Green Thumb (OTC: GTBIF) lifts quorum to 33 1/3% of shares

Rhea-AI Filing Summary

Green Thumb Industries Inc. approved an amendment to its Amended and Restated Articles on July 9, 2026 to change the shareholder meeting quorum requirement. The threshold rises from shareholders holding at least 5% of issued voting shares to at least 33 1/3% of issued voting shares.

This change means a larger portion of shares must be represented for shareholder meetings to conduct business. The updated Amended and Restated Articles are provided as an exhibit to the company’s current report.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New shareholder quorum: 33 1/3% of the issued shares entitled to vote Prior shareholder quorum: 5% of the issued shares entitled to be voted Board approval date: July 9, 2026 +1 more

4 metrics

New shareholder quorum 33 1/3% of the issued shares entitled to vote Quorum requirement for meetings of shareholders after the amendment approved on July 9, 2026

Prior shareholder quorum 5% of the issued shares entitled to be voted Previous quorum threshold for meetings of shareholders before the amendment

Board approval date July 9, 2026 Date the board of directors approved the amendment to the Amended and Restated Articles

Amended Articles exhibit 3.1 Exhibit number for Green Thumb Industries Inc. Amended and Restated Articles

Key Terms

quorum requirement, Amended and Restated Articles, issued shares entitled to vote

3 terms

quorum requirement regulatory

"approved the amendment ... to increase the quorum requirement for meetings of shareholders"

Amended and Restated Articles regulatory

"approved the amendment of the Company’s existing Amended and Restated Articles to increase the quorum"

issued shares entitled to vote financial

"from at least 5% of the issued shares entitled to be voted to at least 33 1/3% of the issued shares entitled to vote"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/15/2026 - 07:00 AM Accepted by SEC EDGAR 07/15/2026 - 07:00 AM Learn about SEC filing dates

FAQ

What governance change did Green Thumb Industries Inc. (GTBIF) disclose?

Green Thumb Industries Inc. raised the shareholder meeting quorum requirement in its Amended and Restated Articles. The company now requires a higher percentage of issued voting shares to be represented before shareholder meetings can conduct business.

How did Green Thumb Industries Inc. (GTBIF) change its shareholder quorum level?

The quorum for shareholder meetings increased from at least 5% of issued voting shares to at least 33 1/3%. This revision applies to all meetings of shareholders under the company’s Amended and Restated Articles.

When did Green Thumb Industries Inc. (GTBIF) approve the quorum amendment?

The board of directors approved the quorum amendment on July 9, 2026. That decision authorized changes to the Amended and Restated Articles governing how many shares must be represented to hold shareholder meetings.

Which document reflects the new quorum rules for GTBIF shareholders?

The new quorum rules are reflected in Green Thumb Industries Inc.’s Amended and Restated Articles, filed as Exhibit 3.1. This exhibit sets out the updated requirement for shareholder representation at meetings.

What does the new 33 1/3% quorum mean for GTBIF shareholder meetings?

The 33 1/3% quorum means at least one-third of issued voting shares must be represented for shareholder meetings to conduct business. Previously, meetings could proceed with representation from only 5% of issued voting shares.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 09, 2026

GREEN THUMB INDUSTRIES INC.

(Exact name of Registrant as Specified in Its Charter)

British Columbia			000-56132	98-1437430
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
325 West Huron Street Suite 700
Chicago, Illinois				60654
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 312 471-6720

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On July 9, 2026, the Board of Directors of Green Thumb Industries Inc. (the “Company”) approved the amendment of the Company’s existing Amended and Restated Articles to increase the quorum requirement for meetings of shareholders from one or more shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted to at least 33 1/3% of the issued shares entitled to vote. A copy of the Company’s current Amended and Restated Articles is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Green Thumb Industries Inc. Amended and Restated Articles
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

						GREEN THUMB INDUSTRIES INC.
						/s/ Bret Kravitz
Date: July 15, 2026						Bret Kravitz General Counsel and Secretary

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 746.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.3 KB