Green Thumb Industries Announces Amendment to Brand Transactions with RYTHM, Inc.

Executive Summary

• Green Thumb Industries (GTI) amended its trademark and recipe license agreements with subsidiaries of RYTHM, converting revenue‑based royalties to fixed licensing fees of $70 million cash per year.
• The fixed fees will be paid monthly and will increase annually by a CPI‑based escalator equal to twice the Consumer Price Index change.
• The transaction is a related‑party deal but does not exceed 25 % of GTI’s market capitalization, so it is exempt from certain MI 61‑101 filing requirements; a material change report will be filed within the regulatory timeline.

Key Details

• Parties: GTI Core, LLC (indirect wholly‑owned subsidiary of Green Thumb) and VCP IP Holdings, LLC & MC Brands LLC (wholly‑owned subsidiaries of RYTHM).
• Brands Covered: RYTHM Premium Cannabis, incredibles, Beboe, Dogwalkers, Doctor Solomon’s, &Shine, and Good Green.
• Fee Structure Change: From revenue‑based royalties to a fixed cash fee of $70 million per year (collectively).
• Payment Terms: Monthly installments; annual increase equal to 2 × CPI escalator.
• Effective Date: April 1, 2026.
• Other Terms: No other contractual terms were altered.
• Related Party Disclosure: Transaction qualifies as a “related party transaction” under Canadian MI 61‑101 but is exempt from certain requirements because the aggregate value is < 25 % of GTI’s market cap.
• Regulatory Filing: A material change report will be filed with Canadian securities regulators within the prescribed timeframe (no later than 21 days before 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,” – Ben Kovler, Founder, Chairman & CEO.