Green Thumb (GTBIF) CFO logs tax-withholding share disposition, retains large stake

Rhea-AI Filing Summary

Green Thumb Industries Inc. chief financial officer Mathew Faulkner recorded a tax-withholding disposition of 4,344 Subordinate Voting Shares on March 1, 2026 at $6.58 per share to satisfy tax obligations. After this, he directly owned 420,589 Subordinate Voting Shares and 1,814 Multiple Voting Shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider FAULKNER Mathew

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Subordinate Voting Shares	4,344	$6.58	$29K
holding	Multiple Voting Shares	--	--	--

Holdings After Transaction: Subordinate Voting Shares — 420,589 shares (Direct); Multiple Voting Shares — 1,814 shares (Direct)

Footnotes (1)

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^*

FAULKNER Mathew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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
Subordinate Voting Shares	03/01/2026		F		4,344	D	$6.58	420,589	D
Multiple Voting Shares								1,814	D

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:

	/s/ Kathryn A. Lloyd, Attorney-in-Fact	03/03/2026
	** 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.

FAQ

What insider transaction did GTBIF CFO Mathew Faulkner report?

Mathew Faulkner reported a tax-withholding disposition of 4,344 Subordinate Voting Shares. The shares were used to satisfy tax obligations related to equity compensation and were not an open-market sale, according to the transaction code and description in the filing.

At what price were the Green Thumb (GTBIF) shares disposed of for taxes?

The shares were disposed of at a price of $6.58 per Subordinate Voting Share. This price is used in the filing to calculate the value of the 4,344 shares withheld to cover tax liabilities associated with the equity award on the transaction date.

How many Green Thumb Subordinate Voting Shares does the CFO hold after this Form 4?

After the tax-withholding transaction, the CFO directly held 420,589 Subordinate Voting Shares. This post-transaction balance reflects his remaining direct ownership following the disposition of 4,344 shares for tax purposes on March 1, 2026, as shown in the filing details.

Does the GTBIF Form 4 show any open-market buying or selling by the CFO?

The Form 4 does not show open-market buying or selling. It reports a tax-withholding disposition coded as “F,” meaning shares were used to pay tax obligations, rather than sold voluntarily on the open market for portfolio or liquidity reasons.

What Multiple Voting Share holdings of Green Thumb does the CFO report?

The filing lists 1,814 Multiple Voting Shares held directly after the reported date. These are disclosed as a separate class from Subordinate Voting Shares, with the entry marked as a holding rather than a new purchase or sale transaction in the report.

Is the overall insider trading direction for this GTBIF Form 4 a net sale?

The overall direction is a net disposition related to tax withholding, not a discretionary sale. The transaction summary shows one dispose-type event and no buys, indicating shares were surrendered for taxes rather than traded in the open market.