GTBIF 10-K & 10-Q changes, risk factors and insider trading

StateFuture state regulation of cannabis is uncertain.

We face competition from the illicit market as well as actual or purported 2018 Farm Bill compliant hemp products.

We are dependent on the popularity and of consumer acceptance of our brand portfolio.portfolio, which we license from a third party.

CannabisThe Controlled Substances Act (21 U.S.C. § 811) classifies cannabis as a Schedule I controlled substance, and as such, medical and adult-use cannabis use is illegal under U.S. federal law. In those states in which the use of cannabis has been legalized, its use remains a violation of federal law pursuant to the Controlled Substances Act (21 U.S.C. § 811). The Controlled Substances Act classifies cannabis as a Schedule I controlled substance, and as such, medical and adult-use cannabis use is illegal under U.S. federal law.Act. Even if cannabis is re-scheduled to Schedule III under the Controlled Substances Act,Act by executive order or legislative action, medical and adult-use cannabis would remain illegal under U.S. federal law without additional statutory changes. Unless and until Congress amends the Controlled Substances Act with respect to cannabis (and the President approves such amendment), there is a risk that federal authorities may enforce current federal law. If that occurs, we may be deemed to be producing, cultivating or dispensing cannabis and drug paraphernalia in violation of federal law. Since federal law criminalizing the use of cannabis pre-empts state laws that legalize its use, enforcement of federalFederal law regarding cannabis is a significant risk and would greatly harm our business, prospects, revenue, results of operation and financial condition.

As of December 31, 2024,2025, 40 states (and the territories of Guam, Puerto Rico, the U.S. Virgin Islands, the Northern Mariana Islands, and the District of Columbia) have legalized the cultivation and sale of cannabis for medical purposes. In 24 of those states, the sale and possession of cannabis is legal for both medical and adult-use, and the District of Columbia has legalized adult-use but not commercial sale. Ten of those states legalized adult-use sales within the last fourfive years. TwoIn 2024 and 2025, two states legalized (Nebraska) or expanded (Texas) medical cannabis in 2024.access.

StateFuture state regulation of cannabis is uncertain.

There is no assurance that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. For example, in 2025, citizen ballot initiatives in three states have sought to repeal all or some portion of their state’s adult-use cannabis laws. If the U.S. federal government begins to enforce U.S. federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing state laws are repealed or curtailed, the Company’s business or operations in those states or under those laws would be materially and adversely affected. As they amend or develop legislation and regulations, state and local regulators and legislatures may use the regulatory process to slow the growth of multistate operators like the Company, with the intent of creating increased opportunities for resident farmers and entrepreneurs, which could severely restrict our ability to operate in those jurisdictions. Federal actions against any individual or entity engaged in the cannabis industry or a substantial repeal of cannabis related legislation could adversely affect the Company, our business and our assets or investments. Maintaining compliance with complex and ever-changing regulations and laws, including sometimes unclear regulations and laws, can be a difficult task, and a materially compliant business can be found in violation of one or more laws, rules or regulations while remaining materially or substantially compliant with applicable state cannabis laws.

In addition, local laws and ordinances could restrict the Company’s business activity. Although the Company’s operations are legal under the laws of the states in which the Company’s business operate,operates, local governments have the ability to limit, restrict and ban cannabis businesses from operating within their jurisdiction. Land use, zoning, local ordinances and similar laws could be adopted or changed and have a material adverse effect on the Company’s business. As they amend or develop legislation and regulations, state and local regulators and legislatures may use the regulatory process to slow the growth of multistate operators like the Company, with the intent of creating increased opportunities for resident farmers and entrepreneurs, which could severely restrict our ability to operate in those jurisdictions.

AnWe immaterialhave portion of our businessinvestments in thecompanies, lastincluding fiscalRYM, yearthat involvedproduce, productssell containingand/or psychoactivemarket hemp.hemp-derived THC products. The Food and Drug Administration has not permitted the marketing of certain hemp-derived products, such as drinks, gummies, and other ingestible products. OurWhile psychoactivethe hemp-derived THC products we have invested in, to our knowledge, are not intended for use in the diagnosis, cure, mitigation, treatment, or prevention of a disease or condition.condition, Wewe can provide no assurance that ourthose products or operations will be deemed in compliance with federal regulations, including those enforced by the Food and Drug Administration.Administration, which could severely impair or eliminate the value of our investments. More recently, the 2026 Appropriations Act, enacted on November 12, 2025, includes a provision (section 781) to amend the definition of hemp in the 2018 Farm Bill to effectively eliminate the currently commercialized hemp-derived THC products.

InThere deferencecan tobe no guarantee or assurance whatsoever that the Foodupcoming andfederal Drugprohibition Administration,of hemp-derived THC products will be resolved favorably for the hemp derived products industry. Additionally, various states and municipalities have declared that the sale of certain hemp-derived products are illegal. There can be no guarantee or assurance whatsoever that the Food and Drug Administration’s regulatory concerns about hemp-derived products will be resolved favorably for the hemp derived products industry. Aggressive law enforcement against the hemp-derived products industry by federal, state or local authorities and agencies may have a material adverse effect on us and the trading pricevalue of our Subordinateinvestments Votingin Shares.companies that produce hemp-derived products.

The United States Department of the Treasury’s Financial Crimes Enforcement Network, which we refer to as FinCEN, issued a memorandum on February 14, 2014, which we refer to as the FinCEN Memorandum, outlining the pathways for financial institutions to bank cannabis businesses in compliance with federal enforcement priorities. The FinCEN Memorandum states that in some circumstances, it is permissible for banks to provide services to cannabis-related businesses without risking prosecution for violation of federal money laundering laws. The FinCEN Memorandum refers to the Cole Memorandum’s enforcement priorities.

TheWhile it has not done so in the more than ten years since the FinCEN Memorandum, the Department of Justice continues to have the right and power to prosecute crimes committed by banks and financial institutions, such as money laundering and violations of the Bank Secrecy Act, that occur in any state including states that have in some form legalized the sale of cannabis. Further, the conduct of the Department of Justice’s enforcement priorities could change for any number of reasons. A change in the Department of Justice’s priorities could result in the prosecution of banks and financial institutions for crimes that were not previously prosecuted.

The FinCEN Memorandum does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the Department of Justice, FinCEN or other federal regulators. Thus, most banks and other financial institutions in the United States do not appear comfortable providing banking services to cannabis-related businesses or relying on this guidance given that it has the potential to be amended or revoked by the current administration.or future administrations. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses. As a result, we may have limited or no access to banking or other financial services in the United States. In addition, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with any organization that sells a controlled substance, regardless of whether the state it operates in permits cannabis sales. Our inability or limitation of our ability to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments may make it difficult for us to operate and conduct our business as planned or to operate efficiently.

In the United States, the “SAFE Banking Act” which has been passed by the U.S. House of Representatives seven times, most recently on July 14, 2022 as an amendment to the National Defense Authorization Act, would grant banks and other financial institutions immunity from federal criminal prosecution for servicing Marijuana-Related Businesses if the underlying cannabis business follows state law. However, while the U.S. Senate Banking Committee passed the “SAFER Banking Act” on a bipartisan vote of 14-9 in September 2023, that bill has yet to be brought to the U.S. Senate floor and faces an uncertain future in the U.S. House of Representatives. TheThere potentialis futurerenewed passageinterest in banking reform following President Trump’s Executive order directing the Department of theJustice billto isreschedule furthercannabis, complicatedhowever, by the change in party control and the current narrow majorities in both chambers of the U.S. Congress. Therethere can be no assurance that it will be passed as presently proposed or at all.

Our business and activities are heavily regulated in all jurisdictions where we conduct business. Our operations are subject to various laws, regulations and guidelines by state and local governmental authorities relating to the manufacture, marketing, management, transportation, storage, sale, pricing and disposal of cannabis and cannabis oil, and also including laws and regulations relating to health and safety, insurance coverage, the conduct of operations and the protection of the environment. Laws and regulations, applied generally, grant government agencies and self-regulatory bodies broad administrative discretion over our activities, including the power to limit or restrict business activities as well as impose additional disclosure requirements on our products and services. Achievement of our business objectives is contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all necessary regulatory approvals for the manufacture, production, storage, transportation, sale, import and export, as applicable, of our products. The commercial cannabis industry is still a new industry at the state and local level. The effect of relevant governmental authorities’ administration, application and enforcement of their respective regulatory regimes and delays in obtaining, or failure to obtain, applicable regulatory approvals which may be required may significantly delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on our business, prospects, revenue, results of operation and financial condition. Any failure to comply with the regulatory requirements applicable to our operations may lead to possible sanctions including the revocation or imposition of additional conditions on licenses to operate our business; the suspension or expulsion from a particular market or jurisdiction or of our key personnel; the imposition of additional or more stringent inspection, testing and reporting requirements; and the imposition of fines and censures. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase compliance costs or give rise to material liabilities and/or revocation of our licenses and other permits, which could have a material adverse effect on our business, results of operations and financial condition. Furthermore, governmental authorities may change their administration, application or enforcement procedures at any time, which may adversely impact our ongoing costs relating to regulatory compliance. Maintaining compliance with complex and ever-changing regulations, including sometimes unclear regulations and laws, can be a difficult task, and a materially compliant business can be found in violation of one or more laws, rules or regulations while remaining materially or substantially compliant with applicable state cannabis laws.

We face intense competition from other companies, some of which have longer operating histories and more financial resources and manufacturing, retail and marketing experience than us. Additionally, if cannabis is rescheduled to a Schedule III drug, there may be a surge of additional competitors in the market, including from well-capitalized companies such as those in the pharmaceutical, tobacco, or alcohol industries. Increased competition by larger and better financed competitors could materially and adversely affect our business, financial condition and results of operations.

Because of the early stage of the industry in which we operate, we face additional competition from new entrants, participants in the illicit market that face significantly lower costs to operate, and sellers of unregulated psychoactive hemp-based products.entrants. If the number of consumers of cannabis in the states in which we operate our business increases, the demand for products and qualified talent will increase and we expect that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, we will require a continued high level of investment in research and development, marketing, sales, talent retention and customer support. We may not have sufficient resources to maintain research and development, marketing, sales and customer support efforts on a competitive basis, which could materially and adversely affect our business, financial condition and results of operations. Additionally, as the number of available licenses increase in the markets in which we operate, additional competition and increased product availability may result in competitors undercutting our prices. From time to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share, which could materially reduce our revenues. A decline in the price of the Subordinate Voting Shares could affect our ability to raise further working capital and adversely impact our ability to continue operations.

We face competition from the illicit market as well as actual or purported 2018 Farm Bill compliant hemp products.

WeIn addition to the competitor types discussed above, we face and expect to continue to face competition from unregulatedhemp-derived psychoactive hemp-based products, including actual or purported Farm Bill compliant hempTHC products and illicit cannabis businesses, some of which are unlicensed and unregulated. PsychoactiveAt hemp-basedleast products,until includingNovember Farm2026, Billhemp-derived compliantTHC hemp products,products are generally not subject to the intensive and costly state-level regulatory regimes that medical and adult-use cannabis are subject to. These products generally are not produced in adherence with the same laws, regulations, rules, tax regimes and other restrictions that are applicable to us, which significantly reduces these producers’ costs, and may have a material adverse effect on our business. In addition, although not subject to the same quality and health and safety regulations applicable to medical and adult-use cannabis businesses, if actualhemp-derived or purported Farm Bill compliant hempTHC products cause harm to their users, that could result in a material adverse effect on the perception of cannabis use and its legality.

We are dependent on the popularity of consumer acceptance of our brand portfolio.portfolio, which we license from a third party.

Our ability to generate revenue and be successful in the implementation of our business plan is dependent on consumer acceptance of and demand for our products. Acceptance of our products depends on several factors, including availability, cost, ease of use, familiarity of use, convenience, effectiveness, safety and reliability. If these customers do not accept our products, or if such products fail to adequately meet customers’ needs and expectations, our ability to continue generating revenues could be reduced. As the number of available cannabis licenses increase in the markets in which we operate, and the illicit market and psychoactivehemp-derived hemp-basedTHC products proliferate, additional competition and increased product availability may result in competitors undercutting our prices. From time to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share, which could materially reduce our revenues.

Research regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis or isolated cannabinoids (such as cannabidiol, commonly referred to as CBD and THC) remains in early stages. ThereWe haveneed beenmore relativelydouble-blind fewplacebo clinical trials onin the U.S. to demonstrate the benefits of cannabis or isolated cannabinoids (such as CBD and THC)., safe dosing, and safe and effective product formats for specific medical conditions. Although we believe that various articles, reports and studies support our beliefs regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis, future research and clinical trials may prove such statements to be incorrect, or could raise concerns regarding, and perceptions relating to, cannabis. Further, because of the federal illegality of cannabis and associated limits on our ability to properly fund and conduct research on cannabis and the lack of formal Food and Drug Administration oversight of cannabis, there is limited information about the long-term safety and efficacy of cannabis in it various forms, when combusted or combined with various cannabis and/or non-cannabis derived ingredients and materials or when ingested, inhaled or topically applied. Future research or oversight may reveal negative health and safety effects, which may significantly impact our reputation, operations and financial performance.

Under Section 280E of the IRC, weno are not allowed to take any deductionsdeduction or creditscredit shall be allowed for any amountsamount paid or incurred during the taxable year in carrying on any trade or business if thesuch trade or business (or the activities which comprise thesuch trade or business) consists of trafficking in controlled substances (within the meaning of SchedulesSchedule I and II of the Controlled Substances Act). which is prohibited by Federal law or the law of any state in which such trade or business is conducted. The U.S. Internal Revenue Service has applied this provision to cannabis operations, prohibiting them from deducting certain expenses associated with cannabis businesses. While Section 280E may have a lesser impact on cannabis cultivation and manufacturing operations, it has outsized impacts on retail operations. Accordingly, unless and until cannabis is rescheduled to Schedule III of the Controlled Substances Act or other legislative change happens, Section 280E has a significant impact on the operations of cannabis companies and an otherwise profitable business may operate at a loss, after taking into account its U.S. income tax expenses. We have taken the position that Section 280E does not apply to our business and therefore have recorded a corresponding uncertain tax position starting with tax year 2024. There is a risk that the Internal Revenue Service could challenge the Company’s position, which could result in significant tax and other liabilities.

We may invest in companies which may not be able to meet anticipated development targets or otherwise be successful in the future.

We may make investments in companies with no significant sources of operating cash flow and no revenue from operations, that are in early stages of development, or that have high-risk profiles.profiles for reasons including, but not limited to, a rapidly changing regulatory environment. Our investments in such companies will be subject to risks and uncertainties that new companies with no or limited operating history may face. In particular, there is a risk that our investment in these companies will not be able to meet anticipated development targets or will not generate revenue at all. If these companies underperform or fail to continue to develop, their businesses may fail, which could have a material adverse effect on our business, prospects, revenue, results of operation and financial condition.

CompetitionLimitations forrelated to the acquisition and leasing of properties suitable for the cultivation, production and sale of medical and adult-use cannabis may impede our ability to make acquisitionsacquire or increaselease thedesirable costproperties ofat thesefair acquisitions,market rates, which could adversely affect our operating results and financial condition.

We compete for the acquisition and leasing of properties suitable for the cultivation, production and sale of medical and adult-use cannabis with entities engaged in agriculturetraditional agriculture, and those engaged in real estate investment activities,activities includingand corporatewith agricultureother companies,cannabis cultivators, producers and sellerssellers. of cannabis. In addition,Furthermore, in certainmany markets themarkets, local governments have authorityplaced totight chooserestrictions on where any cannabis establishmentcultivation, willproduction and sale facilities may be located. TheseIn authorizedaddition, areasdue are frequently removed from other retail operations. Because ‎the cannabis industry remains illegal under U.S. federal law,to the disadvantaged tax status of businesses ‎deriving their income from cannabis, and thecontinued reluctance of the banking industry to support cannabis businesses, it ‎may be difficult for us to locate and obtain the rights to operate at various preferred locations.properties, and properties that are encumbered by loans from institutional banks. Property ‎owners may violate their mortgages by leasing to us, and those property owners that are willing to allow ‎use of their facilities for cannabis purposes may require payment ofdemand above fair market value rents to reflect the scarcity of such locations ‎and the perceived risks and costs of providing such facilities. All of these factors may prevent us from acquiring and leasing desirable properties, may cause an increase in the price we must pay for properties or may result in us having to lease our properties on less favorable terms than we expect.

Our competitors may adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms. In addition, due to a number of factors, the number of entities and the amount of funds competing for suitable investment properties may increase, resulting in increased demand and increased prices paid for these properties. If we pay higher prices for properties or enter into leases for such properties on less favorable terms than we expect, our profitability and ability to generate cash flow and make distributions to our stockholders may decrease. Increased competition for properties may also preclude us from acquiring those properties that would generate attractive returns to us.

As a result of recent and ongoing regulatory and policy changes in the medical and adult-use cannabis industries, laws that prevent widespread participation in and otherwise hinder market research in the medical and adult-use cannabis industry, and unreliable levels of market supply, the market data available is limited and unreliable. We must rely largely on our own market research to forecast sales, as detailed forecasts are not generally obtainable from other sources in the states in which our business operates. Additionally, any market research and our projections of estimated total retail sales, demographics, demand and similar consumer research, are based on assumptions from limited and unreliable market data. A failure in the demand for our products to materialize as a result of competition, technological change, failure of states to enforce cannabis regulations, the use of psychoactivehemp-derived hemp-basedTHC products or other factors could have a material adverse effect on our business, results of operations and financial condition.

Our success may depend on our ability to use and develop new extraction technologies, recipes, know-how and new strains of marijuanacannabis without infringing the intellectual property rights of third parties. We cannot assure that third parties will not assert intellectual property claims against us. We are subject to additional risks if entities licensing intellectual property to us do not have adequate rights to the licensed materials. If third parties assert copyright or patent infringement or violation of other intellectual property rights against us, we will be required to defend ourselves in litigation or administrative proceedings, which can be both costly and time consuming and may significantly divert the efforts and resources of management personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, require us to pay ongoing royalties or subject us to injunctions that may prohibit the development and operation of our applications.

Labor unions are working to organize workforces in the cannabis industry in general, and regulators are increasingly requiring us to enter into labor peace agreements with unions as a condition of receiving a license. Currently, underapproximately 15%20% of our total workforce has elected to be represented by a labor organization for purposes of collective bargaining. However, it is possible that greater portions of our workforce at retail and/or manufacturing locations will be organized in the future, which could lead to work stoppages or increased labor costs and adversely affect our business, profitability and our ability to reinvest into the growth of our business. We cannot predict how stable our relationships with U.S. labor organizations will remain or whether we can meet any unions’ requirements without impacting our financial condition. Labor unions may also limit our flexibility in dealing with our workforce. Work stoppages and instability in our union relationships could delay the production and sale of our products, which could strain relationships with customers and cause a loss of revenues which would adversely affect our operations.

Our business, financial condition, results of operations and cash flow may be negatively impacted by challenging global economic conditions. For example, during the COVID-19 pandemic, the U.S. and other world economies experienced turmoil due to the pandemic,turmoil, which resulted in global economic uncertainty, supply chain disruptions and other issues.

Additionally, the U.S. has imposed and may impose additional quotas, duties, tariffs, retaliatory or trade protection measures or other restrictions or regulations and may adversely adjust prevailing quota, duty or tariff levels, which can affect both the materials that we use to package our products and the sale of finished products. For example, the tariffs imposed by the U.S. on materials from China are impacting materials that we import for use in packaging in the U.S. Measures to reduce the impact of tariff increases or trade restrictions, including geographical diversification of our sources of supply, adjustments in packaging design and fabrication or increased prices, could increase our costs, delay our time to market and/or decrease sales. General uncertainty about the state of tariffs for various markets and rapid changes in U.S. foreign trade policy can also create disruptions that impact the prices we must pay for these foreign products. Other governmental action related to tariffs or international trade agreements has the potential to adversely impact demand for our products and our costs, customers, suppliers and global economic conditions and cause higher volatility in financial markets. While we actively review existing and proposed measures to seek to assess the impact of them on our business, changes in tariff rates, import duties and other new or augmented trade restrictions could have a number of negative impacts on our business, including higher consumer prices and reduced demand for our products and higher input costs.

Green Thumb’s core business is manufacturing, distributing and marketing a portfolio of owned cannabis consumer packaged goods brandsbrands, including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM (which we refer to as our Consumer Packaged Goods business), including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM.. The Company distributes and markets these products primarily to third-party licensed retail cannabis stores across the United States as well as to Green Thumb-owned retail stores (which we refer to as our Retail business). The Company developed and acquired its consumer packaged goods brands over the course of the Company’s operating history and then, in transactions that closed on May 20, 2025 and August 27, 2026, the Company, through sales of the equity interests of indirectly owned subsidiaries, sold the intellectual property related to those brands to RYTHM, Inc (formerly known as Agrify Corporation, and referred to herein as “RYM”). In connection with this sale, the Company entered into licensing arrangements with RYM for the Company’s continued, exclusive use of these brands for cannabis products in its existing markets. As of December 31, 2025, the Company owns approximately 33% of the outstanding shares of common stock of RYM.

Green Thumb owns and operates a national cannabis retail chain called RISE Dispensaries that aims to bring patients and customers a variety of high-quality products at a multiple price points and provide excellent service. In addition, Green Thumb owns or operates stores under other names, primarily where naming is subject to licensing or similar restrictions. The income from Green Thumb’s retail stores is primarily derived from the sale of cannabis-related products, which includes the sale of Green Thumb produced products as well as those produced by third parties, with an immaterial (under 10%) portion of this income resulting from the sale of other merchandise (such as t-shirts and accessories for cannabis use). RISE Dispensaries are located in the fourteen states in which we operate. As of December 31, 2024,2025, the Company had 101113 open and operating retail locations. The Company’s new store opening plans will remain fluid depending on market conditions, obtaining local licensing, construction and other permissions and subject to the Company’s capital allocation plans as described above and under the heading “Liquidity, Financing Activities During the Period, and Capital Resources” below.

The key drivers for the increase in Consumer Packaged Goods revenue was the launch of adult-use sales in Maryland and Ohio, as described above, as well as continued growth in existing markets, particularly in New York, partially offset by price compression. During the year ended December 31, 2024,2024 Consumer Packaged Goods revenue made up 27% of total revenue as compared to 25% of total revenue in 2023.

Gross profit for the year ended December 31, 2024 was $601,109 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 53%. This is compared to gross profit for the year ended December 31, 2023 of $526,495 thousand,thousand or a 50% gross margin. The increase in gross profit (dollars) was directly attributable to the revenue increase as described above.

Total expenses for the year ended December 31, 2024 were $376,684 thousand or 33% of revenues, net of discounts, resulting in ana increase of $34,821 thousand compared to the prior year. Total expenses for the year ended December 31, 2023 were $341,863 thousand or 32% of revenues, net of discounts. The increase in total expenses was attributable to Retail salaries and benefits, depreciation expense and other operational and facility expenses mainly as a result of the Company’s addition of ten new Retail stores in 2024.

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $33,312 thousand and $28,189 thousand for the years ended December 31, 2024 and 2023, respectively, as well as other non-operatingnonoperating items of $371 thousand and $12,228 thousand, Adjustedrespectively, Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) was $371,318 thousand and $325,839 thousand for the years ended December 31, 2024 and 2023, respectively.

The net expense of $126,288 thousand for the year ended December 31, 2024 includes current tax expense of $132,338 thousand and deferred tax expensebenefit of $(6,050) thousand in the current period.

Year Ended December 31, 2023 Compared to thewith Year Ended December 31, 2022

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $28,189 thousand and $27,140 thousand for the years ended December 31, 2023 and 2022, respectively, as well as other nonoperating items of $12,228 thousand and $(21,893) thousand, respectively, and impairment of goodwill and intangible assets of $0 thousand and $88,503 thousand, respectively, Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) was $325,839 thousand and $311,478 thousand for the years ended December 31, 2023 and 2022, respectively.

Revenues, net of discounts, for the Retail segment were $791,480 thousand for the year ended December 31, 2023, an increase of $28,314 thousand or 4%, compared to the year ended December 31, 2022. The2022.The increase in revenue was largely due to legalization of adult-use sales in New Jersey, which began on April 21, 2022, Rhode Island which began on December 1, 2022, Connecticut, which began on January 10, 2023, and Maryland, which began on July 1, 2023, as well as revenue generated from new Retail stores opened in the current period, partially offset by price compression.

The Company derives its revenue from two revenue streams: a Retail business in which it sells finished goods sourced from third-party cannabis manufacturers in addition to the Company’s own Consumer Packaged Goods products direct to the end consumer in its Retail stores; and a Consumer Packaged Goods business in which it manufactures, sells and distributes its portfolio of Consumer Packaged Goods brands including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green incredibles, and RYTHM, primarily to third-party retail customers, as well as direct-to-consumer delivery where allowed by state law. Our consumer packaged goods are branded under intellectual property licensing arrangements from RYM following our sale of those brands to RYM in May and August 2025.

During the year ended December 31, 2024,2025, the Company continued to focus on creating sustainable, profitable growth of the Company’s business while pursuing expansion. Green Thumb expects to continue its growth strategy for the foreseeable future as the Company expands its Consumer Packaged Goods and Retail footprint within its current markets with acquisitions and partnerships, and scales resources into new markets.

General and administrative expenses include costs incurred at the Company’s corporate offices, primarily related to back office personnel costs, including salaries, incentive compensation, benefits, stock-based compensation and other professional service costs, and fair value adjustments on the Company’s contingent consideration arrangements. The Company expects to continue to invest considerably in this area, in particular, stock-basedincentive compensation expense is expected to continue to increase in order to support the business by attracting and retaining top-tier talent. General and administrative expenses also include professional fees associated with being a publicly traded company in Canada and registered with the SEC.

The Company is subject to income taxes in the jurisdictions in which it operates and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. AsThe U.S. Internal Revenue Service has taken the Companyposition operates in the federally illegalthat cannabis industry,companies it isare subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”), Section 280E,280E under which taxpayerscannabis companies are only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E and a higher effective tax rate than most industries.280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate towith pre-tax income orand loss.provides for effective tax rates that are well in excess of statutory tax rates.

EBITDAEBITDA, Adjusted EBITDA, and AdjustedNormalized EBITDA are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.

As of December 31, 20242025 and 2023,2024, the Company had total current liabilities of $164,969$177,315 thousand and $126,050$164,969 thousand, respectively, and cash and cash equivalents of $171,687$274,298 thousand and $161,634$171,687 thousand, respectively, to meet its current obligations. The Company had working capital of $238,931$399,856 thousand as of December 31, 2024,2025, an increase of $22,219$160,925 thousand as compared to December 31, 2023.2024. This increase in working capital was primarilylargely drivenattributable byto: anlower increaseincome intaxes inventorypaid, the maturity of the $27,000 thousand related party note receivable, partially offset by anthe increaseCompany's investment in compensationacquisition related accruals.activities and the repurchase of Subordinate and Super Voting Shares through the Company's share repurchase program.

The Company generates cash from its operations and deploys its capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and near term. Capital reserves are primarily being utilized for capital expenditures, facility improvements, strategic investment opportunities, product research, design, development and marketing, as well as customer, supplier and investor and industry relations. For additional details regarding financing, See Note 9—Notes Payable.

In July 2024, the Company received Findings of Fact and Conclusions of Law regarding an October 30, 2019 complaint filed against the Company alleging the Company breached a commercial property lease with ineffective termination. TheOn June 25, 2025, the Company received the Final Judgment from the court ruledruling in favor of plaintiff landlord in the amount of $7,307 thousand, representing unpaid rent. In addition, the court found the Company liable for interest and attorney fees.fees in the amount of $912 thousand. As a result, the Company accrued the amount of probable loss that can reasonably be estimated within accrued liabilities on the Company's consolidated balance sheets. No final Order of Judgment has been entered in the case and the Company has reserved all rights and intends to contest the findings, including an appeal if necessary.

Investments include private company investments which are carried at fair value based on the value of the Company’s interests in the private companies determined from financial information provided by management of the companies, which may include operating results, subsequent rounds of financing and other appropriate information. Any change in fair value is recognized on the consolidated statementstatements of operations.

The Company applies the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update, (“ASU”) 2011-08 Intangibles-Goodwill and Other-Testing Goodwill for Impairment, which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero0”) to determine whether further quantitative analysis for impairment of goodwill is necessary. In performing Step Zero0 for the Company’s goodwill impairment test, the Company is required to make assumptions and judgments including but not limited to the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, and the overall future financial performance of its reporting units and future opportunities in the markets in which they operate. If impairment indicators are present after performing Step Zero,0, the Company would perform a Step 1 quantitative impairment analysis to estimate the fair value of goodwill.

This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Green Thumb Industries Inc. (the “Company” or “Green Thumb”) is for the three and six months ended MarchJune 31,30, 2026 and 2025. It is supplemental to, and should be read in conjunction with, the Company’s unaudited interim condensed consolidated financial statements as of MarchJune 31,30, 2026 and the consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 25, 2026 (the “2025 Form 10-K”) and the accompanying notes for each respective period. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

Established in 2014 and headquartered in Chicago, Illinois, Green Thumb, a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable, profitable growth. As of MarchJune 31,30, 2026, Green Thumb has operations in fourteen U.S. markets, employs approximately 4,900 people and serves millions of patients and customers annually.

Green Thumb’s core business is manufacturing, distributing and marketing a portfolio of cannabis consumer packaged goods brands, including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM (which we refer to as our Consumer Packaged Goods business). The Company distributes and markets these products to third-party licensed retail cannabis stores across the United States as well as to Green Thumb-owned retail stores (which we refer to as our Retail business). The Company developed and acquired its consumer packaged goods brands over the course of the Company's operating history and then, in transactions that closed on May 20, 2025 and August 27, 2025, the Company, through sales of equity interests of indirectly owned subsidiaries, sold the intellectual property related to those brands to RYTHM, Inc (formerly known as Agrify Corporation, and referred to herein as "“RYM"”). In connection with this sale, the Company entered into licensing arrangements with RYM for the Company's continued, exclusive use of these brands for cannabis products in its existing markets.markets (the “License Agreements”). On March 31, 2026, the License Agreements were amended to replace the original revenue-based fee structure with fixed annual licensing fees. The amendmentamendments became effective on April 1, 2026. As of MarchJune 31,30, 2026, the CompanyCompany, owns approximately 33% of the outstanding shares of common stock of RYM.RYM and has the right to acquire additional shares that could increase the Company's ownership percentage to more than 90%. Such rights are subject to certain conditions including approval of RYM shareholders (which will be voted on at a special meeting to be held on August 10, 2026).

The Company’s Consumer Packaged Goods portfolio is primarily generated from plant material that Green Thumb grows and processes itself, which we use to produce our consumer packaged goods in twenty manufacturing facilities. This portfolio consists of cannabis product categories, including flower, pre-rolls, concentrates, vape, capsules, tinctures, edibles, topicals, as well as other cannabis-related products across a range of stock keeping units ("“SKUs"”) (of which none of whichthese product categories are individually material to the Company).

Green Thumb owns and operates a national cannabis retail chain called RISE Dispensaries that aims to bring patients and customers a variety of high-quality products at multiple price points and provide excellent service. In addition, Green Thumb owns stores under other names, primarily where naming is subject to licensing or similar restrictions. The income from Green Thumb’s retail stores is primarily derived from the sale of cannabis-related products, which includes the sale of Green Thumb produced products as well as those produced by third parties, with an immaterial (under 10%) portion of this income resulting from the sale of other merchandise (such as t-shirts and accessories for cannabis use). RISE Dispensaries currently are located in the fourteen states in which we operate. As of MarchJune 31,30, 2026, the Company had 114123 open and operating Retail stores. The Company’s new store opening plans will remain fluid depending on market conditions, obtaining local licensinglicensing, construction and other permissions, construction considerationspermissions and subject to the Company’s capital allocation plans as described under the heading “Liquidity, Financing Activities During the Period, and Capital Resources” below.

The following table sets forth the Company’s selected consolidated financial results for the periods, and as of the dates, indicated. The (i) unaudited interim condensed consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 and (ii) unaudited interim condensed consolidated balance sheetsheets as of MarchJune 31,30, 2026 and December 31, 2025 have been derived from, and should be read in conjunction with, the unaudited interim condensed consolidated financial statements and accompanying notes presented in Item 1 of this quarterly report on Form 10-Q.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

RevenueRevenues, net of discounts for the three months ended MarchJune 31,30, 2026 was $300,190$306,683 thousand, upan 7%increase of 5% from $279,540$293,257 thousand during the three months ended MarchJune 31,30, 2025. KeyThe performanceincrease driversin forrevenue was largely due to the period included: (i) launch of adult-use sales in Minnesota which began on September 17, 2025, (ii)as well as continued growth in existing markets, particularly in Florida,Connecticut, OhioFlorida and NewOhio, York; and (iii) revenue generated from new Retail stores opened in the current period,partially offset by price compression and increased competition in select markets.

The Company generated revenue from 114123 Retail stores during the quarter compared to 103108 in the same quarter of the prior year. Retail revenues made up 69% of total revenues during the three months ended MarchJune 31,30, 2026 as compared to 71%70% during the three months ended MarchJune 31,30, 2025. Since MarchJune 31,30, 2025, the Company opened or acquired elevenfifteen Retail stores.

Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within ourthe Company's state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the three months ended MarchJune 31,30, 2026 was $156,545$168,809 thousand, upan increase of 15% from $136,265$147,001 thousand for the three months ended MarchJune 31,30, 2025,2025. The increase in cost of goods sold was primarily driven by continuedRYM growthlicensing infees existingof markets,$15,750 particularlythousand, in Florida, Ohio and New York,the legalization of adult-use sales in Minnesota as described above, continued growth in existing markets, particularly in Connecticut, Florida and Ohio, and new and acquired Retail store openings since MarchJune 31,30, 2025. In addition, during the three months ended March 31, 2026, the Company incurred licensing fees of $8,978 thousand in conjunction with its brand licensing agreements.

Gross profit for the three months ended MarchJune 31,30, 2026 was $143,645$137,874 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 48%.45%. This is compared to gross profit for the three months ended MarchJune 31,30, 2025 of $143,275$146,256 thousand, or a 51%50% gross margin. The decrease in gross marginprofit was primarily drivenattributable byto an increase in RYM licensing fees incurred in the current period and price compression asin discussedselect above.markets.

Total expenses for the three months ended MarchJune 31,30, 2026 were $102,911$117,907 thousand, or 34%38% of revenues, net of discounts, an increase of $2,118$11,084 thousand compared to the same period in the prior year. Total expenses for the three months ended MarchJune 31,30, 2025 were $100,793$106,823 thousand or 36% of revenues, net of discounts. The increase in total expenses was primarily attributable to overall salarycompensation and benefits of corporate staff and increased costs associated with the opening, acquiringacquisition and operation of Retail stores as described above.

Total other income (expense) for the three months ended MarchJune 31,30, 2026 was $22,405$4,019 thousand, ana increasefavorable change of $25,171$13,106 thousand, primarily due to athe one-timeloss arbitrationon settlementsale of $17,000intellectual thousandproperty and incomerights associated with theGreen Company'sThumb's relatedformer partybrand, equityincredibles, method investment into RYM during the three months ended MarchJune 31,30, 2026.2025.

Income before provision for income taxes and non-controlling interest for the three months ended MarchJune 31,30, 2026 was $63,139$15,948 thousand, ana increasedecrease of $23,423$6,360 thousand compared to the three months ended MarchJune 31,30, 2025.

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $10,517$10,618 thousand and $10,309$11,966 thousand in the three months ended MarchJune 31,30, 2026 and 2025, respectively, and other nonoperating expenses (income), of $870$4,803 thousand and $3,045$1,670 thousand in three months ended MarchJune 31,30, 2026 and 2025, respectively, Adjusted Earnings Before Interest Depreciation and Amortization (“Adjusted EBITDA”) was $84,534$68,564 thousand and $85,247$82,740 thousand, respectively. In addition, Adjusted EBITDA excluding the licensing fees recorded in conjunction with the Company's licensing agreement with RYM (“Normalized EBITDA”) was $93,512$84,314 thousand for the three months ended MarchJune 31,30, 2026. More information on Normalized EBITDA is also presented under the heading “Non-GAAP Measures” below.

Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the three months ended MarchJune 31,30, 2026, federal and state income tax expense totaled $48,092$12,521 thousand compared to expense of $31,315$21,576 thousand for the three months ended MarchJune 31,30, 2025. The decrease in income tax expense was primarily due to the DOJ's final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. The final order became effective on April 28, 2026.

The following table summarizes revenues, net of discounts by segment for the three and six months ended MarchJune 31,30, 2026 and 2025:

Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025

Revenues, net of discounts, for the Retail segment were $208,060$212,575 thousand, an increase of $9,388$7,291 thousand or 5%,thousand, compared to the three months ended MarchJune 31,30, 2025. The increase in Retail revenues, net of discounts,revenue was primarilylargely drivendue byto (i)the launch of adult-use sales in Minnesota which began on September 17, 2025, (ii)as well as continued growth in existing markets, particularly in Connecticut and Florida;Florida, and (iii) revenue generated from new Retail stores opened in the current period,partially offset by price compression and increased competition in select markets.

Revenues, net of discounts, for the Consumer Packaged Goods Segmentsegment were $167,539$175,656 thousand, aan decreaseincrease of $2,745$6,219 thousand or 2%,4%, compared to the three months ended MarchJune 31,30, 2025. The decreaseincrease in Consumer Packaged Goods revenues, net of discounts,revenue was primarilylargely due to price compression and increased competition, partially offset by the launch of adult-use sales in Minnesota, which began on September 17, 2025.2025, as well as continued growth in existing markets, particularly in Ohio and New Jersey, partially offset by price compression and increased competition in select markets.

Intersegment eliminations associated with the Consumer Packaged Goods Segmentsegment were $75,409$81,548 thousand, a decrease of $14,007 thousand or 16%as compared to the$81,464 thousand during three months ended MarchJune 31,30, 2025. The decrease in intersegment eliminations was driven by a reduction in sales to Green Thumb operated Retail stores. The Consumer Packaged Goods revenues, net of intersegment eliminations, made up 31% of total revenues during the three months ended MarchJune 31,30, 2026 as compared to 29%30% during the three months ended MarchJune 31,30, 2025.

The Company derives its revenue from two revenue streams: a Consumer Packaged Goods business in which it manufactures, sells and distributes to third-party customers a portfolio of Consumer Packaged Goods brands, which are licensed from RYM,brands including &Shine, Beboe, Dogwalkers, Dr. Solomon’s, Good Green, incredibles,incredibles and RYTHMRYTHM, primarily to third-party customers; and a Retail business in which it sells finished goods sourced primarily from third-party cannabis manufacturers in addition to the Company’s own Consumer Packaged Goods products direct to the end consumer in its Retail stores, as well as direct-to-consumer delivery where applicablepermitted by state law.

For the three and six months ended MarchJune 31,30, 2026, revenue was contributed from Retail and Consumer Packaged Goods and Retail sales across California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia.

During the three and six months ended MarchJune 31,30, 2026, the Company continued to focus on creating sustainable, profitable growth of the Company’s business while pursuing expansion. Green Thumb expects to continue its growth strategy for the foreseeable future as the Company expands its Consumer Packaged Goods and Retail footprint within its current markets with acquisitions and partnerships, and scales resources into new markets.

The Company is subject to income taxes in the jurisdictions in which it operates, and consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. The U.S. Internal Revenue ServiceIRS has taken the position that companies that operate in the federally illegal cannabis industry, are subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E, under which taxpayers are only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. On April 23, 2026, the DOJ issued a final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. This change will prospectively reduce a portion of the Company's provision for uncertain tax positions. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates.

As of MarchJune 31,30, 2026, and December 31, 2025 the Company had total current liabilities of $194,155$218,795 thousand and $177,315 thousand, respectively, and cash and cash equivalents of $344,512$283,586 thousand and $274,298 thousand, respectively, to meet its current obligations. The Company had working capital of $479,695$405,522 thousand as of MarchJune 31,30, 2026, an increase of $79,839$5,666 thousand as compared to December 31, 2025. TheThis increase in working capital was primarily driven by proceeds received from the increase in the Company's syndicated Credit Facility and the reclassification of the August 2025 convertible note receivable from RYM,RYM to current assets.assets, partially offset by acquisitions as well as the repurchase of 13,438,787 Subordinate Voting Shares through the Company's share repurchase program.

Net cash provided by (used in) operating, investing and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025 were as follows:

The Company's net cash flows provided by operating activities for the threesix months ended MarchJune 31,30, 2026 of $75,799$104,810 thousand increaseddecreased by $1,580$25,856 thousand from $74,219$130,666 thousand for the threesix months ended MarchJune 31,30, 2025, primarily due to lowerchanges incomein taxesworking paidcapital, partially offset by changeslower inincome workingtaxes capital during the current period.paid.

The Company's net cash flows used in investing activities for the threesix months ended MarchJune 31,30, 2026 of $20,575$54,550 thousand decreased by $9,993$43,691 thousand from $30,568$98,241 thousand for the threesix months ended MarchJune 31,30, 2025. The decrease in cash used in investing activities was2025, primarily attributabledue to a reduction in theacquisition Company'sactivity purchases ofand property plant and equipment duringexpenditure in the current period as compared to the prior period.

The Company's net cash flows provided by (used in) financing activities for the threesix months ended MarchJune 31,30, 2026 of $5,706$51,956 thousand increased by $10,462$24,767 thousand from a use of ($4,756)$27,189 thousand for the threesix months ended MarchJune 31,30, 2025, primarily due to shares repurchased during the current period, partially offset by proceeds from the issuance of notes payable partially offset by shares repurchased during the current period.payable.

Maturities of notes payable as of MarchJune 31,30, 2026 were as follows:

As of MarchJune 31,30, 2026, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.