Form 4: Green Thumb CEO Kovler Disposes Shares for Tax

Green Thumb Industries CEO Benjamin Kovler reported a disposition of 87,500 subordinate voting shares at $7.05 each to cover tax liabilities, effective November 1, 2025.

Summary

• Benjamin Kovler, Chairman & CEO, Director, and 10% Owner of Green Thumb Industries Inc., reported a transaction involving the company's securities.
• On November 1, 2025, Kovler disposed of 87,500 Subordinate Voting Shares.
• The shares were disposed of at a price of $7.05 per share.
• This transaction was coded as "F," indicating the shares were withheld or delivered to satisfy tax withholding obligations upon the vesting of equity awards.
• Following this transaction, Kovler directly holds 855,021 Subordinate Voting Shares and 57,612 Super Voting Shares.
• Indirect holdings include 158,130 Subordinate Voting Shares and 80,642 Super Voting Shares through Outsiders Capital LLC, 66 Subordinate Voting Shares through KP Capital, LLC, and 5,000 Super Voting Shares through BK 2021 Descendant Trust.
• The transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.

Sentiment

Score: 6

Explanation: The disposition of shares by the CEO is for tax withholding purposes, a standard and expected event for equity compensation, and was executed under a pre-arranged 10b5-1 plan, mitigating concerns about discretionary insider selling.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-scheduled and non-discretionary sale, which can reduce concerns about insider selling.
• The disposition was for tax withholding purposes, a routine event for executives receiving equity compensation, rather than a discretionary sale of shares.

Negatives

• A reduction in direct beneficial ownership by a key executive, even for tax purposes, could be perceived negatively by some investors, as it reduces the executive's direct equity stake.

Future Outlook

NA

Industry Context

This is an insider transaction disclosure, which is specific to the individual and company, and does not directly relate to broader industry trends or competitors beyond the general context of executive compensation practices in the cannabis industry.

Stakeholder Impact

• Shareholders: May view the tax-related disposition as a routine event, especially given the 10b5-1 plan, but a reduction in direct insider ownership could still be noted.
• Management/Employees: Reflects standard executive compensation practices involving equity awards and subsequent tax obligations.

Key Dates

Recommendation

The filing details a routine, non-discretionary sale of shares by the CEO for tax withholding purposes under a pre-arranged 10b5-1 plan. This type of transaction does not typically indicate a change in the executive's confidence in the company's future prospects and therefore does not warrant a change in investment recommendation based solely on this disclosure.

Keywords

Green Thumb Industries, GTII, GTBIF, Benjamin Kovler, Form 4, Insider Trading, Share Disposition, Tax Withholding, Subordinate Voting Shares, CEO, 10b5-1 Plan