SCHEDULE: Green Thumb Affiliate Ups Stake in RYTHM, Inc. to 89.9%

RYTHM, Inc. reports an amendment to agreements that removes beneficial ownership limitations, increasing Green Thumb Industries' affiliate's stake to 89.9% and potentially impacting future strategic decisions.

Summary

• RYTHM, Inc. has filed an amendment to various agreements, including warrants and notes, with RSLGH, LLC (an affiliate of Green Thumb Industries).
• The amendment, effective October 10, 2026, removes all beneficial ownership limitations related to the conversion of notes and exercise of warrants.
• As a result, RSLGH's beneficial ownership in RYTHM, Inc. common stock increased from 49.99% to approximately 89.9% as of August 11, 2026.
• This filing is an amendment to a previously filed Schedule 13D, reflecting changes in beneficial ownership.
• The reporting persons, including Green Thumb Industries Inc., have a 'control purpose' regarding their investment in RYTHM, Inc.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, indicating a significant shift in beneficial ownership and the removal of conversion limitations, which could unlock substantial value for the reporting persons.

Positives

• Removal of beneficial ownership limitations on warrants and notes, potentially allowing for greater flexibility and realization of value.
• Significant increase in beneficial ownership to 89.9% by RSLGH, indicating strong conviction and control.
• The amendment is effective October 10, 2026, providing a clear timeline for the change in ownership structure.

Negatives

• The substantial increase in ownership by a single group could lead to reduced liquidity for minority shareholders if the controlling entity decides to divest or influence corporate actions significantly.
• The filing does not provide specific financial performance data for RYTHM, Inc., making it difficult to assess the underlying business health.

Risks

• Potential for the controlling entity to exert significant influence over corporate decisions, which may not align with the interests of minority shareholders.
• Future actions by the reporting persons could include selling shares, potentially impacting the stock price.
• The filing mentions potential business combinations or dispositions involving RYTHM, Inc. or its businesses, which carry inherent risks and uncertainties.

Future Outlook

The filing indicates that the reporting persons may, at any time, review or reconsider their positions and formulate plans. These plans could include communications with management and the board, discussions with stockholders or third parties about potential business combinations or dispositions, recommendations regarding capitalization, ownership structure, or board composition, and suggestions for improving financial or operational performance. They may also purchase additional securities or sell existing holdings.

Management Comments

• The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
• Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate.

Industry Context

StockSavvy.ai notes that this filing reflects a significant consolidation of ownership within the cannabis industry, where strategic investments and control shifts are common due to evolving regulations and market dynamics. Green Thumb Industries' increased stake suggests a strategic move to gain more control over RYTHM, Inc.'s operations or future direction.

Related Party Transactions

• The amendment involves RSLGH, LLC, a subsidiary of Green Thumb Industries, and Vision Management Services, LLC, also a subsidiary of Green Thumb Industries.
• The filing references various agreements between RYTHM, Inc. (and its subsidiaries) and entities related to Green Thumb Industries, including warrant purchase agreements, secured convertible notes, and a shared services agreement.

Stakeholder Impact

• Shareholders: The significant increase in beneficial ownership by one group may lead to concerns about minority shareholder rights and potential future strategic decisions that could impact share value.
• Creditors: Changes in control or strategic direction could impact the company's financial stability and its ability to meet its obligations.
• Management/Board: The increased ownership stake by Green Thumb's affiliate may lead to greater influence on board composition and strategic decision-making.

Next Steps

• The amendment to remove beneficial ownership limitations becomes effective on October 10, 2026.
• Reporting persons may engage in communications with RYTHM, Inc. management and board.
• Reporting persons may engage in discussions with stockholders or third parties regarding potential business combinations or dispositions.
• Reporting persons may make recommendations or proposals to RYTHM, Inc. concerning its capitalization, ownership structure, or board composition.
• Reporting persons may purchase additional shares or sell existing securities of RYTHM, Inc.

Key Dates

Recommendation

The filing indicates a significant increase in beneficial ownership by an affiliate of Green Thumb Industries, raising their stake to 89.9% due to the removal of ownership limitations. While this suggests strong conviction from the reporting persons and potential for strategic influence, the lack of detailed financial performance data for RYTHM, Inc. and the inherent uncertainties of future strategic actions (like potential combinations or dispositions) warrant a cautious 'hold' stance. Investors should monitor future disclosures for clarity on RYTHM, Inc.'s operational performance and the strategic intentions of the majority beneficial owner.

Keywords

RYTHM, Inc., Schedule 13D, Beneficial Ownership, Green Thumb Industries, Warrants, Convertible Notes, Amendment, Control Purpose