Green Thumb adds $50M in new term loans

Green Thumb Industries Inc. announced that its subsidiary GTI23, Inc. entered into Amendment No. 1 to its existing credit agreement with Valley National Bank and other lenders.

Rhea-AI Filing Summary

Green Thumb Industries Inc. announced that its subsidiary GTI23, Inc. entered into Amendment No. 1 to its existing credit agreement with Valley National Bank and other lenders. Under this amendment, the subsidiary incurred an additional $50 million of term loans that rank equally with its existing term loans and share the same terms, except as otherwise specified in the credit agreement.

The company plans to use the net proceeds to cover costs and fees related to the amendment and to fund potential strategic investments and working capital needs. A copy of the amendment is filed as an exhibit, and the company also issued a press release describing the financing update.

Insights

Credit and Capital Structure Analyst

Green Thumb adds $50M in pari passu term debt.

Green Thumb Industries Inc., via subsidiary GTI23, Inc., has amended its existing credit agreement to take on an additional $50 million of term loans. These new loans rank pari passu with, and follow identical terms to, the existing Closing Date Term Loans, according to the amendment.

The proceeds are earmarked for transaction-related costs, potential strategic investments, and general working capital. This indicates a mix of growth-oriented and operational uses rather than a single distressed or refinancing purpose, based solely on the described intent.

The amendment is dated February 19, 2026, and the original credit agreement dates to September 11, 2024. Subsequent company filings and the attached press release may provide additional detail on leverage levels, covenants, and how these obligations interact with broader financing plans.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing action did Green Thumb Industries Inc. (GTBIF) take in this 8-K?

Green Thumb’s subsidiary GTI23, Inc. entered an amendment to its existing credit agreement, incurring an additional $50 million of term loans. These new loans share the same terms and ranking as its existing term loans, expanding the company’s available debt financing capacity.

How will Green Thumb Industries Inc. (GTBIF) use the additional $50 million term loans?

The company plans to use the $50 million in additional term loan proceeds to pay costs, expenses, and fees related to the credit agreement amendment and to fund potential strategic investments as well as other working capital needs across its business operations.

What are the key terms of the new Green Thumb Industries (GTBIF) term loans?

The additional $50 million term loans rank pari passu with the existing Closing Date Term Loans under the credit agreement. The filing states their terms are in all respects identical to the existing loans, except where expressly modified in the credit agreement documentation.

When was the Green Thumb Industries (GTBIF) credit agreement amendment executed?

The amendment to the credit agreement was executed on February 19, 2026. It modifies the original credit agreement dated September 11, 2024, and formally documents the company’s decision to incur an additional $50 million in pari passu term loan financing.

Which parties are involved in Green Thumb Industries’ (GTBIF) amended credit agreement?

The amended credit agreement involves GTI23, Inc. as borrower, certain Green Thumb subsidiaries as guarantors, lenders party to the agreement, and Valley National Bank, a national banking association, acting as agent for those lenders under the updated term loan facility.

Did Green Thumb Industries (GTBIF) issue a press release about the new $50 million term loans?

Yes. On February 20, 2026, Green Thumb issued a press release announcing the amendment and additional term loans. This press release is furnished as Exhibit 99.1 to the report and is not deemed filed for liability purposes under Section 18 of the Exchange Act.

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

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Accepted by SEC EDGAR 02/20/2026 - 07:05 AM Learn about SEC filing dates

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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): February 19, 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

N/A

(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 1.01 Entry into a Material Definitive Agreement.

On February 19, 2026, GTI23, Inc. (the “Borrower”), a Delaware corporation and a subsidiary of Green Thumb Industries Inc., a British Columbia corporation (the “Company”) entered into Amendment No. 1 to Credit Agreement (the “Amendment”) with respect to the existing Credit Agreement, dated September 11, 2024 (as amended, the “Credit Agreement”), by and among the Borrower, certain other subsidiaries of the Company as guarantors, the lenders party thereto, and Valley National Bank, a national banking association, in its capacity as agent for the lenders.

Pursuant to the Amendment, the Borrower incurred an additional $50 million of term loans (the “Additional Term Loans”). The Additional Term Loans rank pari passu with, and the terms applicable to the Additional Term Loans are in all respects identical to those applicable to, the existing Closing Date Term Loans (as defined in the Credit Agreement), except to the extent expressly set forth in the Credit Agreement. The Borrower intends to use the net proceeds of the Additional Term Loans to pay costs, expenses and fees in connection with the Amendment and to fund potential strategic investments and other working capital needs of the business.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Report is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On February 20, 2026, the Company issued a press release announcing the Amendment, a copy of which is attached as Exhibit 99.1 to this Report.

The information set forth in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1†	Amendment No. 1 to Credit Agreement, dated February 19, 2026, by and among Valley National Bank, as agent, the lenders party hereto, and GTI23, Inc., as borrower
99.1	Press release, dated February 20, 2026
†	* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

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.
Date:	February 19, 2026	By:	/s/ Benjamin Kovler
			Benjamin Kovler Chief Executive Officer

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.4 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB