RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES |
3 Months Ended | |||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||
| RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES | 14. RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES
The Company acquired a noncontrolling financial interest in Agrify Corporation (now known as RYTHM Inc. or “RYM”) in November 2024. In connection with the transaction, Benjamin Kovler, Chairman and Chief Executive Officer and Armon Vakali, Vice President, Strategic Initiatives and Partnerships, both of Green Thumb, began serving as RYM's Chairman and Interim Chief Executive Officer and member of RYM's Board, respectively. The following is a summary of transactions between Green Thumb and RYM:
a) Equity Method Investment:
As of March 31, 2026 and December 31, 2025, the Company held approximately 33% ownership interest in RYM and accounted for the investment using the equity method of accounting. As of each of those periods then ended, the Company's investment in RYM had a carrying value of $159,491 thousand and $152,374 thousand, respectively. During the three months ended March 31, 2026 and 2025, the Company recorded earnings (losses) from its ownership interest in RYM of $6,479 thousand and ($650) thousand, respectively, within other income (expense) on the Company's unaudited interim condensed consolidated statements of operations.
b) Convertible Notes Receivable:
The Company extended convertible notes receivable (the “May 2025 Notes” and “August 2025 Notes”) to RYM in the previous year. The following amounts were held by the Company as of as of March 31, 2026 and December 31, 2025, respectively:
The May and August 2025 Notes bear interest of 10% per annum and are convertible into shares of RYM or pre-funded warrants at maturity. As of the year ended December 31, 2025, the August 2025 Notes were classified as non-current and, accordingly, were included within non-current notes receivable from related parties on the Company's unaudited interim condensed consolidated balance sheets.
As of March 31, 2026 and December 31, 2025, accrued interest associated with the Company's convertible notes receivable from RYM totaled $600 thousand and $2,326 thousand, respectively.
c) Licensing and Management Services Agreements:
In May and August 2025, Green Thumb sold its intellectual property rights in brands including RYTHM, incredibles, Beboe, Dogwalkers, Doctor Solomon's, &Shine and Good Green to RYM. As part of the transaction, RYM agreed to license the intellectual property rights back to Green Thumb in exchange for a licensing fee (the “License Agreements”). As of March 31, 2026, the Company incurred $8,978 thousand in license fees that were recorded within cost of sales on the Company's unaudited interim condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company owed RYM $6,621 thousand and $6,801 thousand, respectively in association with the License Agreements. Such amounts were included within accounts payable on the unaudited interim condensed consolidated balance sheets.
On March 31, 2026, the License Agreements were amended to replace the prior revenue-based fee structure with fixed annual licensing fees of $70,000 thousand, payable in monthly installments. The fees are subject to an annual increase equal to two times a Consumer Price Index-based escalator. No other terms of the License Agreements were modified. The amendment became effective on April 1, 2026.
14. RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES (Continued)
c) Licensing and Management Services Agreements (Continued):
Separately, the Company routinely provides operational support services to RYM pursuant to two shared services agreements, for which the Company was owed $3,235 thousand and $3,186 thousand, respectively. |
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