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Green Thumb Industries (RYM) reports 89.9% beneficial stake in RYTHM via notes and warrants

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Green Thumb Industries Inc. and its affiliated entities report a major increase in their beneficial stake in RYTHM, Inc. Through RSLGH, LLC and related GTI entities, the group is deemed to beneficially own 13,290,387 shares of RYTHM common stock, representing approximately 89.9% of the company’s outstanding common shares. Shares outstanding were 2,179,128 as of August 10, 2026; this is a baseline figure, not the amount beneficially owned.

The change stems from an August 10, 2026 amendment among RSLGH, Vision Management Services, LLC and RYTHM that, effective October 10, 2026, removes beneficial ownership limitations on the conversion of secured convertible notes and the exercise of multiple warrant series and certain future pre-funded warrants. As a result, RSLGH’s beneficial ownership rose from 49.99% to about 89.9% as of August 11, 2026 under Rule 13d-3’s 60‑day look‑forward test. The reporting group states that, to the extent these actions may be considered a “control purpose,” they have such a purpose and may engage with RYTHM’s board, management and other stockholders on potential capital structure, governance and strategic transactions.

Positive

  • None.

Negative

  • Beneficial ownership concentrated at ~89.9%, with 13,290,387 shares deemed owned by the Green Thumb reporting group, significantly concentrating control and potentially reducing public float influence.
Beneficially owned shares 13,290,387 shares Shares of RYTHM common stock deemed beneficially owned by each reporting person
Beneficial ownership percentage 89.9% Portion of RYTHM’s outstanding common stock beneficially owned by the reporting group
Shares outstanding 2,179,128 shares RYTHM common stock outstanding as of August 10, 2026
Prior beneficial ownership cap 49.99% Previous beneficial ownership level before removal of ownership limitations
Amendment effective date October 10, 2026 Effective date of amendment removing beneficial ownership limitations on notes and warrants
beneficial ownership limitation regulatory
"to remove all beneficial ownership limitations with respect to the conversion"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Secured Convertible Note financial
"Form of Secured Convertible Note dated November 5, 2024"
A secured convertible note is a loan to a company that is backed by specific assets (secured) and can be changed into company shares (convertible) instead of being paid back in cash. For investors this matters because it mixes lower risk—because collateral gives repayment priority if things go wrong—with potential upside through stock conversion, while also affecting future ownership and how much existing shareholders may be diluted.
pre-funded common stock purchase warrant financial
"Form of Pre-Funded Common Stock Purchase Warrant"
Shared Services Agreement financial
"Amended and Restated Shared Services Agreement, dated May 22, 2025"
Schedule 13D regulatory
"In accordance with Rule 13d-2 of the Securities Exchange Act"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

What ownership stake in RYTHM, Inc. (RYM) does the Green Thumb group report?

The Green Thumb reporting group may be deemed to beneficially own 13,290,387 shares of RYTHM common stock, representing approximately 89.9% of the company’s outstanding common shares as of August 10, 2026.

How did the Green Thumb group’s beneficial ownership in RYTHM (RYM) increase to 89.9%?

Beneficial ownership increased from 49.99% to about 89.9% after an August 10, 2026 amendment removed beneficial ownership limitations on converting notes and exercising warrants, evaluated under the 60‑day Rule 13d‑3 framework.

What is the share count baseline used in this RYTHM (RYM) Schedule 13D/A?

Percentages are calculated based on 2,179,128 shares of RYTHM common stock outstanding as of August 10, 2026, which the reporting persons use as the reference for their 89.9% beneficial ownership figure.

Which instruments give the Green Thumb group its RYTHM (RYM) beneficial ownership?

The 13,290,387-share beneficial stake includes purchased common shares, and shares underlying secured convertible notes, multiple warrant series (including interest and conversion warrants), and SSA Warrants tied to a Shared Services Agreement.

Does the Green Thumb group indicate a control purpose regarding RYTHM (RYM)?

The reporting persons state that, to the extent their actions constitute a “control purpose” under the Exchange Act, they have such a purpose and may discuss capitalization, ownership structure, board composition and potential business combinations.

When does the amendment affecting RYTHM (RYM) notes and warrants become effective?

The amendment executed on August 10, 2026 becomes effective on October 10, 2026 and removes beneficial ownership limitations on conversion of notes and exercise of specified warrants and certain future pre-funded warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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00853E404

(CUSIP Number)
Bret Kravitz
325 West Huron Street, Suite 700,
Chicago, IL, 60654
312.471.6720

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/10/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) 25,000 shares of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024 (the "November 2024 Acquired Warrants"); (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH, LLC ("RSLGH") and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying warrants (the "Interest Warrants") issued as payments of interest pursuant to the November 2024 Note, the May 2025 Note and the August 2025 Note (as defined in Item 4); (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4); (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4); (i) 3,222,997 shares of Common Stock underlying a warrant (the "Conversion Warrant") issued on November 3, 2025 upon conversion of the November 2024 Note (as defined in Item 4); and (j) 141,343 shares of Common Stock underlying warrants issued pursuant to the Shared Services Agreement (as defined in Item 3) (the "SSA Warrants").


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) 25,000 of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying the November 2024 Acquired Warrants; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4); (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4); (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant; and (j) 141,343 shares of Common Stock underlying the SSA Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) 25,000 of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying the November 2024 Acquired Warrants; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4); (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4); (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant; and (j) 141,343 shares of Common Stock underlying the SSA Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying the November 2024 Acquired Warrants; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4); (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4); (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant; and (j) 141,343 shares of Common Stock underlying the SSA Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) 25,000 shares of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying the November 2024 Acquired Warrants; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4); (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4); (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant; and (j) 141,343 shares of Common Stock underlying the SSA Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
This amount includes (a) of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying the November 2024 Acquired Warrants; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 197,595 shares of Common Stock underlying the Interest Warrants; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4); (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4); (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant; and (j) 141,343 shares of Common Stock underlying the SSA Warrants.


SCHEDULE 13D


RSLGH, LLC
Signature:/s/ Bret Kravitz
Name/Title:Bret Kravitz/Corporate Secretary
Date:08/11/2026
WELLNESS MGMT, LLC
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Authorized Signatory
Date:08/11/2026
FOR SUCCESS HOLDING COMPANY
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/CEO & President
Date:08/11/2026
VCP23, LLC
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Manager
Date:08/11/2026
GTI23, INC.
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Director & Authorized Signatory
Date:08/11/2026
GREEN THUMB INDUSTRIES INC.
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Chairman and Chief Executive Officer
Date:08/11/2026