Chairman and Chief Executive Officer and Anthony Georgiadis, the President and a Director, to purchase 2,500 Super Voting Shares from each in private transactions. The price per Super Voting Share was determined based on the closing price of $7.80 per underlying Subordinate Voting Shares as traded on the OTCQX Best Market on the date of the transaction.
44
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
Trading Arrangements
45
ITEM 6. EXHIBITS
The following exhibits are filed with this report:
3.1* |
Green Thumb Industries Inc. Amended and Restated Articles |
|
|
31.1 |
CERTIFICATE OF CHIEF EXECUTIVE OFFICER |
|
|
|
|
31.2 |
CERTIFICATE OF CHIEF FINANCIAL OFFICER |
|
|
32.1 |
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
|
|
32.2 |
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
|
|
101.Ins |
Inline XBRL Instance Document |
|
|
101.Scs |
Inline XBRL Taxonomy Extension Schema Document |
|
|
101.Cal |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
101.Def |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
101.Lab |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
101.Pre |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
104 |
Cover Page Interactive Data File (embedded with Inline XBRL File) |
*Incorporated by Reference to our Current Report on Form 8-K dated July 9, 2026, filed on July 15, 2026.
46
SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
GREEN THUMB INDUSTRIES INC. |
|
/s/Benjamin Kovler
|
By: Benjamin Kovler |
Title: Chief Executive Officer |
Date: November 4, 2026
|
GREEN THUMB INDUSTRIES INC. |
|
/s/Mathew Faulkner
|
By: Mathew Faulkner |
Title: Chief Financial Officer |
Date: November 4, 2026
47