14. RELATED PARTY

On November 5, 2024, the Company acquired a noncontrolling financial interest in Agrify Corporation (“Agrify”) in exchange for $15,000 thousand in cash and $3,280 thousand in Subordinate Voting Shares of Green Thumb. As part of the transaction, the Company also acquired warrants that would allow the Company to extend its ownership stake if exercised, subject to certain beneficial ownership limitations - all of which remain outstanding as of June 30, 2025 and December 31, 2024, respectively. In addition, on November 5, 2024, the Company extended a convertible secured note to Agrify (the “Original Notes”), the carrying value of which was $10,000 thousand as of June 30, 2025 and December 31, 2024. The convertible note receivable matures on November 5, 2025 and bears interest at an annualized rate of 10%. At anytime prior to the maturity date, the Company may convert the notes to share of Agrify at a conversion rate of $3.158 per share, subject to Nasdaq ownership rules and regulations and applicable ownership limitations.

Benjamin Kovler, Chairman and Chief Executive Officer of Green Thumb, and Armon Vakali, Vice President, Strategic Initiatives and Partnerships of Green Thumb, were appointed by Agrify's Board of Directors to serve as Agrify's Chairman and Interim Chief Executive Officer and member of Agrify's Board, respectively.

Green Thumb's investment in Agrify had a carrying value of $18,223 thousand and $18,873 thousand as of June 30, 2025 and December 31, 2024, respectively. Such amounts were included within investment in associates on the Company’s unaudited interim condensed consolidated balance sheets. As of June 30, 2025 and December 31, 2024, the Company held a 34% ownership interest in Agrify and accounted for its investment using the equity method due to the significant influence Green Thumb has the ability to exert over Agrify.

On May 20, 2025, Green Thumb entered into an agreement with Agrify whereby Green Thumb agreed to sell its intellectual property in its incredibles brand as well as its farm bill compliant hemp business, operated in its former subsidiary, Core Growth LLC for $5,075 thousand in cash. As part of the transaction, Agrify agreed to license the intellectual property back to Green Thumb allowing the Company to continue production and sale of incredibles branded products. Separately, Green Thumb agreed to a licensing agreement with Agrify associated with Green Thumb's intellectual property in Beboe and RYTHM branded products. As a result of the transaction, Green Thumb recorded a loss on the sale of $11,678 thousand within other income (expense) on the unaudited interim condensed consolidated statement of operations.

On May 22, 2025, Agrify and Green Thumb amended the Original Notes to allow Green Thumb to receive pre-funded warrants in lieu of shares of Agrify. No other terms of the Original Notes were amended. In addition, Green Thumb issued an additional $27,000 thousand in convertible notes (the “New Notes”) to Agrify, due November 22, 2026. Other than the amount and maturity date, all of the terms of the New Notes are consistent with the Original Notes, as amended. As of June 30, 2025 and December 31, 2024, the Company recorded accrued interest of $787 thousand and $156 thousand, respectively, on the Notes receivable.

As of June 30, 2025 and December 31, 2024, Green Thumb performed management services for Agrify, pursuant to the shared services agreement, for which the Company was owed $1,344 thousand and $319 thousand, respectively.