iAnthus Capital (ITHUF) director reports 46.4M RSU award and 110.9M shares owned

Rhea-AI Filing Summary

iAnthus Capital Holdings director reports large restricted stock unit grant

A director of iAnthus Capital Holdings, Inc. (ITHUF) reported receiving 46,428,571 restricted stock units of the company’s common shares on December 1, 2025. Following this grant, the reporting person beneficially owns 110,853,456 common shares directly. The filing classifies the transaction as an acquisition at a stated price of $0 per share, reflecting an equity-based compensation award rather than an open-market purchase.

The award was issued under the company’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018. Each restricted stock unit gives the right to receive one share of common stock once it vests. The units are scheduled to vest on the first anniversary of the grant date, provided the director continues to serve the company. After vesting, the company will deliver either shares or, at its discretion, cash equal to the fair market value of the shares within 73 days after the vesting 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

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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^*

SHOGHI ALEXANDER

(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)
12/03/2025

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		46,428,571(1)	A	$0	110,853,456	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.

	Alexander Shoghi	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).
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FAQ

What insider transaction did iAnthus Capital Holdings (ITHUF) report in this Form 4?

The filing reports that a director of iAnthus Capital Holdings, Inc. received 46,428,571 restricted stock units of common shares as an equity award on December 1, 2025.

How many iAnthus Capital Holdings (ITHUF) shares does the reporting person own after this transaction?

After the reported transaction, the director beneficially owns 110,853,456 common shares of iAnthus Capital Holdings, Inc., held directly.

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

Each restricted stock unit represents a contingent right to receive one common share, vests on the first anniversary of the grant date subject to continued service, and is settled in shares or, at the company’s discretion, in cash equal to the fair market value of those shares.

When will the iAnthus Capital Holdings (ITHUF) restricted stock units vest and be settled?

The restricted stock units are scheduled to vest one year after the grant date, and the underlying shares or cash will be delivered to the director within 73 days following the applicable vesting date.

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

The award was made under the company’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018, which governs the issuance of equity-based compensation such as restricted stock units.

Is the iAnthus Capital Holdings (ITHUF) Form 4 transaction an open-market purchase or a compensation grant?

The Form 4 describes the transaction as an acquisition at $0 per share representing a grant of restricted stock units under the company’s incentive plan, not an open-market purchase.