STOCK TITAN

Green Thumb group holds 89.9% of RYTHM stock

A Green Thumb–led group reports control-level beneficial ownership of RYTHM, Inc., now at about 89.9% including new interest-based warrants.

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

Rhea-AI Filing Summary

RYTHM, Inc. (RYM) received an updated Schedule 13D/A (Amendment No. 10) from a group led by Green Thumb Industries Inc. and affiliated entities, which together may be deemed to beneficially own 13,424,103 shares of common stock, representing 89.9% of the outstanding shares.

The ownership figure includes previously acquired common shares, multiple series of warrants, and shares underlying secured convertible notes, such as the November 2024 note, the May 2025 note, the August 2025 note, and warrants issued under a Shared Services Agreement. On September 1, 2026, RYTHM issued new Interest Warrants as interest payments, exercisable for up to 57,377 shares under the May 2025 Note and 76,339 shares under the August 2025 Note.

The reporting group states that, to the extent their actions may be deemed a “control purpose,” they have such a purpose, and they outline that they may consider future actions including additional share purchases or sales, engagement with the board and other shareholders, and potential business combinations or changes to capitalization and board structure.

Positive

  • None.

Negative

  • None.
Beneficially owned shares 13,424,103 shares Shares of RYTHM, Inc. common stock beneficially owned by the reporting persons
Ownership percentage 89.9% Percent of RYTHM, Inc. outstanding common stock beneficially owned as of September 1, 2026
Shares outstanding 2,179,128 shares RYTHM, Inc. common stock outstanding as of September 1, 2026 used for ownership calculations
November 2024 acquired warrants 6,169,702 shares Shares of common stock underlying November 2024 Acquired Warrants included in beneficial ownership
May 2025 Note underlying shares 1,147,520 shares Common stock underlying the May 2025 secured convertible note
August 2025 Note underlying shares 1,526,769 shares Common stock underlying the August 2025 secured convertible note
Conversion Warrant underlying shares 3,222,997 shares Common stock underlying the Conversion Warrant issued November 3, 2025
Interest Warrants issued September 1, 2026 57,377 and 76,339 shares Common stock underlying new Interest Warrants for May 2025 Note and August 2025 Note interest
Interest Warrants financial
"the Company issued Interest Warrants exercisable for up to (i) 57,377 shares"
Secured Convertible Note financial
"Form of Secured Convertible Note dated May 22, 2025"
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"
Conversion Warrant financial
"underlying a warrant (the "Conversion Warrant") issued on November 3, 2025"
beneficially own financial
"may be deemed to beneficially own approximately 89.9% of the outstanding"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Shared Services Agreement financial
"warrants issued pursuant to the Shared Services Agreement"

FAQ

What ownership stake in RYTHM, Inc. (RYM) does the Green Thumb group report in this Schedule 13D/A?

The reporting group led by Green Thumb Industries Inc. discloses beneficial ownership of 13,424,103 shares of RYTHM, Inc. common stock, representing approximately 89.9% of the 2,179,128 shares outstanding as of September 1, 2026.

How many RYTHM, Inc. (RYM) shares were issued as interest-based warrants on September 1, 2026?

On September 1, 2026, RYTHM issued Interest Warrants exercisable for up to 57,377 shares of common stock as interest under the May 2025 Note and 76,339 shares as interest under the August 2025 Note.

What is the basis for the 89.9% ownership percentage reported for RYTHM, Inc. (RYM)?

The 89.9% ownership is calculated using 2,179,128 shares of RYTHM, Inc. common stock outstanding as of September 1, 2026, against which the reporting persons’ 13,424,103 beneficially owned shares are measured.

Which main instruments contribute to the Green Thumb group’s stake in RYTHM, Inc. (RYM)?

The stake includes purchased common shares and shares underlying several instruments: 6,169,702 shares via November 2024 acquired warrants, 1,147,520 shares via the May 2025 Note, 1,526,769 shares via the August 2025 Note, a 3,222,997-share Conversion Warrant, and 141,343 SSA Warrants.

Does the reporting group indicate a potential control purpose regarding RYTHM, Inc. (RYM)?

Yes. The reporting persons state that, to the extent their actions may be deemed to constitute a “control purpose” under the Securities Exchange Act of 1934, they have such a purpose, and they may consider actions affecting capitalization, ownership structure, and board composition.

Are there ownership limits on any of the RYTHM, Inc. (RYM) warrants held by the group?

Yes. The disclosure notes 185,500 shares of common stock underlying warrants acquired under a December 12, 2024 warrant purchase agreement, which are subject to a 4.99% beneficial ownership limitation.

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

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Learn about SEC filing dates





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)
09/01/2026

(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) 331,311 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) 331,311 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) 331,311 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) 331,311 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) 331,311 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) 331,311 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:09/02/2026
WELLNESS MGMT, LLC
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Authorized Signatory
Date:09/02/2026
FOR SUCCESS HOLDING COMPANY
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/CEO & President
Date:09/02/2026
VCP23, LLC
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Manager
Date:09/02/2026
GTI23, INC.
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Director & Authorized Signatory
Date:09/02/2026
GREEN THUMB INDUSTRIES INC.
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Chairman and Chief Executive Officer
Date:09/02/2026