Green Thumb Industries Inc.

GTBIF: 8-K · material agreement

Green Thumb Industries subsidiaries RSLGH, LLC and Vision Management Services, LLC entered into an amendment with RYTHM, Inc. on August 10, 2026 that removes the 49.99% beneficial ownership limitations on $72.0 million of GTI-held secured convertible notes and pre-funded warrants covering up to 9,731,638 RYTHM shares, effective October 10, 2026. As a result of the cap removal, Green Thumb will be required to consolidate RYTHM, Inc. in its financial statements beginning October 10, 2026 — by operation of the amended terms rather than through any exercise of securities, as the company states it does not intend to exercise the notes or warrants. The arrangement has a related-party dimension: Green Thumb Chairman and CEO Benjamin Kovler also serves as RYTHM's Chairman and Interim CEO, and RYTHM stockholders approved the amendment at a special meeting the same day. Investors should expect GTI's reported revenue, debt and losses to change materially once RYTHM is consolidated.

SEC 8-K•2mo ago

GTBIF: 8-K · amendment

Green Thumb Industries Inc. approved an amendment to its Articles of Incorporation on July 9, 2026, significantly altering the requirements for shareholder meeting quorums. The amendment raises the quorum threshold from 5% to 33 1/3% of issued shares entitled to vote, substantially increasing the number of shareholders required to be present to conduct business. This change makes it more difficult for smaller groups of shareholders to force meetings or pass resolutions, reinforcing the power of the current board and larger stakeholders.

SEC 8-K•3mo ago

GTBIF: DEF 14A · proxy statement

Green Thumb Industries Inc. has filed its definitive proxy statement for the 2026 annual and special meeting of shareholders to be held on June 16, 2026. The meeting will cover standard corporate governance matters, including the election of seven directors, the ratification of Baker Tilly US, LLP as the independent auditor, and an advisory vote on executive compensation. Additionally, shareholders will vote on an amendment to the company's articles to change the automatic conversion threshold for Super Voting Shares from 50% to 25% of original holdings, which independent directors recommend approving to provide initial holders with greater financial and estate planning flexibility. The proxy statement discloses that the company achieved approximately $1.2 billion in revenue for the fiscal year ended December 31, 2025, a 3.4% increase over the prior year, alongside a GAAP net income of $114.2 million. The board highlights strong operational performance, including $294.9 million in cash flow from operations and the repurchase of $38.9 million worth of shares, despite ongoing price compression in the cannabis industry. The filing also details related party transactions, particularly significant investments and transactions with RYTHM, Inc. (formerly Agrify Corporation), including the sale of brand intellectual property and convertible notes totaling $82 million. Executive compensation disclosures show that CEO Benjamin Kovler received total compensation of approximately $2.75 million for 2025, which included a base salary and significant performance-based bonuses tied to the company exceeding its revenue and Adjusted EBITDA targets. The company reported a pay ratio of 82-to-1 between the CEO and the median employee. The proxy also confirms that all directors and executive officers complied with Section 16(a) beneficial ownership reporting requirements during the fiscal year.

SEC DEF 14A•5mo ago