Green Thumb (OTC: GTBIF) CEO reports tax-related share disposition

Rhea-AI Filing Summary

Green Thumb Industries Inc. Chairman and CEO Benjamin Kovler reported a tax-related share disposition on March 1, 2026. A total of 1,782 Subordinate Voting Shares were disposed of at $6.58 per share to satisfy a payment of exercise price or tax liability, rather than as an open-market sale.

Following this transaction, Kovler directly held 682,029 Subordinate Voting Shares. He also reported indirect ownership of Subordinate Voting Shares through Outsiders Capital LLC and KP Capital, LLC, and direct and indirect holdings of Super Voting Shares, including interests held by Outsiders Capital LLC and the BK 2021 Descendant Trust.

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^*

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)
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		1,782	D	$6.58	682,029	D
Subordinate Voting Shares								158,130	I	By Outsiders Capital LLC
Subordinate Voting Shares								66	I	KP 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

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 Green Thumb (GTBIF) CEO Benjamin Kovler report?

Benjamin Kovler reported a tax-withholding disposition of 1,782 Subordinate Voting Shares on March 1, 2026. The shares were used to satisfy exercise price or tax liabilities, not as an open-market sale, according to the Form 4 transaction code F description.

At what price were Benjamin Kovler’s Green Thumb (GTBIF) shares disposed?

The 1,782 Subordinate Voting Shares were disposed at $6.58 per share. This transaction was coded as a tax-related payment, meaning the shares were delivered to cover exercise price or tax obligations rather than being sold in a typical market transaction.

How many Green Thumb (GTBIF) Subordinate Voting Shares does Benjamin Kovler hold directly after the filing?

After the reported tax-withholding disposition, Benjamin Kovler directly holds 682,029 Subordinate Voting Shares. This figure reflects his direct ownership position immediately following the March 1, 2026 transaction reported in the Form 4 insider filing.

What indirect Green Thumb (GTBIF) holdings are associated with Benjamin Kovler?

The filing lists indirect ownership of Subordinate and Super Voting Shares through entities including Outsiders Capital LLC, KP Capital, LLC, and the BK 2021 Descendant Trust. These entries reflect shares held by related entities, categorized as indirect ownership in the Form 4.

Does the Green Thumb (GTBIF) Form 4 show any insider open-market buying or selling?

The Form 4 shows a tax-withholding disposition under code F, not an open-market sale, for 1,782 Subordinate Voting Shares. Other line items are listed as holdings with unknown transaction codes, indicating positions rather than additional buy or sell transactions.