Green Thumb (OTCQX: GTBIF) sets $70M fixed annual RYTHM brand fees
Rhea-AI Filing Summary
Green Thumb Industries Inc. amended its brand licensing agreements with RYTHM, Inc. subsidiaries, shifting from sales-based royalties to fixed annual cash fees. Effective April 1, 2026, GTI Core will pay $64.0 million per year for several RYTHM consumer brands and $6.0 million per year for the incredibles brand, both in monthly installments.
These fees are subject to annual Consumer Price Index-based increases, capped at a 10% year-over-year rise under the described license amendments. Green Thumb indirectly owns about 33% of RYTHM’s common stock, making the arrangements related-party transactions. The amendments follow discussions with Nasdaq staff to support RYTHM’s listing standard compliance regarding revenue from the U.S. cannabis industry.
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Insights
Green Thumb locks in $70M yearly brand fees with related-party RYTHM.
Green Thumb’s GTI Core unit is replacing variable, sales-based royalties with fixed annual cash fees totaling $70 million for RYTHM-branded products and incredibles. This makes brand access more predictable but increases recurring fixed costs tied to licensed intellectual property.
The amendments are notable related-party transactions because Green Thumb indirectly owns about 33% of RYTHM and shares leadership via Benjamin Kovler. They were executed after discussions with Nasdaq staff to support RYTHM’s compliance with Nasdaq Capital Market rules on cannabis-related revenue.
Annual fee escalators are linked to Consumer Price Index changes with a maximum 10% year-over-year increase under the license amendments. Actual financial impact on Green Thumb depends on future brand performance relative to the fixed fee levels, which will become clearer in subsequent financial reporting.
8-K Event Classification
Key Figures
Key Terms
Trademark and Recipe License Agreement financial
Consumer Price Index financial
MI 61-101 regulatory
Nasdaq Capital Market listing standards regulatory
FAQ
What licensing changes did Green Thumb Industries (GTBIF) announce with RYTHM?
How large are the new annual license fees Green Thumb will pay RYTHM subsidiaries?
When do Green Thumb’s amended RYTHM brand license agreements take effect?
How will Green Thumb’s new license fees escalate over time?
How do the RYTHM license amendments relate to Nasdaq listing standards?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
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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.
Amendment to License Agreement
On August 27, 2025, GTI Core, LLC (“GTI Core”), an indirect wholly-owned subsidiary of the Green Thumb Industries Inc. (the “Company”) entered into a Trademark and Recipe License Agreement (the “License Agreement”) with VCP IP Holdings, LLC (“VCP”), a wholly-owned subsidiary of RYTHM, Inc. (“RYM”). The Company is an indirect owner of approximately 33% of the outstanding shares of common stock of RYM, and Benjamin Kovler, the Company’s Chairman and Chief Executive Officer, also serves as the Chairman and Interim Chief Executive Officer of RYM. Under the License Agreement, VCP granted to GTI Core a license to use certain intellectual property related to the certain of RYM’s consumer packaged goods brands, including RYTHM, Beboe, Dogwalkers, Doctor Solomon’s, &Shine, and Good Green, in connection with the Company’s existing cannabis business. The consideration payable by GTI Core for the license rights consisted of a monthly license fee, payable in cash, based on sales of products using the licensed intellectual property.
On March 31, 2026, GTI Core and VCP entered into an amendment to the License Agreement (the “License Agreement Amendment”). Pursuant to the License Agreement Amendment, commencing on April 1, 2026, the consideration payable by GTI Core for the license rights will consist of an annual cash fee of $64.0 million payable in monthly installments. The annual fee will be increased on January 1 of each year during the term of the License Agreement, subject to an annual increase based on published consumer price index changes, subject to a maximum year-over-year increase of 10%. The License Agreement Amendment was executed following discussions between RYM and the Nasdaq staff in order to ensure RYM’s compliance with Nasdaq Capital Market listing standards regarding revenue derived from the federally illegal cannabis industry.
The foregoing summary of the License Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the License Agreement Amendment, which is filed as Exhibit 10.1 hereto, and which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On April 1, 2026, the Company issued a press release announcing the entry into the License Agreement Amendment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 8.01 Other Events.
Also on March 31, 2026, GTI Core and MC Brands LLC (“MC Brands”), a wholly-owned subsidiary of RYM, entered into an amendment (the “May 2025 License Agreement Amendment”) to the Amended and Restated Trademark and Recipe License Agreement, as amended and restated on August 27, 2025, pursuant to which MC Brands granted to GTI Core an exclusive license to use certain intellectual property related to the incredibles brand in connection with the Company’s existing cannabis business. Consistent with the License Agreement Amendment described above, this amendment changed the consideration payable by GTI Core from a monthly license fee, payable in cash, based on sales of products using the licensed intellectual property, to an annual cash fee of $6.0 million payable in monthly installments, subject to an annual increase based on published consumer price index changes, subject to a maximum year-over-year increase of 10%.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Description |
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10.1 |
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Amendment to Trademark and Recipe License Agreement, dated March 31, 2026, by and between VCP IP Holdings, LLC and GTI Core, LLC |
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99.1* |
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Press Release of Green Thumb Industries Inc. dated April 1, 2026 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Furnished but not filed. |
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.
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GREEN THUMB INDUSTRIES INC. |
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Date: |
April 1, 2026 |
By: |
/s/ Anthony Georgiadis |
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Anthony Georgiadis |
Green Thumb Industries Announces Amendment to Brand Transactions with RYTHM, Inc.
CHICAGO and VANCOUVER, British Columbia, April 1, 2026 (GLOBE NEWSWIRE) – Green Thumb Industries Inc. (“Green Thumb” or the “Company”) (CSE: GTII) (OTCQX: GTBIF), a leading national cannabis consumer packaged goods company and owner of RISE Dispensaries, today announced amendments to its brand licensing agreements with wholly-owned subsidiaries of RYTHM, Inc. (“RYTHM” or “RYM”) (Nasdaq: RYM).
Effective April 1, 2026, GTI Core, LLC ("GTI Core"), an indirect wholly-owned subsidiary of the Company, has amended its existing Trademark and Recipe License Agreements with VCP IP Holdings, LLC and MC Brands LLC, both wholly-owned subsidiaries of RYTHM. Under the amended agreements, licensing fees transition from revenue-based fees to recurring fixed fees of $70 million cash per year collectively for the license rights to RYTHM Premium Cannabis, incredibles, Beboe, Dogwalkers, Doctor Solomon's, &Shine, and Good Green. Fees are payable in monthly installments and subject to an annual increase equal to two times a Consumer Price Index-based escalator. No other terms were changed.
“As a significant shareholder in RYTHM, Green Thumb shareholders are positioned to benefit from RYTHM’s long-term growth and value creation,” said Founder, Chairman and Chief Executive Officer Ben Kovler. “Green Thumb has grown and scaled these brands for more than a decade, and we remain as committed as ever to expanding their reach.”
About Green Thumb Industries
Green Thumb Industries Inc. (“Green Thumb” or the “Company”) is a leading national cannabis consumer packaged goods company and retailer headquartered in Chicago, Illinois. The company manufactures and distributes a portfolio of branded cannabis products, some of which are licensed, including RYTHM, Dogwalkers, incredibles, Beboe, &Shine, Doctor Solomon’s and Good Green. Green Thumb also owns and operates RISE Dispensaries, a rapidly growing national retail chain with over 100 locations. Green Thumb serves millions of patients and customers each year with a mission to promote well-being through the power of cannabis while giving back to the communities it serves. Established in 2014, Green Thumb has manufacturing facilities and retail stores across 14 U.S. markets, employing approximately 5,000 people. More information is available at www.gtigrows.com.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which may constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect,” or similar expressions and include information regarding the potential conversion of the Notes and the Pre-Funded Warrants. Forward-looking information used in this press release includes statements relating to the fulfillment of future obligations under the various agreements disclosed herein. The forward-looking information in this news release is based upon the expectations of future events which management believes to be reasonable. Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, Green Thumb does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. The forward-looking information in this news release is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. When considering these forward-looking statements, readers should keep in mind the risk factors and other cautionary statements in Green Thumb’s public filings with the applicable securities regulatory authorities, including with the U.S. Securities and Exchange Commission on its website at www.sec.gov and with Canada’s SEDAR+ at www.sedarplus.ca, as well as on Green Thumb’s website at https://investors.gtigrows.com, including in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K.
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.
Related Party Disclosure
The Company is a related party of RYTHM by virtue of its indirect ownership of RYTHM. Pursuant to Canadian Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the transaction contemplated by the Purchase Agreement is a “related party transaction”. The Company is exempt from certain requirements of MI 61-101 in connection with the Purchase Agreement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the aggregate value of the transaction does not exceed
Green Thumb Industries Inc.
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25% of the market capitalization of the Company. Further details will be included in the Company’s material change report to be filed with the applicable Canadian securities regulatory authorities within the prescribed time. Such material change report will not be filed more than 21 days prior to closing of the transaction contemplated by the Purchase Agreement due to the timing of the announcement and closing occurring in less than 21 days.
Investor Contacts:
Andy Grossman
EVP, Capital Markets & Investor Relations
InvestorRelations@gtigrows.com
310-622-8257
Media Contact:
GTI Communications
media@gtigrows.com
Source: Green Thumb Industries Inc.