Green Thumb amends brand licensing deals with Rythm

Executive Summary

• Green Thumb Industries (GTI) has amended its brand licensing agreements with wholly owned subsidiaries of Rythm Inc., transitioning licensing fees from revenue-based models to fixed annual payments.
• The amendment, effective April 1, 2026, establishes a collective fixed fee of $70 million per year for the license rights to specific Rythm premium cannabis brands.
• The transaction is classified as a related party transaction under Multilateral Instrument 61-101, though GTI is exempt from certain requirements as the aggregate value does not exceed 25% of the company's market capitalization.

Key Details

• Effective Date: April 1, 2026.
• Parties Involved: GTI Core LLC (subsidiary of Green Thumb Industries) and VCP IP Holdings LLC and MC Brands LLC (wholly owned subsidiaries of Rythm Inc.).
• Financial Terms:
  • Transition from revenue-based fees to recurring fixed fees.
  • Fixed amount: $70 million cash per year collectively.
  • Payment structure: Monthly installments.
  • Escalator: Annual increase equal to two times the Consumer Price Index (CPI).
• Licensed Brands: Rythm Premium Cannabis, incredibles, Beboe, Dogwalkers, Doctor Solomon's, &Shine, and Good Green.
• Other Terms: No other terms were changed from the existing agreements.
• Regulatory Context:
  • Identified as a related party transaction pursuant to Multilateral Instrument 61-101.
  • GTI is exempt from certain MI 61-101 requirements under sections 5.5(a) and 5.7(1)(a) because the transaction value is less than 25% of GTI's market capitalization.
  • A material change report will be filed with Canadian securities regulatory authorities within 21 days of closing.

Notable Quotes

• "As a significant shareholder in Rythm, Green Thumb shareholders are positioned to benefit from Rythm's long-term growth and value creation," said Green Thumb founder, chairman and chief executive officer Ben Kovler. "Green Thumb has grown and scaled these brands for more than a decade, and we remain as committed as ever to expanding their reach."