Green Thumb Industries Amends RYTHM Agreements; Removes Ownership Cap

What Happened

• Green Thumb Industries (through subsidiaries RSLGH, LLC and Vision Management Services, LLC) announced on Aug. 11, 2026 (reporting an Aug. 10, 2026 action) that it entered into an amendment with RYTHM, Inc. The Amendment, effective Oct. 10, 2026, modifies outstanding pre-funded warrants, secured convertible notes and a shared services agreement to remove all beneficial ownership limitations (previously a 49.99% cap) related to conversion or exercise.
• The filing notes that Benjamin Kovler, Green Thumb’s Chairman and CEO, also serves as RYTHM’s Chairman and Interim CEO. The Amendment is filed as Exhibit 10.1 to the Form 8‑K.

Key Details

• Amendment entered Aug. 10, 2026; effective date: Oct. 10, 2026.
• Affects pre-funded warrants to purchase up to 9,731,638 shares of RYTHM common stock.
• Affects secured convertible notes with an aggregate original principal amount of $72.0 million.
• Amends the Amended and Restated Shared Services Agreement between RYTHM and Vision Management Services, LLC; removes the 49.99% beneficial ownership limitation on conversions/exercises.

Why It Matters

• Removing the 49.99% ownership cap could allow future conversions or warrant exercises to increase Green Thumb’s subsidiaries’ beneficial ownership and economic exposure in RYTHM beyond that threshold. That can affect voting power, control dynamics, and the potential value outcome of the warrants and notes.
• Investors should note the Oct. 10, 2026 effective date and watch for subsequent disclosures (e.g., ownership filings or conversion/exercise notices) that show any changes in Green Thumb’s stake in RYTHM. The Amendment agreement is attached as Exhibit 10.1 to the 8‑K for full terms.