iAnthus Capital (ITHUF) director Scott Cohen awarded 33.7M RSUs, now holds 80.1M shares

Rhea-AI Filing Summary

iAnthus Capital Holdings, Inc. disclosed that director Scott H. Cohen received a grant of 33,673,469 restricted stock units of common shares on 12/01/2025 at a price of $0 per share. Following this equity award, he beneficially owns 80,117,098 common shares in total.

The grant was made under the company’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018. Each restricted stock unit represents the right to receive one common share after it vests. The units are scheduled to vest on the first anniversary of the grant date, contingent on Cohen’s continued service with the company. Within 73 days after vesting, iAnthus will deliver either shares or, at its discretion, cash equal to the fair market value of those shares on the delivery date.

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^*

Cohen Scott Herman

(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	80,117,098	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.

	Scott H. Cohen	12/03/2025
	** 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 insider transaction did iAnthus Capital (ITHUF) report in this Form 4?

The company reported that director Scott H. Cohen received a grant of 33,673,469 restricted stock units of common shares on 12/01/2025 at a price of $0 per share.

How many iAnthus Capital (ITHUF) shares does Scott H. Cohen now beneficially own?

After the reported grant, Scott H. Cohen beneficially owns 80,117,098 shares of iAnthus Capital Holdings, Inc. common stock.

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

The restricted stock units are scheduled to vest on the first anniversary of the grant date, subject to Cohen’s continued service with iAnthus.

Under which plan were the iAnthus Capital (ITHUF) restricted stock units granted?

The award was granted under iAnthus Capital’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018.

How will the vested iAnthus Capital (ITHUF) restricted stock units be settled?

Within 73 days after vesting, iAnthus will deliver to Cohen either common shares or, at the company’s discretion, cash equal to the fair market value of those shares on the delivery date.

Who is the reporting person in this iAnthus Capital (ITHUF) insider filing and what is their role?

The reporting person is Scott H. Cohen, who serves as a director of iAnthus Capital Holdings, Inc.