How large are Green Thumb Industries’ notes and warrants related to RYTHM (GTBIF)?

RSLGH, a Green Thumb subsidiary, holds secured convertible notes with $72.0 million original principal and pre-funded warrants to purchase 9,731,638 RYTHM common shares, all of which are subject to the amended terms described.

Green Thumb to Consolidate RYTHM After Amendments

Q: 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.

Q: 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.

Q: 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.

Green Thumb Industries Inc., through subsidiaries RSLGH, LLC and Vision Management Services, LLC, entered into an amendment with RYTHM, Inc. on August 10, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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.

How Sentiment works How the balance works

Form Type

8-K

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.

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, or 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.

Amended and Restated Shared Services Agreement financial

"the Amended and Restated Shared Services Agreement originally entered into between the RYM and VMS"

consolidate financial

"the Company will be required to consolidate RYM in the Company's financial statements"

FAQ

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

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.

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

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Available on EDGAR 08/11/2026 - 07:01 AM Accepted by SEC EDGAR 08/11/2026 - 07:00 AM

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): August 10, 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 1.01. Entry Into a Material Definitive Agreement.

On August 10, 2026, RSLGH, LLC (“RSLGH”) and Vision Management Services, LLC (“VMS”), subsidiaries of Green Thumb Industries Inc. (the “Company”) entered into an amendment agreement (the “Amendment”) with RYTHM, Inc. (“RYM”). The Amendment was entered into following RYM’s special meeting of stockholders held earlier that day and, among other things, permitted the Amendment. Benjamin Kovler, the Company’s Chairman and Chief Executive Officer, also serves as RYM’s Chairman and Interim Chief Executive Officer.

The Amendment, upon its effective date, will amend the terms of (i) outstanding pre-funded warrants (the “Warrants”) to purchase an aggregate of up to 9,731,638 shares of RYMs common stock, par value $0.001 per share held by RSLGH, (ii) outstanding secured convertible notes held by RSLGH with an aggregate original principal amount of $72.0 million (the “Notes”), and (iii) the Amended and Restated Shared Services Agreement originally entered into between the RYM and VMS on May 20, 2025 (the “Services Agreement”). Pursuant to the Amendment, the Notes, the Warrants and the Services Agreement will be amended to remove all beneficial ownership limitations with respect to the conversion of the Notes, the exercise of the Warrants, and the exercise of certain pre-funded warrants that may be issued in the future pursuant to conversion of the Notes or under the Services Agreement. The effective date of the Amendment is October 10, 2026.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to a copy of the Amendment, which is filed as Exhibit 10.1 hereto.

Item 8.01. Other Events.

As a result of the removal of the 49.99% beneficial ownership limitation described in Item 1.01, the Company will be required to consolidate RYM in the Company's financial statements beginning October 10, 2026 (the "Consolidation Date"), in accordance with applicable accounting standards. The Company does not currently intend to exercise any of the Securities prior to the Consolidation Date or thereafter, and the consolidation will occur solely by operation of the terms of the Amendments.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		Amendment to Secured Convertible Notes, Pre-Funded Common Stock Purchase Warrants, and Amended and Restated Shared Services Agreement effective October 10, 2026, among RYTHM, Inc., RSLGH, LLC and Vision Management Services, LLC
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: August 11, 2026						Bret Kravitz General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 66.6 KB