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Green Thumb affiliate reports 141,343 RYTHM pre-funded warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Green Thumb Industries’ indirect subsidiary RSLGH, LLC reported acquiring 141,343 pre-funded warrants of RYTHM, Inc. (RYM) on a Form 4. The warrants carry a $0.001 exercise price and were issued as payment under the Amended and Restated Shared Services Agreement. The share count was calculated using $26.68 per warrant-equivalent. The warrants are subject to a 49.99% beneficial ownership limitation, and exercise is subject to stockholder approval under applicable Nasdaq listing rules, to the extent required.

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Insider RSLGH, LLC, Green Thumb Industries Inc.
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Grant/Award Pre-Funded Warrants (right to buy) 141,343 $26.68 $3.77M
Holdings After Transaction: Pre-Funded Warrants (right to buy) — 141,343 shares (Direct)
Footnotes (1)
  1. Reflects 141,343 Pre-Funded Warrants issued as payment of amounts due pursuant to the Amended and Restated Shared Services Agreement, dated May 20, 2025 (the "SSA"), between the Issuer and Vision Management Services, LLC ("VMS"), subject to a 49.99% beneficial ownership limitation and with exercise being subject to stockholder approval under applicable Nasdaq listing rules, to the extent required. The number of Pre-Funded Warrants was determined pursuant to the SSA by dividing the dollar amount of the applicable payments due by $26.68. VMS assigned its right to receive the Pre-Funded Warrants to RSLGH, LLC ("RSLGH"). RSLGH is the direct beneficial owner of the Pre-Funded Warrants. RSLGH is an indirectly wholly-owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of RSLGH
Form 4 Insider Transactions: What Each Field Means →
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*
RSLGH, LLC
(Last) (First) (Middle)
325 WEST HURON STREET,
SUITE 700
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RYTHM, Inc. [ RYM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
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
Pre-Funded Warrants (right to buy) $0.001 10/20/2025 A 141,343 (1) (1) Common Stock 141,343 $26.68(1) 141,343 D(2)
1. Name and Address of Reporting Person*
RSLGH, LLC
(Last) (First) (Middle)
325 WEST HURON STREET,
SUITE 700
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Green Thumb Industries Inc.
(Last) (First) (Middle)
325 WEST HURON STREET
SUITE 700
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects 141,343 Pre-Funded Warrants issued as payment of amounts due pursuant to the Amended and Restated Shared Services Agreement, dated May 20, 2025 (the "SSA"), between the Issuer and Vision Management Services, LLC ("VMS"), subject to a 49.99% beneficial ownership limitation and with exercise being subject to stockholder approval under applicable Nasdaq listing rules, to the extent required. The number of Pre-Funded Warrants was determined pursuant to the SSA by dividing the dollar amount of the applicable payments due by $26.68. VMS assigned its right to receive the Pre-Funded Warrants to RSLGH, LLC ("RSLGH").
2. RSLGH is the direct beneficial owner of the Pre-Funded Warrants. RSLGH is an indirectly wholly-owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of RSLGH
/s/ Bret Kravitz, Corporate Secretary, on behalf of RSLGH, LLC 10/20/2025
/s/ Bret Kravitz, Corporate Secretary, on behalf of Green Thumb Industries Inc. 10/20/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did GTBIF’s affiliate report on this Form 4?

RSLGH, LLC, an indirect subsidiary of Green Thumb Industries, reported acquiring 141,343 pre-funded warrants of RYTHM, Inc..

What is the exercise price of the RYTHM pre-funded warrants?

The warrants have an exercise price of $0.001 per share of common stock.

How was the number of warrants (141,343) determined?

Per the SSA, the dollar amount due was divided by $26.68 to determine the number of pre-funded warrants.

Why were the warrants issued to RSLGH, LLC?

They were issued as payment of amounts due under the Amended and Restated Shared Services Agreement.

Are there conditions on exercising the warrants?

Yes. Exercise is subject to stockholder approval under applicable Nasdaq listing rules, to the extent required.

What is the relationship between RSLGH, LLC and Green Thumb (GTBIF)?

RSLGH is an indirectly wholly owned subsidiary of Green Thumb Industries Inc.