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• The amendment removes all beneficial ownership limitations on conversion of RYTHM secured convertible notes (aggregate original principal $72.0 million) and exercise of pre-funded warrants for up to 9,731,638 shares held by RSLGH.
• The amendment also removes beneficial ownership limitations on certain pre-funded warrants that may be issued in the future under the notes or the Amended and Restated Shared Services Agreement dated May 20, 2025.
• The amendment becomes effective October 10, 2026, and Green Thumb will consolidate RYTHM in its financial statements beginning that date.
• Green Thumb does not currently intend to exercise any of the securities before or after the consolidation date; consolidation will occur solely by operation of the amendment terms.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP net income was $4.9 million, or $0.02 per basic and diluted share, compared to a net loss of $0.6 million in the prior year.
• Normalized EBITDA was $84.3 million, or 27.5% of revenue, up from $82.7 million in the prior year period.
• Cash at quarter end totaled $283.6 million, with total debt outstanding of $283.0 million.
• The company repurchased approximately 7.9 million Subordinate Voting Shares for $48.3 million during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment increases the quorum requirement for shareholder meetings from at least 5% to at least 33 1/3% of issued shares entitled to vote.
• The updated Amended and Restated Articles were filed as Exhibit 3.1 with the SEC.
• The change was reported under Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year).
• The report was signed by Bret Kravitz, General Counsel and Secretary, on July 15, 2026.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• The amendment was approved with 228,711,228 votes for, 6,491,284 against, and 576,257 abstentions, excluding broker non-votes.
• Shareholders set the number of directors at seven and elected all seven nominees: Dawn Wilson Barnes, Anthony Georgiadis, Jeffrey Goldman, Benjamin Kovler, Ethan Nadelmann, Richard Reisin, and Hannah (Buchan) Ross.
• Advisory approval was given to named executive officer compensation, with 233,451,939 votes for and 2,089,831 against.
• Baker Tilly US, LLP was approved as auditors, with 292,810,365 votes for and 1,938,036 withheld.
• The report was filed under Items 5.03, 5.07, and 9.01, with the amended articles filed as Exhibit 3.1.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Revenue for the quarter ended March 31, 2026 was $300.2 million, a 7.4% increase from the prior year period.
• Normalized EBITDA was $93.5 million, or 31.2% of revenue.
• Cash and cash equivalents totaled $344.5 million at quarter end.
• The company repurchased approximately 6.05 million shares for $33.3 million during the quarter, and approximately 7.4 million additional shares subsequent to quarter end.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Effective April 1, 2026, licensing fees change from revenue-based to fixed annual cash fees totaling $70 million, payable in monthly installments.
• The $70 million covers licenses for RYTHM Premium Cannabis, incredibles, Beboe, Dogwalkers, Doctor Solomon's, &Shine, and Good Green brands.
• Fees are subject to an annual increase based on a Consumer Price Index escalator, capped at 10% year-over-year per the 8-K.
• The amendment was made to help RYTHM comply with Nasdaq listing standards regarding revenue from the federally illegal cannabis industry.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 8.01 Other Events

• Fourth quarter 2025 revenue was $311.1 million, a 5.7% increase over the prior year; full-year 2025 revenue was $1.2 billion, up 3.4%.
• Normalized EBITDA for Q4 2025 was $100.2 million (32.2% of revenue); full-year Normalized EBITDA was $348.4 million (29.6% of revenue).
• Cash at quarter end was $274.3 million; total debt was $244.9 million, and the company increased its credit facility by $50 million after quarter end.
• The company expects Q1 2026 revenues to be sequentially down mid-single digits due to pricing pressure and seasonality.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment adds $50 million of term loans that rank pari passu with and have identical terms to the existing Closing Date Term Loans.
• Proceeds will be used to pay amendment costs and fees and to fund potential strategic investments and working capital needs.
• A press release announcing the amendment was issued on February 20, 2026.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits