Green Thumb (OTC: GTBIF) CEO reports 8,710-share disposition

Rhea-AI Filing Summary

Green Thumb Industries Inc. insider Benjamin Kovler, the company’s chairman, CEO, director, and 10% owner, reported a Form 4 transaction dated February 1, 2026. He disposed of 8,710 Subordinate Voting Shares at $6.66 per share under transaction code “F,” leaving 683,811 Subordinate Voting Shares held directly.

He also reports indirect ownership of 158,130 Subordinate Voting Shares and 80,642 Super Voting Shares through Outsiders Capital LLC, 66 Subordinate Voting Shares through KP Capital, LLC, and 5,000 Super Voting Shares through BK 2021 Descendant Trust, plus 55,112 Super Voting Shares held directly.

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

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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)
02/01/2026

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	02/01/2026		F		8,710	D	$6.66	683,811	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	02/03/2026
	** 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’s Benjamin Kovler report on February 1, 2026?

Benjamin Kovler reported disposing of 8,710 Green Thumb Subordinate Voting Shares on February 1, 2026 at $6.66 per share. The Form 4 lists this as transaction code “F” and shows his remaining directly held Subordinate Voting Shares at 683,811 after the transaction.

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

After the reported transaction, Benjamin Kovler directly holds 683,811 Subordinate Voting Shares of Green Thumb Industries. This figure appears in the Form 4 as the amount of Subordinate Voting Shares beneficially owned following the transaction coded “F” on February 1, 2026.

What indirect Subordinate Voting Share holdings does Benjamin Kovler report for GTBIF?

The Form 4 shows Benjamin Kovler indirectly owns 158,130 Subordinate Voting Shares of Green Thumb through Outsiders Capital LLC and 66 Subordinate Voting Shares through KP Capital, LLC. These positions are disclosed as indirect beneficial ownership separate from his large direct Subordinate Voting Share holding.

What Super Voting Share interests in Green Thumb (GTBIF) does Benjamin Kovler report?

Benjamin Kovler reports 55,112 Super Voting Shares held directly, 80,642 Super Voting Shares indirectly through Outsiders Capital LLC, and 5,000 Super Voting Shares indirectly through BK 2021 Descendant Trust. These Super Voting holdings complement his Subordinate Voting Share positions disclosed in the same Form 4.

What does transaction code "F" mean in Benjamin Kovler’s GTBIF Form 4 entry?

The Form 4 lists transaction code “F” for the 8,710 Subordinate Voting Shares disposed at $6.66 per share. Code “F” is a standard SEC transaction code; the filing itself does not add further narrative explanation beyond this coded designation and resulting share balances.

What roles does Benjamin Kovler hold at Green Thumb Industries (GTBIF)?

The Form 4 identifies Benjamin Kovler as a director, 10% owner, and officer of Green Thumb Industries, with the officer title stated as “Chairman & CEO.” These roles explain why his holdings and transactions in company shares must be reported under Section 16 rules.