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  4. [Form 4] Green Thumb Industries Inc. Insider Trading Activity

Green Thumb affiliate swaps $10.175M note for 3.22M pre-funded warrants

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Green Thumb Industries Inc. (GTBIF) and affiliate RSLGH, LLC filed a Form 4 reporting a debt-to-equity move on November 3, 2025. RSLGH converted a November 2024 convertible note into pre-funded warrants.

The conversion covered $10,000,000 of principal plus $175,000 of accrued interest, issuing 3,222,997 pre-funded warrants at a warrant conversion price of $3.157. The warrants are exercisable at $0.001 per share. A 49.99% beneficial ownership limitation applies, and exercise is also subject to stockholder approval under applicable Nasdaq listing rules, to the extent required.

Positive

  • None.

Negative

  • None.

Insights

Debt converted to equity-linked warrants; balance sheet relief with contingent dilution constraints.

The reporting persons converted a convertible note into equity-linked securities. A November 2024 note with maturity on November 5, 2025 was converted on November 3, 2025 into Pre-Funded Warrants. The conversion covered $10,000,000 principal plus $175,000 accrued interest, divided by a warrant conversion price of $3.157, yielding 3,222,997 warrants. These warrants are exercisable at $0.001 per share and are tied to the issuer’s common stock.

The warrants carry a 49.99% beneficial ownership cap, and exercise is also subject to stockholder approval under applicable Nasdaq rules, to the extent required. Post-transaction, the convertible note position is eliminated, and the reporting persons (RSLGH, LLC, indirectly wholly owned by Green Thumb Industries Inc.) hold the warrants directly. This shifts the capital structure from debt to a potential equity issuance mechanism without immediate share issuance.

Key items to watch: any shareholder approval process and subsequent warrant exercises that increase outstanding shares. Given the low exercise price, exercises—if permitted—could expand the float. Monitoring disclosures around the 49.99% cap and any future filings after November 2025 will clarify timing and magnitude of share issuance.

Insider RSLGH, LLC, Green Thumb Industries Inc.
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Exercise Convertible Note (right to buy) 0 $0.00 --
Exercise Pre-Funded Warrants (right to buy) 3,222,997 $3.157 $10.18M
Holdings After Transaction: Convertible Note (right to buy) — 0 shares (Direct); Pre-Funded Warrants (right to buy) — 3,222,997 shares (Direct)
Footnotes (1)
  1. Reflects the conversion of the Convertible Note issued to RSLGH, LLC ("RSLGH") on November 5, 2024 with a maturity date of November 5, 2025 (the "November 2024 Note") into Pre-Funded Warrants. The November 2024 Note was convertible into shares of the Issuer's common stock at a conversion price of $3.158 per share or, at the option of RSLGH, into Pre-Funded Warrants for shares of common stock exercisable at $0.001 per share at a conversion price of $3.157 per warrant. RSLGH was the direct beneficial owner of the November 2024 Note and is the direct beneficial owner of the Pre-Funded Warrants. RSLGH is an indirectly, wholly- owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of RSLGH. Reflects Pre-Funded Warrants issued upon conversion of the November 2024 Note, with the number of Pre-Funded Warrants determined pursuant to the terms of the November 2024 Note, by dividing the $10,000,000 of outstanding principal and $175,000 of accrued but unpaid interest as of November 3, 2025 by the warrant conversion price of $3.157. The Pre-Funded Warrants are subject to a 49.99% beneficial ownership limitation with exercise also subject to stockholder approval under the applicable Nasdaq listing rules, to the extent required.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
RSLGH, LLC
(Last) (First) (Middle)
325 W. HURON STREET
SUITE 700
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RYTHM, Inc. [ RYM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
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
Convertible Note (right to buy) $3.157 11/03/2025 M $10,175,000(1) (1) (1) Common Stock 3,222,997(1) (1) 0 D(2)
Pre-Funded Warrants (right to buy) $0.001 11/03/2025 M 3,222,997 (3) (3) Common Stock 3,222,997(3) $3.157(3) 3,222,997 D(2)
1. Name and Address of Reporting Person*
RSLGH, LLC
(Last) (First) (Middle)
325 W. HURON STREET
SUITE 700
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Green Thumb Industries Inc.
(Last) (First) (Middle)
325 WEST HURON STREET
SUITE 700
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects the conversion of the Convertible Note issued to RSLGH, LLC ("RSLGH") on November 5, 2024 with a maturity date of November 5, 2025 (the "November 2024 Note") into Pre-Funded Warrants. The November 2024 Note was convertible into shares of the Issuer's common stock at a conversion price of $3.158 per share or, at the option of RSLGH, into Pre-Funded Warrants for shares of common stock exercisable at $0.001 per share at a conversion price of $3.157 per warrant.
2. RSLGH was the direct beneficial owner of the November 2024 Note and is the direct beneficial owner of the Pre-Funded Warrants. RSLGH is an indirectly, wholly- owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of RSLGH.
3. Reflects Pre-Funded Warrants issued upon conversion of the November 2024 Note, with the number of Pre-Funded Warrants determined pursuant to the terms of the November 2024 Note, by dividing the $10,000,000 of outstanding principal and $175,000 of accrued but unpaid interest as of November 3, 2025 by the warrant conversion price of $3.157. The Pre-Funded Warrants are subject to a 49.99% beneficial ownership limitation with exercise also subject to stockholder approval under the applicable Nasdaq listing rules, to the extent required.
Green Thumb Industries Inc. By: /s/ Bret Kravitz, Corporate Secretary 11/03/2025
RSLGH, LLC By: /s/ Bret Kravitz, Corporate Secretary 11/03/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did GTBIF report in this Form 4?

An affiliate, RSLGH, LLC, converted a November 2024 convertible note into pre-funded warrants on November 3, 2025.

How many pre-funded warrants were issued in the conversion?

3,222,997 pre-funded warrants were issued.

What amounts were converted into warrants for GTBIF?

The conversion covered $10,000,000 principal and $175,000 accrued interest.

What was the warrant conversion price and exercise price?

Warrant conversion price: $3.157 per warrant; exercise price: $0.001 per share.

Is there a beneficial ownership cap on these warrants?

Yes, a 49.99% beneficial ownership limitation applies.

Are there any conditions to exercising the warrants?

Exercise is also subject to stockholder approval under applicable Nasdaq listing rules, to the extent required.