Green Thumb CEO receives new share and option awards

Green Thumb Industries Chairman and CEO Benjamin Kovler received new equity awards.

Rhea-AI Filing Summary

Green Thumb Industries Chairman and CEO Benjamin Kovler received new equity awards. He was granted 27,631 Employee Stock Options 2026 with an exercise price of $6.54 per share, each option for one Subordinate Voting Share, vesting in one-third increments annually over three years beginning on the first anniversary of the April 1, 2026 grant date.

He also received 48,165 Subordinate Voting Shares as a direct grant, and 3,733 Subordinate Voting Shares were disposed of at $6.38 per share to cover tax obligations. After these transactions, he directly holds 726,461 Subordinate Voting Shares, plus additional indirect holdings in Subordinate Voting Shares and Super Voting Shares through KP Capital, LLC, Outsiders Capital LLC, and BK 2021 Descendant Trust.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Kovler Benjamin

Role CHAIRMAN & CEO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Options 2026	27,631	$0.00	$0.00
Grant/Award	Subordinate Voting Shares	48,165	$0.00	$0.00
Exercise Price or Tax Liability	Subordinate Voting Shares	3,733	$6.38	$24K
holding	Subordinate Voting Shares	--	--	--
holding	Subordinate Voting Shares	--	--	--
holding	Super Voting Shares	--	--	--
holding	Super Voting Shares	--	--	--
holding	Super Voting Shares	--	--	--

Holdings After Transaction: Employee Stock Options 2026 — 27,631 contracts (Direct); Subordinate Voting Shares — 726,461 shares (Direct); Subordinate Voting Shares — 66 shares (Indirect, KP Capital, LLC); Subordinate Voting Shares — 158,130 shares (Indirect, By Outsiders Capital LLC); Super Voting Shares — 55,112 shares (Direct); Super Voting Shares — 80,642 shares (Indirect, By Outsiders Capital LLC); Super Voting Shares — 5,000 shares (Indirect, By BK 2021 Descendant Trust)

Footnotes (1)

1. F1. This award of stock options was made on April 1, 2026 and vests in one-third increments annually over a three-year period beginning on the first anniversary of the grant date.

Key Figures

Option grant size: 27,631 options Option exercise price: $6.54 per share Option expiration: 2033-04-01 +5 more

8 metrics

Option grant size 27,631 options Employee Stock Options 2026 granted on April 1, 2026

Option exercise price $6.54 per share Exercise price for Employee Stock Options 2026

Option expiration 2033-04-01 Expiration date of Employee Stock Options 2026

Share grant size 48,165 shares Subordinate Voting Shares granted directly on April 1, 2026

Tax-withheld shares 3,733 shares Subordinate Voting Shares withheld for taxes at $6.38 per share

Direct Subordinate Voting Shares 726,461 shares Direct Subordinate Voting Share holdings after transactions

Direct Super Voting Shares 55,112 shares Direct Super Voting Share holdings as of April 1, 2026

Indirect Subordinate Voting Shares (Outsiders Capital LLC) 158,130 shares Indirect Subordinate Voting Shares held via Outsiders Capital LLC

Key Terms

Employee Stock Options 2026, Subordinate Voting Shares, Super Voting Shares, tax-withholding disposition, +1 more

5 terms

Employee Stock Options 2026 financial

"This award of stock options was made on April 1, 2026 and vests"

Subordinate Voting Shares financial

"underlying_security_title": "Subordinate Voting Shares""

Subordinate voting shares are a type of company stock that typically carry fewer voting rights than regular shares, meaning holders have less influence over company decisions. They are often used to raise capital while allowing founders or main shareholders to retain control. For investors, understanding the difference helps assess their level of influence in company decisions and the potential risks or benefits of holding different types of shares.

Super Voting Shares financial

""security_title": "Super Voting Shares""

Super voting shares are a class of company stock that gives holders more voting power per share than ordinary shares, like owning a few seats on a board while others have one each. Investors should care because these shares let a small group control major decisions—strategy, board appointments, mergers—regardless of their economic stake, which can protect long-term plans but also limit influence for ordinary shareholders.

tax-withholding disposition financial

""transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant/award acquisition financial

""transaction_action": "grant/award acquisition""

FAQ

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

What insider transactions did GTBIF CEO Benjamin Kovler report on April 1, 2026?

Benjamin Kovler reported equity compensation activity, not open-market trades. He received 27,631 stock options at a $6.54 exercise price and 48,165 Subordinate Voting Shares, with 3,733 shares withheld at $6.38 per share to satisfy tax obligations tied to the awards.

How many stock options did GTBIF grant to CEO Benjamin Kovler and on what terms?

Kovler was granted 27,631 Employee Stock Options 2026, each for one Subordinate Voting Share, at an exercise price of $6.54 per share. The options vest in one-third increments annually over three years, beginning on the first anniversary of the April 1, 2026 grant date.

How many GTBIF Subordinate Voting Shares were granted directly to Benjamin Kovler?

He received 48,165 Subordinate Voting Shares as a direct grant with a reported price of $0.00 per share, reflecting equity compensation rather than a market purchase. These shares increased his direct Subordinate Voting Share holdings to 726,461 after related tax withholding.

What does the Form 4 show about tax withholding on Benjamin Kovler’s GTBIF awards?

The filing shows a tax-withholding disposition of 3,733 Subordinate Voting Shares at $6.38 per share. This F-code transaction represents shares withheld to pay tax obligations associated with the equity awards, not an open-market sale or discretionary share sale by the CEO.

What are Benjamin Kovler’s GTBIF share holdings after these transactions?

After the reported transactions, Kovler directly holds 726,461 Subordinate Voting Shares. Additional indirect holdings include 66 Subordinate Voting Shares through KP Capital, LLC and 158,130 Subordinate Voting Shares through Outsiders Capital LLC, plus direct and indirect Super Voting Shares listed in the filing.

How are GTBIF Super Voting Shares associated with Benjamin Kovler reported?

The Form 4 shows 55,112 Super Voting Shares held directly by Kovler, 80,642 Super Voting Shares held indirectly through Outsiders Capital LLC, and 5,000 Super Voting Shares held indirectly through BK 2021 Descendant Trust, all as holding entries without new buy or sell transactions on the report date.

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

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Accepted by SEC EDGAR 04/03/2026 - 04:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kovler Benjamin

(Last) (First) (Middle)

325 WEST HURON STREET

SUITE 700

(Street)

CHICAGO ILLINOIS 60654

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Green Thumb Industries Inc. [ GTII/GTBIF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Subordinate Voting Shares	04/01/2026		A		48,165	A	$0	730,194	D
Subordinate Voting Shares	04/01/2026		F		3,733	D	$6.38	726,461	D
Subordinate Voting Shares								66	I	KP Capital, LLC
Subordinate Voting Shares								158,130	I	By Outsiders Capital LLC
Super Voting Shares								55,112	D
Super Voting Shares								80,642	I	By Outsiders Capital LLC
Super Voting Shares								5,000	I	By BK 2021 Descendant Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options 2026	$6.54	04/01/2026		A		27,631		04/01/2027(1)	04/01/2033	Subordinate Voting Shares	27,631	$0	27,631	D

Explanation of Responses:

1. This award of stock options was made on April 1, 2026 and vests in one-third increments annually over a three-year period beginning on the first anniversary of the grant date.

	/s/ Kathryn A. Lloyd, Attorney-in-Fact	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)