iAnthus Capital (ITHUF) awards 33.7M restricted stock units to board director

Rhea-AI Filing Summary

iAnthus Capital Holdings reported a new equity award to director Mich J. Mathews-Spradlin. On 12/01/2025, the director acquired 33,673,469 common shares in the form of restricted stock units granted under the company’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018, at a grant price of $0.

Each restricted stock unit represents a contingent right to receive one share of common stock after vesting. The units are scheduled to vest on the first anniversary of the grant date, subject to continued service, and the company may settle vested units in shares or, at its discretion, in cash equal to the fair market value at delivery. Following this transaction, the director beneficially owns 81,489,647 common shares on a direct basis.

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
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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^*

Mathews-Spradlin Mich J

(Last) (First) (Middle)

C/O IANTHUS CAPITAL HOLDINGS, INC.

214 KING STREET WEST, SUITE 400

(Street)

TORONTO A6 M5H 3S6

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
iANTHUS CAPITAL HOLDINGS, INC. [ ITHUF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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
Common Shares(1)	12/01/2025		A		33,673,469(1)	A	$0	81,489,647	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:

1. Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. The restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

	Mich J. Mathews-Spradlin	12/04/2025
	** 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.

FAQ

What did iAnthus Capital Holdings (ITHUF) disclose in this Form 4?

The company reported that director Mich J. Mathews-Spradlin received an equity award on 12/01/2025, acquiring 33,673,469 common shares in the form of restricted stock units under the company’s incentive plan.

How many iAnthus Capital (ITHUF) shares does the reporting person now beneficially own?

After the reported transaction, the director beneficially owns 81,489,647 common shares of iAnthus Capital Holdings, Inc., held as direct ownership.

What are the terms of the restricted stock units granted by iAnthus Capital (ITHUF)?

The award consists of restricted stock units, each representing a contingent right to receive one share of common stock. The units are scheduled to vest on the first anniversary of the grant date, subject to the director’s continued service with the company.

How will the restricted stock units for iAnthus Capital (ITHUF) be settled upon vesting?

Upon vesting, the company will deliver either shares of common stock or, at its sole discretion, cash equal to the Fair Market Value of those shares on the delivery date, within 73 days after the applicable vesting date.

Under which plan were the iAnthus Capital (ITHUF) RSUs granted?

The restricted stock units were granted under the company’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018, which governs the terms and conditions of the award.

What was the reported price for the iAnthus Capital (ITHUF) restricted stock unit grant?

The Form 4 lists the transaction price for the acquired common shares associated with the restricted stock units as $0, reflecting a no-cash grant to the director.