Green Thumb takes control of a Nasdaq company in October without buying another share, because the clause capping its stake at 49.99 percent is being deleted
Nobody bought anything.
On 10 August, following the adjournment of a special meeting of stockholders held earlier the same day, RYTHM, Inc. signed an amendment with RSLGH, LLC and Vision Management Services, LLC. Both are subsidiaries of Green Thumb Industries. The amendment does one thing across three sets of documents, which is to delete the beneficial ownership limitation that stopped RSLGH converting or exercising its way past 49.99 percent of RYTHM's common stock.
RYTHM's filing puts the result in a single line. RSLGH's beneficial ownership rose from 49.99 percent to approximately 89.9 percent.
What the cap was attached to
The limitation sat inside three instruments at once, and the amendment strikes it from all of them.
The first is a set of pre-funded warrants over up to 9,731,638 shares. The second is a pair of secured convertible notes with an aggregate original principal amount of $72.0 million, being a $27.0 million note issued in May 2025 and a $45.0 million note issued that August. A third note, for $10.0 million and dated November 2024, was converted into warrants in November 2025 and is no longer outstanding. The third instrument is the Amended and Restated Shared Services Agreement of 20 May 2025, under which Vision Management Services provides services to RYTHM and may be paid in cash, in shares, or in pre-funded warrants.
As the clause was written, RSLGH could not exercise or convert to the extent that it and its affiliates would end up holding more than 49.99 percent of the shares outstanding immediately afterwards. That sentence is now gone from every instrument that carried it, effective 10 October 2026.
The dates are set by a rule about the future
RYTHM reports the ownership figure as of 11 August 2026, and explains why that date and not October. Under Rule 13d-3, a person beneficially owns what they can acquire within 60 days. The amendment takes effect on 10 October. Sixty days before 10 October is 11 August, which is the day the filing went in.
So the control change is dated by a counting rule rather than by an event. On the day the amendment was signed, RSLGH held 698,961 of the 2,179,128 shares outstanding. The consideration for the whole position was paid over two years and comes to $109.5 million, which the filing attributes to Green Thumb's working capital together with interest payable under the notes and fees payable under the services agreement.
Consolidation without a purchase
Green Thumb filed its own report on the same transaction one minute earlier, and its Item 8.01 is the part worth reading twice.
Removing the 49.99 percent limitation means Green Thumb "will be required to consolidate RYM in the Company's financial statements beginning October 10, 2026." Then the sentence that matters: the company "does not currently intend to exercise any of the Securities prior to the Consolidation Date or thereafter, and the consolidation will occur solely by operation of the terms of the Amendments."
A company will therefore appear inside another company's accounts because a contract was edited.
The people on both sides
Both filings name the overlap themselves rather than leaving it to be found. Benjamin Kovler is RYTHM's Chairman and Interim Chief Executive Officer, and he is also Green Thumb's Chairman and Chief Executive Officer. Armon Vakili sits on RYTHM's board and is employed by Green Thumb.
RYTHM was called Agrify Corp until 29 August 2025. It trades as RYM on the Nasdaq Capital Market. Green Thumb trades over the counter as GTBIF, and the cover page of its 8-K lists no securities registered under section 12(b) of the Exchange Act.
The vote
Stockholders were asked at the special meeting to approve the issuance of shares under Nasdaq Listing Rule 5635, which is the rule requiring a shareholder vote before issuances above certain thresholds.
Of the 2,179,128 shares eligible to vote as of the 26 June record date, 1,128,854 were represented, or about 51.8 percent. The result was 1,118,058 for, 10,049 against and 747 abstaining. RSLGH held 698,961 shares on the day of the meeting. Neither filing records how those shares were voted, and neither states whether they were voted at all.
Green Thumb also says there are no arrangements or understandings with any other RYTHM stockholder about electing directors, and none known to RYTHM that may result in a further change of control later.
