Green Thumb Industries (GTBIF) to consolidate RYTHM after $72M notes, warrant changes
Rhea-AI Filing Summary
Green Thumb Industries Inc., through subsidiaries RSLGH, LLC and Vision Management Services, LLC, entered into an amendment with RYTHM, Inc. on August 10, 2026. The amendment revises secured convertible notes with $72.0 million principal, pre-funded warrants to purchase 9,731,638 RYTHM common shares, and a shared services agreement.
The changes remove the prior 49.99% beneficial ownership limitation on conversions and exercises, effective October 10, 2026. As a result, Green Thumb states it will be required to consolidate RYTHM in its financial statements from that date, and indicates it does not currently intend to exercise these securities before or after consolidation.
Positive
- None.
Negative
- None.
Filing Explained
The amendment also removes beneficial-ownership limits for pre-funded warrants that may later be issued upon note conversion or under the services agreement; those warrants are potential securities, not reported issuances or exercises.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 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 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Pre-funded warrants: 9,731,638 shares
Secured convertible notes principal: $72.0 million
Beneficial ownership cap removed: 49.99%
+2 more
5 metrics
Pre-funded warrants
9,731,638 shares
Aggregate RYTHM common shares purchasable under outstanding pre-funded warrants held by RSLGH
Secured convertible notes principal
$72.0 million
Aggregate original principal amount of notes held by RSLGH
Beneficial ownership cap removed
49.99%
Prior beneficial ownership limitation on conversions and exercises removed by the amendment
Amendment date
August 10, 2026
Date RSLGH and VMS entered into the amendment with RYTHM, Inc.
Consolidation effective date
October 10, 2026
Date from which Green Thumb will consolidate RYTHM in its financial statements
Key Terms
secured convertible notes, pre-funded warrants, beneficial ownership limitations, Amended and Restated Shared Services Agreement, +1 more
5 terms
secured convertible notes financial
"outstanding secured convertible notes held by RSLGH with an aggregate original principal amount"
A secured convertible note is a loan a company takes that is backed by specific assets (like equipment or accounts) and can later be turned into company shares instead of being repaid in cash. Think of it as a mortgage-style IOU that includes an option to swap the debt for ownership; the security gives lenders priority if the company fails, while the conversion feature can dilute existing shareholders but may help the company raise funds more cheaply than straight equity.
pre-funded warrants financial
"outstanding pre-funded warrants to purchase an aggregate of up to 9,731,638 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership limitations financial
"will be amended to remove all beneficial ownership limitations with respect to the conversion"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
consolidate financial
"the Company will be required to consolidate RYM in the Company's financial statements"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What agreement did Green Thumb Industries (GTBIF) amend with RYTHM, Inc.?
Green Thumb’s subsidiaries amended secured convertible notes, pre-funded warrants, and an Amended and Restated Shared Services Agreement with RYTHM, Inc., changing key terms governing conversions, warrant exercises, and future pre-funded warrants.
What ownership cap was removed in Green Thumb Industries’ (GTBIF) amendment?
The amendment removes a 49.99% beneficial ownership limitation that previously applied to conversions of the notes, exercises of pre-funded warrants, and certain future pre-funded warrants issued under the notes or services agreement.
When will Green Thumb Industries (GTBIF) consolidate RYTHM in its financial statements?
Green Thumb states it will be required to consolidate RYTHM beginning October 10, 2026, the effective date of the amendment, in accordance with applicable accounting standards, due to removal of the beneficial ownership limitation.
Does Green Thumb Industries (GTBIF) plan to exercise its RYTHM securities after the amendment?
Green Thumb states it does not currently intend to exercise any of the notes or warrants before or after the October 10, 2026 consolidation date; consolidation is described as occurring by operation of the amended terms.