Green Thumb (OTC: GTBIF) unit awarded 57,377 Rythm warrants

Rhea-AI Filing Summary

RYTHM, Inc. reported that RSLGH, LLC, an entity indirectly wholly owned by Green Thumb Industries Inc., acquired 57,377 Pre-Funded Warrants as payment of interest on a May 25, 2025 convertible note. These warrants carry a 49.99% beneficial ownership cap and their exercise is subject to stockholder approval under applicable Nasdaq listing rules, to the extent required. After this interest payment, RSLGH holds a total of 68,750 Pre-Funded Warrants in RYTHM, Inc.

Insights

Capital structure and securities lawyer

Interest paid in pre-funded warrants increases potential equity overhang but with ownership and approval limits.

RYTHM, Inc. used equity-linked instruments instead of cash to pay interest on a May 25, 2025 convertible note, issuing 57,377 Pre-Funded Warrants to RSLGH, LLC, an entity indirectly wholly owned by Green Thumb Industries Inc.. The warrants have an exercise price of $23.529 per share equivalent.

This transaction lifts RSLGH’s holdings to 68,750 Pre-Funded Warrants, expanding potential future dilution tied to this financing structure. However, the warrants are subject to a 49.99% beneficial ownership limitation, and exercise requires stockholder approval under applicable Nasdaq listing rules, to the extent required, which constrains immediate conversion into equity.

Because this is an exercise or issuance of derivative securities as interest rather than an open-market purchase or sale, it primarily adjusts the company’s capital structure and the counterparties’ potential future ownership, rather than signaling a directional view on GTBIF by insiders.

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

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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 W. 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)
03/01/2026

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	03/01/2026		M		57,377		(1)	(1)	Common Stock	57,377	$23.529	68,750	D(2)

1. Name and Address of Reporting Person^*

RSLGH, LLC

(Last) (First) (Middle)

325 W. 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 57,377 Pre-Funded Warrants issued as payment of interest pursuant to a Convertible Note of the Issuer dated May 25, 2025 (the "Convertible Note") and held by RSLGH, LLC ("RSLGH"), 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.

2. RSLGH is the direct beneficial owner of the May 25, 2025 Convertible Note and 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.

	Green Thumb Industries Inc. By: /s/ Bret Kravitz, Corporate Secretary	03/02/2026
	RSLGH, LLC By: /s/ Bret Kravitz, Corporate Secretary	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Green Thumb (GTBIF) report involving RYTHM, Inc.?

An entity indirectly owned by Green Thumb reported receiving 57,377 RYTHM, Inc. Pre-Funded Warrants as interest. The warrants were issued under a May 25, 2025 convertible note, increasing that entity’s total Pre-Funded Warrant holdings in RYTHM to 68,750 after the transaction.

Who is RSLGH, LLC in relation to Green Thumb Industries (GTBIF) and RYTHM, Inc.?

RSLGH, LLC is the direct beneficial owner of the RYTHM, Inc. convertible note and the related Pre-Funded Warrants. It is an indirectly, wholly owned subsidiary of Green Thumb Industries Inc., connected through several intermediate entities described in the ownership structure footnote.

How many RYTHM pre-funded warrants did the Green Thumb-affiliated entity receive?

The Green Thumb-affiliated entity, RSLGH, LLC, received 57,377 RYTHM, Inc. Pre-Funded Warrants as payment of interest. Following this issuance, RSLGH’s total holdings of RYTHM Pre-Funded Warrants increased to 68,750, according to the reported Form 4 ownership details.

What are the key restrictions on the RYTHM, Inc. pre-funded warrants held by RSLGH, LLC?

The RYTHM, Inc. Pre-Funded Warrants issued to RSLGH, LLC are subject to a 49.99% beneficial ownership limitation. In addition, exercise of these warrants is subject to stockholder approval under applicable Nasdaq listing rules, to the extent required, before conversion can occur.

Was cash used for the Green Thumb-related Form 4 transaction in RYTHM, Inc.?

No, the Form 4 describes 57,377 RYTHM, Inc. Pre-Funded Warrants issued as payment of interest on a convertible note. This reflects a non-cash interest payment using equity-linked securities rather than a traditional cash interest payment from the issuer to RSLGH, LLC.

Does the Form 4 for GTBIF show a buy or sell of common stock in RYTHM, Inc.?

The Form 4 does not show an open-market buy or sell of common stock. Instead, it reports an exercise or issuance of derivative securities, specifically 57,377 Pre-Funded Warrants issued as interest on a RYTHM, Inc. convertible note to RSLGH, LLC.