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Green Thumb Industries (GTBIF) CEO-level insider reports sale of super voting shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Green Thumb Industries Inc. reported an insider transaction by a person who is a director, 10% owner, and serves as Chairman & CEO. On 12/28/2025, this reporting person sold 2,500 Super Voting Shares, coded as a sale, at a reported price of $798.8 per share, with a note that this price was determined based on a price of $7.988 per underlying Subordinate Voting Share.

After the transaction, the reporting person beneficially owned 55,112 Super Voting Shares directly and 80,642 Super Voting Shares indirectly through Outsiders Capital LLC, plus 5,000 Super Voting Shares indirectly through BK 2021 Descendant Trust. They also held 692,521 Subordinate Voting Shares directly, and indirectly held 158,130 Subordinate Voting Shares via Outsiders Capital LLC and 66 Subordinate Voting Shares via KP Capital, LLC.

Positive

  • None.

Negative

  • None.
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 IL 60654

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Super Voting Shares 12/28/2025 S 2,500 D $798.8(1) 55,112 D
Super Voting Shares 80,642 I By Outsiders Capital LLC
Super Voting Shares 5,000 I By BK 2021 Descendant Trust
Subordinate Voting Shares 692,521 D
Subordinate Voting Shares 158,130 I By Outsiders Capital LLC
Subordinate Voting Shares 66 I KP Capital, LLC
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
Explanation of Responses:
1. The price per Super Voting Share was determined based on a price of $7.988 per underlying Subordinate Voting Share.
/s/ Kathryn A. Lloyd, Attorney-in-Fact 12/30/2025
** 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.

FAQ

What insider transaction did Green Thumb Industries Inc. (GTBIF) disclose?

The company disclosed that a reporting person who is a director, 10% owner, and Chairman & CEO sold 2,500 Super Voting Shares of Green Thumb Industries Inc. on 12/28/2025, reported as a sale transaction.

At what price were the Green Thumb Industries (GTBIF) Super Voting Shares sold?

The reported price per Super Voting Share was $798.8, with an explanatory note stating that this price was determined based on a price of $7.988 per underlying Subordinate Voting Share.

How many Green Thumb Industries (GTBIF) Super Voting Shares does the insider own after the transaction?

Following the transaction, the reporting person beneficially owned 55,112 Super Voting Shares directly, 80,642 Super Voting Shares indirectly through Outsiders Capital LLC, and 5,000 Super Voting Shares indirectly through BK 2021 Descendant Trust.

How many Subordinate Voting Shares of Green Thumb Industries (GTBIF) does the insider hold after the sale?

After the reported sale, the insider held 692,521 Subordinate Voting Shares directly, 158,130 Subordinate Voting Shares indirectly through Outsiders Capital LLC, and 66 Subordinate Voting Shares indirectly through KP Capital, LLC.

What is the relationship of the reporting person to Green Thumb Industries Inc. (GTBIF)?

The reporting person is a Director, a 10% Owner, and an Officer of Green Thumb Industries Inc., serving as Chairman & CEO.

Was the Green Thumb Industries (GTBIF) insider transaction filed by one or multiple reporting persons?

The disclosure states that the Form 4 was filed by one reporting person, not by multiple reporting persons.

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