10-Q

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

As of September 30, 2025 and December 31, 2024

(Amounts Expressed in United States Dollars)


	September 30,			December 31,
	2025			2024
				(Audited)
	(in thousands)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	226,211		$	171,687
Restricted Cash and Cash Equivalents		9,202			—
Accounts Receivable, Net		51,386			52,831
Income Tax Receivable		—			688
Convertible Note Receivable from Related Party		10,000			10,000
Inventories, Net		156,529			147,162
Prepaid Expenses		13,833			16,856
Other Current Assets		10,301			4,676
Total Current Assets		477,462			403,900
Property and Equipment, Net		720,911			716,014
Right of Use Assets, Net		237,602			246,281
Investments		43,736			43,578
Investments in Associates		36,542			40,305
Note Receivable		8,949			4,270
Convertible Note Receivable from Related Party		72,000			—
Intangible Assets, Net		442,734			488,287
Goodwill		594,439			589,691
Deferred Tax Assets		2,519			2,519
Deposits and Other Assets		2,291			2,167
TOTAL ASSETS	$	2,639,185		$	2,537,012
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current Liabilities:
Accounts Payable	$	24,537		$	24,767
Accrued Liabilities		82,760			86,162
Compensation Payable		18,701			25,350
Current Portion of Notes Payable		17,264			12,062
Current Portion of Lease Liabilities		16,693			14,296
Income Tax Payable		81,598			2,332
Total Current Liabilities		241,553			164,969
Long-Term Liabilities:
Lease Liabilities, Net of Current Portion		253,916			261,446
Notes Payable, Net of Current Portion and Debt Discount		230,185			242,896
Deferred Income Taxes		78,621			78,621
TOTAL LIABILITIES		804,275			747,932
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Subordinate Voting Shares (Shares Authorized, Issued and Outstanding at September 30, 2025: Unlimited, 207,294,093, and 207,294,093, respectively, at December 31, 2024: Unlimited, 211,128,045, and 211,128,045, respectively)		—			—
Multiple Voting Shares (Shares Authorized, Issued and Outstanding at September 30, 2025: Unlimited, 37,623 and 37,623, respectively, at December 31, 2024: Unlimited, 37,623 and 37,623, respectively)		—			—
Super Voting Shares (Shares Authorized, Issued and Outstanding at September 30, 2025: Unlimited, 206,690 and 206,690, respectively, at December 31, 2024: Unlimited, 206,690 and 206,690, respectively)		—			—
Share Capital		1,775,041			1,758,504
Contributed Deficit		(28,869	)		(26,854	)
Deferred Share Issuances		—			6,362
Accumulated Earnings		82,214			51,265
Equity of Green Thumb Industries Inc.		1,828,386			1,789,277
Noncontrolling interests		6,524			(197	)
TOTAL SHAREHOLDERS’ EQUITY		1,834,910			1,789,080
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,639,185		$	2,537,012

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

Three and Nine Months Ended September 30, 2025 and 2024

(Amounts Expressed in United States Dollars, Except Share Amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
		(in thousands)				(in thousands)
Revenues, Net of Discounts	$	291,369	$	286,865	$	864,166	$	842,818
Cost of Goods Sold		(147,342)		(139,274)		(430,608)		(399,778)
Gross Profit		144,027		147,591		433,558		443,040
Expenses:
Selling, General, and Administrative		107,286		104,967		314,902		275,725
Total Expenses		107,286		104,967		314,902		275,725
Income From Operations		36,741		42,624		118,656		167,315
Other Income (Expense):
Other Income (Expense), Net		38,110		(290)		24,097		411
Interest Income		3,300		2,665		7,333		7,082
Interest Expense, Net		(5,228)		(5,296)		(15,139)		(18,791)
Total Other Income (Expense)		36,182		(2,921)		16,291		(11,298)
Income Before Provision for Income Taxes And Non-Controlling Interest		72,923		39,703		134,947		156,017
Provision For Income Taxes		49,122		30,922		102,013		94,970
Net Income Before Non-Controlling Interest		23,801		8,781		32,934		61,047
Net Income Attributable to Non-Controlling Interest		513		165		1,985		643
Net Income Attributable To Green Thumb Industries Inc.	$	23,288	$	8,616	$	30,949	$	60,404
Net Income Per Share - Basic	$	0.10	$	0.04	$	0.13	$	0.26
Net Income Per Share - Diluted	$	0.10	$	0.04	$	0.13	$	0.26
Weighted Average Number of Shares Outstanding - Basic		231,652,595		236,303,348		234,524,146		236,821,181
Weighted average Number of Shares Outstanding - Diluted		233,535,805		238,295,887		237,218,778		239,934,521

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

Three and Nine Months Ended September 30, 2025 and 2024

(Amounts Expressed in United States Dollars)


		Share Capital		Contributed Deficit		Deferred Share Issuance		Accumulated Earnings		Non-Controlling Interest		Total
		(in thousands)
Balance, July 1, 2024	$	1,742,784	$	(31,865)	$	12,973	$	29,970	$	94	$	1,753,956
Exercise of options and RSUs		6,028		(2,004)		—		—		—		4,024
Options exercised through net share settlement		(24)		—		—		—		—		(24)
Stock-based compensation		—		8,349		—		—		—		8,349
Distributions to non-controlling interest holders		—		—		—		—		(365)		(365)
Net income		—		—		—		8,616		165		8,781
Balance, September 30, 2024	$	1,748,788	$	(25,520)	$	12,973	$	38,586	$	(106)	$	1,774,721
Balance, January 1, 2024	$	1,703,852	$	7,871	$	12,973	$	(21,818)	$	378	$	1,703,256
Distribution of contingent consideration		17,259		—		—		—		—		17,259
Exercise of options and RSUs		16,818		(6,856)		—		—		—		9,962
Options exercised through net share settlement		10,859		(16,792)		—		—		—		(5,933)
Stock-based compensation		—		23,705		—		—		—		23,705
Distributions to non-controlling interest holders		—		—		—		—		(1,127)		(1,127)
Repurchase of Subordinate Voting Shares		—		(33,448)		—		—		—		(33,448)
Net income		—		—		—		60,404		643		61,047
Balance, September 30, 2024	$	1,748,788	$	(25,520)	$	12,973	$	38,586	$	(106)	$	1,774,721

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

Three and Nine Months Ended September 30, 2025 and 2024

(Amounts Expressed in United States Dollars)


		Share Capital		Contributed Deficit		Deferred Share Issuance		Accumulated Earnings		Non-Controlling Interest		Total
		(in thousands)
Balance, July 1, 2025	$	1,774,139	$	(39,866)	$	—	$	58,926	$	6,200	$	1,799,399
Exercise of options and RSUs		877		(657)		—		—		—		220
Stock-based compensation		—		11,654		—		—		—		11,654
Issuance of shares to non-employee contractors		25		—		—		—		—		25
Distributions to non-controlling interest holders		—		—		—		—		(189)		(189)
Net income		—		—		—		23,288		513		23,801
Balance, September 30, 2025	$	1,775,041	$	(28,869)	$	—	$	82,214	$	6,524	$	1,834,910
Balance, January 1, 2025	$	1,758,504	$	(26,854)	$	6,362	$	51,265	$	(197)	$	1,789,080
Contributions from limited liability company unit holders		—		—		—		—		5,800		5,800
Issuance of shares associated with investment interests		630		—		—		—		—		630
Distribution of deferred shares		6,362		—		(6,362)		—		—		—
Exercise of options and RSUs		3,255		(1,685)		—		—		—		1,570
Options exercised through net share settlement		6,120		(9,448)		—		—		—		(3,328)
Stock-based compensation		—		33,929		—		—		—		33,929
Issuance of shares to non-employee contractors		170		—		—		—		—		170
Distributions to non-controlling interest holders		—		—		—		—		(1,064)		(1,064)
Repurchase of Subordinate Voting Shares		—		(24,811)		—		—		—		(24,811)
Net income		—		—		—		30,949		1,985		32,934
Balance, September 30, 2025	$	1,775,041	$	(28,869)	$	—	$	82,214	$	6,524	$	1,834,910

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2025 and 2024

(Amounts Expressed in United States Dollars)


	Nine Months Ended September 30,
	2025			2024
	(in thousands)
CASH FLOW FROM OPERATING ACTIVITIES
Net income attributable to Green Thumb Industries Inc.		30,949			60,404
Net income attributable to non-controlling interest		1,985			643
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		89,163			84,252
Amortization of operating lease right of use assets		38,519			41,622
Loss on disposal of property and equipment		2,390			1,163
Impairment of long-lived property and equipment		—			450
Loss on equity method investments		5,843			2,184
Loss from lease modification		—			219
Net gain on divestitures of intellectual property		(29,876	)		—
Stock-based compensation		33,929			23,705
Increase in fair value of investments		—			(256	)
Interest on notes receivable		(1,497	)		—
Gain on settlement of contingent consideration		—			(15,991	)
Decrease in fair value of warrants		(68	)		(2,389	)
Gain on settlement of shares issued in association with investment interests		(20	)		—
Interest on related party convertible note receivable		(2,171	)		—
Amortization of debt discount		479			2,914
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net		976			(5,987	)
Inventories, net		(8,919	)		(25,313	)
Prepaid expenses and other current assets		(2,087	)		1,391
Deposits and other assets		(124	)		44
Accounts payable		430			(4,647	)
Accrued liabilities		(98	)		17,504
Operating lease liabilities		(34,972	)		(37,091	)
Income tax receivable and payable, net		79,954			7,024
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES		204,785			151,845
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property and equipment		(66,388	)		(52,992	)
Proceeds from disposal of property and equipment		—			345
Investments in securities and associates		(75,627	)		(7,803	)
Proceeds from equity investments and notes receivable		117			7,015
Acquisitions, net of cash acquired		(24,414	)		—
Proceeds from divestiture of intellectual property		55,075			—
NET CASH FLOWS USED IN INVESTING ACTIVITIES		(111,237	)		(53,435	)
CASH FLOW FROM FINANCING ACTIVITIES
Contributions from limited liability company unit holders		5,800			—
Distributions to non-controlling interest holders		(1,064	)		(1,127	)
Repurchase of Subordinate Voting Shares		(24,811	)		(33,448	)
Payments for taxes related to net share settlement of equity awards		(3,328	)		(5,933	)
Proceeds from exercise of options		1,570			9,962
Proceeds from issuance of notes payable		—			170,923
Principal repayment of notes payable		(7,989	)		(226,780	)
NET CASH FLOWS USED IN FINANCING ACTIVITIES		(29,822	)		(86,403	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS:
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS		63,726			12,007
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD		171,687			161,634
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS END OF PERIOD	$	235,413		$	173,641

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2025 and 2024

(Amounts Expressed in United States Dollars)


	Nine Months Ended September 30,
	2025			2024
	(in thousands)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	16,468		$	16,555
Taxes paid	$	22,055		$	87,946
NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures	$	(9,317	)	$	3,958
Noncash change in right of use asset	$	292		$	(11,937	)
Noncash change in lease liability	$	(292	)	$	11,937
Issuance of shares associated with investment interests	$	630		$	—
Issuance of shares to non-employee contractors	$	170		$	—
Issuance of shares associated with contingent consideration	$	—		$	17,259
Distribution of deferred shares	$	(6,362	)	$	—
ACQUISITIONS AND DISPOSITIONS
Inventories	$	447		$	—
Accounts receivable		(469	)		—
Prepaid expenses		256			—
Property and equipment		2,061			—
Right of use assets		2,027			—
Identifiable Intangible assets		(8,235	)		—
Goodwill		4,748			—
Liabilities assumed		660			—
Lease liabilities		(2,027	)		—
Gain on divestiture of Project Remix assets		(29,876	)		—
Cash consideration payable		(253	)		—
	$	(30,661	)	$	—
RECONCILIATION OF CASH, AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents	$	226,211		$	173,641
Restricted cash		9,202			—
TOTAL CASH, AND CASH EQUIVALENTS AND RESTRICED CASH	$	235,413		$	173,641

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

1. Overview and Basis of Presentation

(a) Description of Business

Green Thumb Industries Inc. (“Green Thumb,” the “Company,” “we” or “us”), 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. Green Thumb manufactures, and distributes a portfolio of cannabis consumer packaged goods brands including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM. The Company distributes and markets these products to third-party licensed retail cannabis stores across the United States as well as to Green Thumb's own Retail stores (which we refer to as our Retail business). The Company also owns and operates retail cannabis stores that include a national chain named RISE, which sell our products and third-party products. As of September 30, 2025, Green Thumb has revenue in fourteen markets (California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia), employs approximately 4,800 people and serves millions of patients and customers annually.

The Company’s registered office is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. The Company’s U.S. headquarters are at 325 W. Huron St., Suite 700, Chicago, IL 60654.

(b) Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Previously reported amounts have been reclassified between line items where necessary to conform to the current period presentation. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

There have been no changes to the Company’s significant accounting policies as described in Note 2 to the Company's Consolidated Financial Statements included in the 2024 Form 10-K.

(d) Earnings per Share

Basic earnings per share is calculated using the treasury stock method, by dividing the net earnings attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the earnings per share calculation. Diluted earnings per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units, stock options and warrants. As of September 30, 2025, the Company had 7,911,149 options, 10,733,094 restricted stock units and 1,702,347 warrants outstanding. As of September 30, 2024, the Company had 8,491,983 options, 4,561,819 restricted stock units and 2,128,022 warrants outstanding.

1. Overview and Basis of Presentation (Continued)

In order to determine diluted earnings per share, it is assumed that any proceeds from the vesting of dilutive unvested restricted stock units, or exercise of unvested stock options and warrants would be used to repurchase common shares at the average market price during the period. Under the treasury stock method, the diluted loss per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the three months ended September 30, 2025, the computation of diluted earnings per share included 2,389 options and 1,880,822 restricted stock units. There were no dilutive warrants during the three months ended September 30, 2025, as the relevant strike price was greater than the average stock price for the period. For the nine months ended September 30, 2025, the computation of diluted earnings per share included 2,694,632 restricted stock units. There were no dilutive options and warrants during the nine months ended September 30, 2025, as the relevant strike price was greater than the average stock price for the period. For the three months ended September 30, 2024, the computation of diluted earnings per share included 1,001,228 options, 923,686 restricted stock units and 67,625 warrants. For the nine months ended September 30, 2024, the computation of diluted earnings per share included 1,339,591 options, 1,669,708 restricted stock units and 104,041 warrants. For the three and nine months ended September 30, 2025, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 874,088 and 1,390,862, respectively. For the three and nine months ended September 30, 2024, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 869,491 and 918,464, respectively.

(e) Recently Issued Accounting Standards

(i)

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

(ii)

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the business for disclosure.

2. INVENTORIES

The Company’s inventories include the following at September 30, 2025 and December 31, 2024:


		September 30, 2025		December 31, 2024
		(in thousands)
Raw Material	$	1,569	$	2,501
Packaging and Miscellaneous		13,602		13,616
Work in Process		72,242		57,893
Finished Goods		74,395		76,626
Reserve for Obsolete Inventory		(5,279)		(3,474)
Total Inventories, Net	$	156,529	$	147,162

3. PROPERTY AND EQUIPMENT

At September 30, 2025 and December 31, 2024, property and equipment consisted of the following:


		September 30, 2025		December 31, 2024
		(in thousands)
Buildings and Improvements	$	361,498	$	356,612
Equipment, Computers and Furniture		221,486		196,139
Leasehold Improvements		268,360		241,544
Land		35,551		34,690
Land Improvements		5,588		1,566
Assets Under Construction		30,997		40,325
Capitalized Interest		34,219		32,499
Total Property and Equipment		957,699		903,375
Less: Accumulated Depreciation		(236,788)		(187,361)
Property and Equipment, net	$	720,911	$	716,014

Assets under construction represent costs associated with construction projects related to cultivation and production facilities and retail stores as well as costs associated with internal-use software not yet placed in service.

Depreciation expense for the three and nine months ended September 30, 2025 totaled $17,775 thousand and $51,846 thousand, respectively, of which $11,215 thousand and $32,810 thousand, respectively, is included in cost of goods sold. Depreciation expense for the three and nine months ended September 30, 2024 totaled $15,918 thousand and $46,434 thousand, respectively, of which $10,240 thousand and $29,963 thousand, respectively, is included in cost of goods sold.

4. INTANGIBLE ASSETS AND GOODWILL

(a) Intangible Assets

Intangible assets are recorded at cost less accumulated amortization and impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively.

At September 30, 2025 and December 31, 2024, intangible assets consisted of the following:


		September 30, 2025						December 31, 2024
		Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(in thousands)						(in thousands)
Licenses and Permits	$	676,600	$	235,268	$	441,332	$	660,716	$	201,862	$	458,854
Trademarks		930		930		-		41,511		16,098		25,413
Customer Relationships		24,438		23,036		1,402		24,438		20,418		4,020
Total Intangible Assets	$	701,968	$	259,234	$	442,734	$	726,665	$	238,378	$	488,287

The Company recorded amortization expense for the three and nine months ended September 30, 2025 of $12,306 thousand and $37,317 thousand, respectively. The Company recorded amortization expense for the three and nine months ended September 30, 2024 of $12,574 thousand and $37,818 thousand, respectively. As of September 30, 2025 and December 31, 2024, intangible assets are carried net of accumulated impairment losses of $31,131 thousand as of each period then ended.

On June 11, 2025, the Company acquired a permit intangible, allowing the Company to operate three retail dispensaries. The consideration paid was $10,500 thousand in cash. As substantially all of the assets acquired were concentrated in the permit intangible, the Company accounted for the transaction as an asset acquisition. The weighted average amortization period for the permit intangible was 15 years. Acquisition-related costs associated with the transaction were not material.

The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2025:


		Estimated Amortization
Year Ending December 31,		(in thousands)
Remainder of 2025	$	12,162
2026		45,686
2027		45,157
2028		45,157
2029		45,157
2030 and Thereafter		249,415
	$	442,734

As of September 30, 2025, the weighted average amortization period remaining for intangible assets was 9.99 years.

4. INTANGIBLE ASSETS AND GOODWILL (Continued)

(b) Goodwill

At September 30, 2025 and December 31, 2024 the balances of goodwill, by segment, consisted of the following:


		September 30, 2025		December 31, 2024
		(in thousands)
Retail	$	279,630	$	273,802
Consumer Packaged Goods		314,809		315,889
Total	$	594,439	$	589,691

Goodwill is recognized net of accumulated impairment losses of $57,372 thousand as of September 30, 2025 and December 31, 2024. During the three and nine months ended September 30, 2025 and 2024, there were no conditions present that would require consideration as to whether an impairment test was necessary.

5. INVESTMENTS

As of September 30, 2025 and December 31, 2024, the Company held various equity interests in cannabis-related companies as well as investments in note(s) receivable instruments that had a combined fair value of $43,736 thousand and $43,578 thousand, respectively. The Company measures its investments that do not have readily determinable fair value at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes.

The following table summarizes the changes in the Company’s investments during the nine months ended September 30, 2025 and year ended December 31, 2024:


		September 30, 2025		December 31, 2024
		(in thousands)
Beginning	$	43,578	$	64,361
Additions		400		12,029
Proceeds		(100)		(29,824)
Fair value adjustment		—		(2,988)
Transfers and other		(142)		—
Ending	$	43,736	$	43,578

The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments recorded during the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
	(in thousands)
Equity Investments	$	(74)	$	(67)	$	(74)	$	91
Notes Receivable Instruments		—		—		—		9
Accrued Interest on Notes Receivable Instruments		24		(10)		74		156
Net fair value gains (losses)	$	(50)	$	(77)	$	—	$	256

(a) Equity Investments

The Company held equity investments in both publicly and privately traded entities. Generally, publicly traded entities have readily determinable fair values and are classified as Level 1 investments. Meanwhile, non-publicly traded entities generally do not have readily determinable fair values and are are classified as Level 3 investments. The Company has classified all of its holdings as trading securities and recorded such amounts within investments on the Company's unaudited interim condensed consolidated balance sheets.

The following table summarizes the change in the Company's Level 1 equity investments during the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
	(in thousands)
Beginning	$	—	$	507	$	—	$	2,001
Proceeds		—		(440)		—		(2,092)
Fair value adjustment		—		(67)		—		91
Ending	$	—	$	—	$	—	$	—

On July 17, 2024, the Company sold all remaining Level 1 equity investments. As of September 30, 2025, the Company held no Level 1 equity investments.

5. INVESTMENTS (Continued)

(a) Equity Investments (Continued)

The following table summarizes the change in the Company's Level 3 equity investments during the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
	(in thousands)
Beginning	$	36,887	$	25,953	$	36,487	$	25,953
Additions		—		852		400		852
Fair value adjustment		(74)		—		(74)		—
Transfers and other		1,712		5,000		1,712		5,000
Ending	$	38,525	$	31,805	$	38,525	$	31,805

The following table summarizes unrealized (losses) gains recognized on the Company's equity investments held during the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
	(in thousands)
Net unrealized losses on equity investments	$	(74)	$	—	$	(74)	$	—

See Note 13 - Fair Value Measurements for additional details.

(b) Notes Receivable Instruments

The Company invests in both publicly traded and privately held cannabis and cannabis-related companies by providing financing through notes receivable instruments. The fair value of these notes receivable instruments include the initial investment and contractual accrued interest recorded within interest income on the unaudited interim condensed consolidated statements of operations.

All of the Company's notes receivable instruments are classified as trading securities and are included within investments on the Company's unaudited interim condensed consolidated balance sheets.

The following table summarizes the change in the Company's Level 1 note receivable instruments during the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
	(in thousands)
Beginning	$	—	$	24,188	$	—	$	22,214
Additions		—		—		—		1,965
Fair value adjustment		—		—		—		9
Ending	$	—	$	24,188	$	—	$	24,188

On November 27, 2024, the Company collected the remaining principal balance of the notes receivable instruments along with accrued interest. Consequently, as of September 30, 2025, the Company held no Level 1 notes receivable instruments.

5. INVESTMENTS (Continued)

(b) Notes Receivable Instruments (Continued)

The following table summarizes the change in the Company's Level 3 notes receivable instruments during the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
	(in thousands)
Beginning	$	6,949	$	10,764	$	7,091	$	14,193
Additions		—		—		—		1,000
Proceeds		(50)		(325)		(100)		(4,920)
Accrued Interest		24		(10)		74		156
Transfers and other		(1,712)		(5,000)		(1,854)		(5,000)
Ending	$	5,211	$	5,429	$	5,211	$	5,429

The Company's Level 3 notes receivable instruments had a stated interest rate of 10% and terms between twelve months and five years.

On January 9, 2024, one of the Company's privately held notes receivable instruments matured and the Company collected the principal balance of $4,000 thousand and accrued interest of $605 thousand. Proceeds associated with other Level 3 notes receivable instruments made up the balance of the activity.

On August 6, 2025, a separate privately held convertible note receivable instrument in the amount of $1,712 thousand was exchanged for shares of preferred stock of the investee. As a result, the investment was transferred from Level 3 note receivable instruments to Level 3 equity investments.

See Note 13 - Fair Value Measurements for additional details.

6. ACQUISITIONS

(a) Business Combinations:

The Company determined that the below described acquisition is a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations. It was accounted for by applying the acquisition method whereby the assets acquired, and the liabilities assumed were recorded at their fair values with any excess consideration over the fair value of the identifiable net assets was allocated to goodwill. Operating results have been included in these consolidated financial statements from the date of the acquisition. Supplemental pro forma financial information has not been presented as the impact was not material to the Company's consolidated financial statements. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company.

The Company completed preliminary allocations of the purchase price of the assets acquired and liabilities assumed in association with three retail stores. The preliminary valuation was based on management’s estimates and assumptions which are subject to change within the measurement period (generally one year from the acquisition date). The details of the transaction are discussed below. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill. The following table summarizes the initial accounting estimates:


	Retail Stores
	(in thousands)
Cash	$	36
Inventory		614
Prepaid expenses		279
Property and equipment, net		1,495
Right-of-use asset, net		1,864
Intangible assets, net:
Licenses and permits		5,950
Liabilities assumed:
Lease liabilities		(1,864)
Total identifiable net assets		8,374
Goodwill (non-tax deductible)		5,828
Net assets	$	14,202

On June 2, 2025, a subsidiary of the Company acquired 100% of the membership interest held in three retail licenses for the purposes of expanding Green Thumb's national presence. The Company paid approximately $14,202 thousand in cash. As part of the initial purchase accounting, the Company recorded an intangible asset of $5,950 thousand, all of which was associated with licenses and permits that allows for the retail sale of cannabis. The weighted-average amortization period for the license intangible is 15 years. Acquisition-related costs associated with the transaction were not material.

7. LEASES

(a) Operating Leases

The Company has operating leases for its retail stores, processing and cultivation facilities and corporate office space. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

The Company records material real estate and equipment leases with an initial term of twelve months or more on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for fixed and variable non-lease components, such as taxes, insurance and maintenance, as part of base rent. In those circumstances, the Company elected the practical expedient to not separate the lease components from non-lease components.

The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. For three and nine months ended September 30, 2025, the Company recorded operating lease expense of $12,947 thousand and $38,519 thousand, respectively compared to operating lease expense of $16,946 thousand and $41,622 thousand for three and nine months ended September 30, 2024, respectively.

Other information related to operating leases as of September 30, 2025 and December 31, 2024 were as follows:


	September 30, 2025	December 31, 2024
Weighted average remaining lease term (years)	10.07	10.74
Weighted average discount rate	12.21%	12.23%

Maturities of lease liabilities for operating leases as of September 30, 2025 were as follows:


		Maturities of Lease Liability
Year Ending December 31,		Third-Party		Related Party		Total
		(in thousands)
Remainder of 2025	$	12,064	$	130	$	12,194
2026		48,431		524		48,955
2027		48,698		491		49,189
2028		47,283		282		47,565
2029		44,037		287		44,324
2030 and Thereafter		294,830		768		295,598
Total Lease Payments		495,343		2,482		497,825
Less: Interest		(226,521)		(695)		(227,216)
Present Value of Lease Liability	$	268,822	$	1,787	$	270,609

(b) Related Party Operating Leases

Mosaic Real Estate, LLC owns certain facilities leased by the Company and is owned in part by Benjamin Kovler, the Chairman and Chief Executive Officer of the Company (through KP Capital, LLC), and Anthony Georgiadis, the President and a director of the Company (through Three One Four Holdings, LLC). For the three and nine months ended September 30, 2025, the Company recorded lease expense of $126 thousand and $378 thousand, respectively, compared to lease expense of $145 thousand and $450 thousand for the three and nine months ended September 30, 2024, respectively, associated with these leasing arrangements.

On December 17, 2024, the Company purchased the land and building located at 169 Meadow St. Amherst, Massachusetts for $654 thousand, excluding transaction costs, from Mosaic Real Estate Amherst, LLC. This transaction resulted in the termination of the Massachusetts related party leasing agreement.

8. NOTES PAYABLE

At September 30, 2025 and December 31, 2024, notes payable consisted of the following:


		September 30, 2025		December 31, 2024
		(in thousands)
Syndicated credit facility dated September 11, 20241	$	142,677	$	147,979
Mortgage notes2		104,772		106,979
Total notes payable		247,449		254,958
Less: current portion of notes payable		(17,264)		(12,062)
Notes payable, net of current portion	$	230,185	$	242,896

1 The Credit Facility (as defined below in Section (a) of this Note 8) was issued in an aggregate amount of $150,000 thousand, and will bear interest at the Secured Overnight Financing Rate (“SOFR”) + 500 basis points, payable monthly. As of September 30, 2025 and December 31, 2024, the Credit Facility's outstanding principal balance was $144,375 thousand and $150,000 thousand, respectively. The Credit Facility was issued at a discount, the carrying value of which was $1,698 thousand and $2,021 thousand as of September 30, 2025 and December 31, 2024, respectively. The Credit Facility matures on September 11, 2029.

2 The Company has issued mortgage notes in connection with various operating properties at an aggregate value of $112,285 thousand as of September 30, 2025 and December 31, 2024. The mortgage notes were issued at a discount, the carrying value of which was $852 thousand and $1,007 thousand, and are presented net of principal payments of $6,661 thousand and $4,299 thousand as of September 30, 2025 and December 31, 2024, respectively. These mortgage notes mature between December 6, 2025 and June 5, 2035 with interest rates ranging between 5.00% and 7.77%.

(a) Syndicated Credit Facility

On September 11, 2024, the Company entered into a $150,000 thousand syndicated credit facility (the “Credit Facility”) led by Valley National Bank. The Credit Facility has a maturity date of September 11, 2029 and bears interest from the date of issuance at the SOFR + 500 basis points, payable quarterly. As of September 30, 2025, the floating interest rate on the Credit Facility was 9.18%.

The Credit Facility includes certain covenants which require the Company to maintain a debt service coverage ratio of 1.5 to 1.0, a funded debt to Adjusted Earnings Before Interest Depreciation and Amortization (“Adjusted EBITDA”) (see “Non-GAAP Measure” below for additional information on Adjusted EBITDA) ratio no greater than 3.5 to 1.0, and a tangible net worth of at least $500 thousand. As of September 30, 2025, the Company was in compliance with all covenants associated with the Credit Facility.

9. SHARE CAPITAL

Common shares, which include the Company’s Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares, are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the applicable vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with ASC 740, Income Taxes.

(a) Authorized

The Company has the following classes of share capital, with each class having no par value:

(i) Subordinate Voting Shares

The holders of the Subordinate Voting Shares are entitled to receive dividends which may be declared from time to time and are entitled to one vote per share at meetings of the Company’s shareholders. All Subordinate Voting Shares are ranked equally with regard to the Company’s residual assets. The Company is authorized to issue an unlimited number of no par value Subordinate Voting Shares.

(ii) Multiple Voting Shares

Each Multiple Voting Share is entitled to 100 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares.

(iii) Super Voting Shares

Each Super Voting Share is entitled to 1,000 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares or one Multiple Voting Share. The Company is authorized to issue an unlimited number of Super Voting Shares.

(b) Issued and Outstanding

A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows:


	Issued and Outstanding
	Subordinate Voting Shares	Multiple Voting Shares	Super Voting Shares
As at January 1, 2025	211,128,045	37,623	206,690
Issuance of shares associated with investment interests	77,525	—	—
Distribution of deferred shares	244,986	—	—
Issuance of shares upon exercise of options	232,891	—	—
Issuances of shares upon vesting of RSUs	1,297,484	—	—
Issuance of shares to non-employee contractors	31,162	—	—
Repurchase of Subordinate Voting Shares	(5,718,000)	—	—
As at September 30, 2025	207,294,093	37,623	206,690

9. SHARE CAPITAL (Continued)

(i) Distribution of Deferred Shares

As part of the consideration exchanged for acquisitions completed in previous periods, the Company deferred the distribution of Subordinate Voting Shares to secure the Company's indemnification rights associated with post-acquisition costs.

The following table summarizes the activity during the nine months ended September 30, 2025:


	Related Acquisition
	Mobley Pain Management and Wellness Center, LLC and Canwell Processing, LLC	LeafLine Industries, LLC	Total

As at January 1, 2025	168,333	76,665	244,998
Distributed Shares	(168,333)	(76,653)	(244,986)
Cancelled Shares	—	(12)	(12)
As at September 30, 2025	—	—	—

(ii) Repurchase of Subordinate Voting Shares

The Company's Board of Directors authorized a new share repurchase program that commenced on September 23, 2025, immediately following the expiration of the Company's prior share repurchase program on September 22, 2025. The new program authorizes the Company to repurchase up to 10,364,640 of its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand.

Under the Company's previous share repurchase program, a total of 6,965,000 Subordinate Voting Shares were purchased for $34,441 thousand of which 5,718,000 Subordinate Voting Shares for $24,811 thousand were repurchased during the

nine months ended September 30, 2025.

The Company has returned $107,100 thousand to shareholders in the form of share repurchases from the commencement of its share repurchase programs on September 11, 2023 through September 30, 2025.

The Company operates equity settled stock-based remuneration plans for its eligible directors, officers, employees and consultants. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Equity settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity.

In June 2018, the Company established the Green Thumb Industries Inc. 2018 Stock and Incentive Plan, which was amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto (as amended, the “Plan”). The maximum number of RSUs and options outstanding under the Plan at any time shall not exceed 15% of the then issued and outstanding shares on an as-converted basis.

The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of options expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized. Option and RSU awards generally vest over three years, and options typically have a life of seven to ten years. Option grants under the Plan are determined by the Compensation Committee of the Company’s Board of Directors with the option price set at no less than 100% of the fair market value of a share on the date of grant.

9. SHARE CAPITAL (Continued)

Stock option activity is summarized as follows:


	Number of Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance as of December 31, 2024	8,238,472	$10.10	4.07
Granted	956,520	5.95
Exercised	(232,891)	6.74
Forfeited	(1,050,952)	9.77
Balance as of September 30, 2025	7,911,149	$10.98	4.31
Exercisable as of September 30, 2025	5,767,790	$7.82	2.04

The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the nine months ended September 30, 2025 and the year ended December 31, 2024, using the following ranges of assumptions:


	September 30,	December 31,
	2025	2024
Risk-free interest rate	3.63% - 4.33%	2.72% - 3.92%
Expected dividend yield	0%	0%
Expected volatility	62% - 64%	62% - 64%
Expected option life	3.76 - 4.68 years	4.46 - 4.5 years

As permitted under ASC 718, the Company has made an accounting policy choice to prospectively account for forfeitures when they occur.

The following table summarizes the number of unvested RSU awards as of September 30, 2025 and December 31, 2024 and the changes during the nine months ended September 30, 2025:


	Number of Shares		Weighted Average Grant Date Fair Value
Unvested Shares at December 31, 2024	7,678,310	$	11.14
Granted	5,583,206		5.82
Forfeited	(1,230,938)		8.27
Vested	(1,297,484)		11.42
Unvested Shares at September 30, 2025	10,733,094	$	8.52

The stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
		(in thousands)				(in thousands)
Stock options expense	$	1,742	$	2,387	$	5,601	$	8,081
Restricted Stock Units		9,912		5,962		28,328		15,624
Total Stock Based Compensation Expense	$	11,654	$	8,349	$	33,929	$	23,705

As of September 30, 2025, $72,489 thousand of total unrecognized expense related to stock-based compensation awards is expected to be recognized over a weighted-average period of 1.94 years.

10. INCOME TAX EXPENSE

The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2025 and 2024:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
		(in thousands)
Income before Income Taxes	$	72,923	$	39,703	$	134,947	$	156,017
Income Tax Expense		49,122		30,922		102,013		94,970
Effective Tax Rate		67.4%		77.9%		75.6%		60.9%

The effective tax rates for the three months ended September 30, 2025 and 2024 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented.

The IRS has taken the position that cannabis companies are subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E under which cannabis 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. 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.

Taxes paid during the nine months ended September 30, 2025 and 2024 were $22,055 thousand and $87,946 thousand, respectively.

11. OTHER INCOME (EXPENSE)

For the three and nine months ended September 30, 2025 and 2024 other income (expense) was comprised of the following:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
		(in thousands)				(in thousands)
Fair value adjustments on equity investments	$	(74)	$	(67)	$	(74)	$	100
Net gain on divestitures of intellectual property		41,554		—		29,876		—
Fair value adjustments on warrants liability		—		855		68		2,389
Loss from equity method investments		(3,408)		(1,084)		(5,843)		(2,184)
Other		38		6		70		106
Total Other Income (Expense)	$	38,110	$	(290)	$	24,097	$	411

12. COMMITMENTS AND CONTINGENCIES

The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities.

Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statements of operations.

(a) Contingencies

The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, sanctions, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. The Company may be subject to regulatory fines, penalties, or restrictions in the future as cannabis and other regulations continue to evolve and are subject to differing interpretations.

(b) Claims and Litigation

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. The following is an update to the status of the previously disclosed matters as of September 30, 2025:

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. On June 25, 2025, the Company received the Final Judgment from the court ruling 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 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 unaudited interim condensed consolidated balance sheets.

In August 2025, the Company appealed the Final Judgment with a Notice of Appeal. Under the Rules of Court, the Company was provided a stay on the enforcement of the Final Judgment upon posting a supersedeas bond in the amount of the Final Judgment plus interest and costs through the appeal period. As of September 30, 2025, the Company held the bond in the amount of $9,202 thousand within restricted cash and cash equivalents on the Company's unaudited interim condensed consolidated balance sheets.

At September 30, 2025 and December 31, 2024, other than as discussed above, there were no pending or threatened lawsuits considered probable or reasonably possible to result in an unfavorable outcome with an exposure expected to merit disclosure. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

13. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

(a) Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable.

It was not practicable to estimate the fair value of the Company's long-term notes payable, which consist of the Credit Facility and mortgage notes, since there were no quoted market prices or active trading markets. The carrying amount of notes payable at September 30, 2025 and December 31, 2024 was $247,449 thousand and $254,958 thousand, respectively, which includes $17,264 thousand and $12,062 thousand, respectively, of short-term debt due within one year.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are:


		As of September 30, 2025
	(in thousands)
		Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	226,211	$	—	$	—	$	226,211
Restricted Cash and Cash Equivalents		9,202		—		—		9,202
Investments		—		—		43,736		43,736
	$	235,413	$	—	$	43,736	$	279,149


		As of December 31, 2024
	(in thousands)
		Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	171,687	$	—	$	—	$	171,687
Investments		—		—		43,578		43,578
Warrant Liability		—		—		(68)		(68)
	$	171,687	$	—	$	43,510	$	215,197

14. RELATED PARTY

On November 5, 2024, the Company acquired a noncontrolling financial interest in Agrify Corporation (now known as RYTHM and referred to herein as “RYTHM”), 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 September 30, 2025 and December 31, 2024, respectively. In addition, on November 5, 2024, the Company extended a convertible secured note to RYTHM (the “Original Notes”), the carrying value of which was $10,000 thousand as of September 30, 2025 and December 31, 2024. The Original Notes, bear interest at an annualized rate of 10%. On November 5, 2025, the Original Notes matured and were exchanged for 3,222,997 pre-funded warrants representing the principal amount plus accrued interest due on such date.

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 RYTHM's Board of Directors to serve as RYTHM's Chairman and Interim Chief Executive Officer and member of RYTHM's Board, respectively.

Green Thumb's investment in RYTHM had a carrying value of $15,648 thousand and $18,873 thousand as of September 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 September 30, 2025 and December 31, 2024, the Company held a 34% ownership interest in RYTHM and accounted for its investment using the equity method due to the significant influence Green Thumb has the ability to exert over RYTHM.

On May 20, 2025, Green Thumb entered into an agreement with RYTHM 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, RYTHM 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 license its intellectual property in Beboe and RYTHM branded products to RYTHM (the "May Licensing Agreement"). 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, RYTHM and Green Thumb amended the Original Notes to allow Green Thumb to receive pre-funded warrants in lieu of shares of RYTHM upon conversion of the Original Notes. No other terms of the Original Notes were amended. In addition, Green Thumb extended an additional $27,000 thousand in convertible notes (the “May 2025 Notes”) to RYTHM, due November 22, 2026. Other than the amount and maturity date, all of the terms of the May 2025 Notes are consistent with the Original Notes, as amended.

On August 25, 2025, Green Thumb extended another Convertible Note in the amount of $45,000 thousand (the “August 2025 Notes”) to RYTHM. The August 2025 Notes are a secured obligation of RYTHM and rank senior to all indebtedness of RYTHM except for the Original Notes and May 2025 Notes (collectively the “Existing Notes”), which rank on parity with the August 2025 Notes. The August 2025 Notes mature on February 25, 2027 and bear interest at an annualized rate of 10%. The August 2025 Notes may be converted into shares of RYTHM or, at the election of the holder, into pre-funded warrants, with a beneficial ownership limitation of 49.99%, subject to applicable Nasdaq listing rules. If converted into common shares of RYTHM, the conversion price per share will be $29.475.

As of September 30, 2025 and December 31, 2024, the Company recorded accrued interest of $2,326 thousand and $156 thousand, respectively, on the notes receivable.

On August 27, 2025, Green Thumb agreed to sell its intellectual property rights in brands including RYTHM, Beboe, Dogwalkers, Doctor Solomon's, &Shine and Good Green for $50,000 thousand in cash. As part of the transaction, RYTHM agreed to license the intellectual property back to Green Thumb and to cancel the May Licensing Agreement between RYTHM and the Company. Further, upon closing, Agrify Corporation formally changed its name to RYTHM, Inc. As a result of the transaction, Green Thumb recorded a gain on the sale of $41,554 thousand within other income (expense) on the unaudited interim condensed consolidated statement of operations.

As of September 30, 2025 and December 31, 2024, Green Thumb performed various services for RYTHM, pursuant to the shared services agreement, for which the Company was owed $4,269 thousand and $319 thousand, respectively.

15. SEGMENT REPORTING

The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (“Consumer Packaged Goods”) and retailing of cannabis to patients and consumers (“Retail”). The Company does not allocate operating expenses to these business units, nor does it allocate specific assets. Additionally, the Chief Operating Decision Maker, Benjamin Kovler, Chairman and Chief Executive Officer of the Company, does not review total assets or net income by segments; therefore, such information is not presented below.

The below table presents revenues by type for the three and nine months ended September 30, 2025 and 2024:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
		(in thousands)				(in thousands)
Revenues, Net of Discounts
Retail	$	204,056	$	206,124	$	608,012	$	614,558
Consumer Packaged Goods		163,292		165,500		503,013		471,735
Intersegment Eliminations		(75,979)		(84,759)		(246,859)		(243,475)
Total Revenues, Net of Discounts	$	291,369	$	286,865	$	864,166	$	842,818
Cost of Goods Sold
Retail	$	125,990	$	137,586	$	395,821	$	398,267
Consumer Packaged Goods		107,011		96,948		311,597		272,351
Intersegment Eliminations		(85,659)		(95,260)		(276,810)		(270,840)
Total Cost of Goods Sold	$	147,342	$	139,274	$	430,608	$	399,778
Gross Profit
Retail	$	78,066	$	68,538	$	212,191	$	216,291
Consumer Packaged Goods		56,281		68,552		191,416		199,384
Intersegment Eliminations		9,680		10,501		29,951		27,365
Total Gross Profit	$	144,027	$	147,591	$	433,558	$	443,040
Depreciation and Amortization
Retail	$	11,800	$	10,657	$	34,330	$	31,339
Consumer Packaged Goods		18,281		17,835		54,833		52,913
Intersegment Eliminations		—		—		—		—
Total Depreciation and Amortization	$	30,081	$	28,492	$	89,163	$	84,252

Goodwill assigned to the Retail segment as of September 30, 2025 and December 31, 2024 was $279,630 thousand and $273,802 thousand, respectively. Intangible assets, net assigned to the Retail segment as of September 30, 2025 and December 31, 2024 was $251,812 thousand and $254,358 thousand, respectively.

Goodwill assigned to the Consumer Packaged Goods segment as of September 30, 2025 and December 31, 2024 was $314,809 thousand and $315,889 thousand, respectively. Intangible assets, net assigned to the Consumer Packaged Goods segment as of September 30, 2025 and December 31, 2024 was $190,922 thousand and $233,929 thousand, respectively.

The Company’s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified two reporting units which align with our reportable segments (Retail and Consumer Packaged Goods). All revenues are derived from customers domiciled in the United States and all assets are located in the United States.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

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 nine months ended September 30, 2025 and 2024. It is supplemental to, and should be read in conjunction with, the Company’s unaudited interim condensed consolidated financial statements as of September 30, 2025 and the consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2025 (the “2024 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.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Disclosure Regarding Forward-Looking Statements,” identified in the ‘‘Risks and Uncertainties’’ section of this MD&A and in Part I, Item 1A, “Risk Factors of the 2024 Form 10-K.” As a result of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements and information.

OVERVIEW OF THE COMPANY

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 September 30, 2025, Green Thumb has operations in fourteen U.S. markets, employs approximately 4,800 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 (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).

In addition, an immaterial portion of the Company’s business involves producing products containing hemp-derived tetrahydrocannabinol (“THC”) such as Delta-8 THC and Delta-9 THC.

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 these 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 September 30, 2025, the Company had 108 open and operating Retail stores. 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 under the heading “Liquidity, Financing Activities During the Period, and Capital Resources” below.

Results of Operations – Consolidated

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 nine months ended September 30, 2025 and 2024 and (ii) unaudited interim condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 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.

The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and on a going-concern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business.


		Three Months Ended September 30,				Nine Months Ended September 30,				QTD Change			YTD Change
		2025		2024		2025		2024		$	%		$	%
		(in thousands, except share and per share amounts)								Increase (Decrease)
Revenues, Net of Discounts	$	291,369	$	286,865	$	864,166	$	842,818	$	4,504	2%	$	21,348	3%
Cost of Goods Sold		(147,342)		(139,274)		(430,608)		(399,778)		8,068	6%		30,830	8%
Gross Profit		144,027		147,591		433,558		443,040		(3,564)	(2)%		(9,482)	(2)%
Expenses:
Selling, General, and Administrative		107,286		104,967		314,902		275,725		2,319	2%		39,177	14%
Total Expenses		107,286		104,967		314,902		275,725		2,319	2%		39,177	14%
Income From Operations		36,741		42,624		118,656		167,315		(5,883)	(14)%		(48,659)	(29)%
Total Other Income (Expense)		36,182		(2,921)		16,291		(11,298)		(39,103)	(1,339)%		(27,589)	(244)%
Income Before Provision for Income Taxes And Non-Controlling Interest		72,923		39,703		134,947		156,017		33,220	84%		(21,070)	(14)%
Provision for Income Taxes		49,122		30,922		102,013		94,970		18,200	59%		7,043	7%
Net Income Before Non-Controlling Interest		23,801		8,781		32,934		61,047		15,020	171%		(28,113)	(46)%
Net Income Attributable to Non-Controlling Interest		513		165		1,985		643		348	211%		1,342	209%
Net Income Attributable To Green Thumb Industries Inc.	$	23,288	$	8,616	$	30,949	$	60,404	$	14,672	170%	$	(29,455)	(49)%
Net Income Per Share - Basic	$	0.10	$	0.04	$	0.13	$	0.26	$	0.06	150%	$	(0.13)	(50)%
Net Income Per Share - Diluted	$	0.10	$	0.04	$	0.13	$	0.26	$	0.06	150%	$	(0.13)	(50)%
Weighted Average Number of Shares Outstanding – Basic		231,652,595		236,303,348		234,524,146		236,821,181
Weighted Average Number of Shares Outstanding – Diluted		233,535,805		238,295,887		237,218,778		239,934,521


		September 30, 2025		December 31, 2024
		(in thousands)
Total Assets	$	2,639,185	$	2,537,012
Long-Term Liabilities	$	562,722	$	582,963

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Revenues, net of Discounts

Revenues, net of discounts for the three months ended September 30, 2025 was $291,369 thousand, an increase of 2% from $286,865 thousand during the three months ended September 30, 2024. The increase in revenue was largely due to the launch of adult-use sales in Minnesota and Ohio which began on September 16, 2025 and August 6, 2024, respectively, as well as continued growth in existing markets, particularly in Florida and New York, and revenue generated from new and existing Retail stores, partially offset by price compression and increased competition in select markets.

The Company generated revenue from 108 Retail stores during the quarter compared to 98 in the same quarter of the prior year. Retail revenues made up 70% of total revenues during the three months ended September 30, 2025 as compared to 72% during the three months ended September 30, 2024. Since September 30, 2024, the Company opened two new Retail stores in Florida, two in Nevada and one each in Illinois, Minnesota, Ohio and Pennsylvania. Additionally, the Company acquired three Retail stores in Connecticut and disposed of one Retail store in Massachusetts.

Consumer Packaged Goods revenues made up 30% of total revenues during the three months ended September 30, 2025 as compared to 28% during the three months ended September 30, 2024.

Cost of Goods Sold

Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within the Company's state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the three months ended September 30, 2025 was $147,342 thousand, an increase of 6% from $139,274 thousand for the three months ended September 30, 2024, driven by continued growth in existing markets, particularly in Florida and New York, the legalization of adult-use sales in Minnesota and Ohio as described above, and new Retail store openings since September 30, 2024.

Gross Profit

Gross profit for the three months ended September 30, 2025 was $144,027 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 49%. This is compared to gross profit for the three months ended September 30, 2024 of $147,591 thousand, or a 51% gross margin. The decrease in gross profit was primarily driven by price compression.

Total Expenses

Total expenses for the three months ended September 30, 2025 were $107,286 thousand, or 37% of revenues, net of discounts, an increase of $2,319 thousand compared to the same period in the prior year. Total expenses for the three months ended September 30, 2024 were $104,967 thousand or 37% of revenues, net of discounts. The increase in total expenses was attributable to overall salaries and benefits and increased costs associated with the opening and operation of new Retail stores as described above.

Total Other Income (Expense)

Total other income (expense) for the three months ended September 30, 2025 was $36,182 thousand, a favorable change of $39,103 thousand, primarily due to the net gain on sale of Green Thumb's intellectual property rights to RYTHM, Inc. during the three months ended September 30, 2025.

Income Before Provision for Income Taxes and Non-Controlling Interest

Income before provision for income taxes and non-controlling interest for the three months ended September 30, 2025 was $72,923 thousand, an increase of $33,220 thousand compared to the three months ended September 30, 2024.

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $11,654 thousand and $8,349 thousand in the three months ended September 30, 2025 and 2024, respectively, and other nonoperating expenses of $1,687 thousand and $9,727 thousand in three months ended September 30, 2025 and 2024, respectively, Adjusted EBITDA was $80,163 thousand and $89,192 thousand, respectively.

Provision for Income Taxes

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 September 30, 2025, federal and state income tax expense totaled $49,122 thousand compared to expense of $30,922 thousand for the three months ended September 30, 2024.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Revenues, net of Discounts

Revenues, net of discounts for the nine months ended September 30, 2025 was $864,166 thousand, an increase of 3% from $842,818 thousand for the nine months ended September 30, 2024. The increase in revenue was largely due to the launch of adult-use sales in Minnesota and Ohio which began on September 16, 2025 and August 6, 2024, respectively, as well as continued growth in existing markets, particularly in Florida and New York, and revenue generated from new and Retail stores, partially offset by price compression and increased competition in select markets.

The Company generated revenue from 108 Retail stores during the period compared to 98 in the same period of the prior year. Since September 30, 2024, the Company opened two new Retail stores in Florida, two in Nevada and one each in Illinois, Minnesota, Ohio and Pennsylvania. Additionally, the Company acquired three Retail stores in Connecticut and disposed of one Retail store in Massachusetts.

Cost of Goods Sold

Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within our state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the nine months ended September 30, 2025 was $430,608 thousand, an increase of 8% from $399,778 thousand for the nine months ended September 30, 2024, driven by continued growth in existing markets, particularly in Florida and New York, legalization of adult-use sales in Minnesota and Ohio as described above, and new Retail store openings since September 30, 2024.

Gross Profit

Gross profit for the nine months ended September 30, 2025 was $433,558 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 50%. This is compared to gross profit for the nine months ended September 30, 2024 of $443,040 thousand or a 53% gross margin. The decrease in gross profit was primarily driven by price compression.

Total Expenses

Total expenses for the nine months ended September 30, 2025 were $314,902 thousand or 36% of revenues, net of discounts, an increase of $39,177 thousand over the same period in the prior year. Total expenses for the nine months ended September 30, 2024 were $275,725 thousand or 33% of revenues, net of discounts. The increase in total expenses was attributable to overall salaries and benefits and increased costs associated with the opening and operation of new Retail stores as described above. In addition, expenses for the nine months ended September 30, 2024, included the impact of one-time favorable fair value adjustments associated with the Company's contingent consideration arrangements.

Total Other Income (Expense)

Total other income (expense) for the nine months ended September 30, 2025 was $16,291 thousand, a favorable change of $27,589 thousand over the same period in the prior year, primarily due to the net gain on sale of Green Thumb's intellectual property rights to RYTHM during the nine months ended September 30, 2025.

Income Before Provision for Income Taxes and Non-Controlling Interest

Income before provision for income taxes and non-controlling interest for the nine months ended September 30, 2025 was $134,947 thousand, a decrease of $21,070 thousand compared to the nine months ended September 30, 2024.

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $33,929 thousand and $23,705 thousand, and other nonoperating expenses (income), of $6,402 thousand and $(1,736) thousand in the nine months ended September 30, 2025 and 2024, respectively, Adjusted EBITDA was $248,150 thousand and $273,536 thousand, respectively.

Provision for Income Taxes

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 nine months ended September 30, 2025, federal and state income tax expense totaled $102,013 thousand compared to expense of $94,970 thousand for the nine months ended September 30, 2024.

Results of Operations by Segment

The following table summarizes revenues, net of discounts by segment for the three and nine months ended September 30, 2025 and 2024:


		Three Months Ended September 30,				QTD Change
		2025		2024		$	%
		(in thousands)				Increase (Decrease)
Retail	$	204,056	$	206,124	$	(2,068)	(1)%
Consumer Packaged Goods		163,292		165,500		(2,208)	(1)%
Intersegment Eliminations		(75,979)		(84,759)		(8,780)	(10)%
Total Revenues, Net of Discounts	$	291,369	$	286,865	$	4,504	2%


		Nine Months Ended September 30,				YTD Change
		2025		2024		$	%
		(in thousands)				Increase (Decrease)
Retail	$	608,012	$	614,558	$	(6,546)	(1)%
Consumer Packaged Goods		503,013		471,735		31,278	7%
Intersegment Eliminations		(246,859)		(243,475)		3,384	1%
Total Revenues, Net of Discounts	$	864,166	$	842,818	$	21,348	3%

Three Months Ended September 30, 2025 Compared with the Three Months Ended September 30, 2024

Revenues, net of discounts, for the Retail segment were $204,056 thousand, a decrease of $2,068 thousand, compared to the three months ended September 30, 2024. The decrease in Retail revenues, net of discounts, was primarily driven by price compression and increased competition, particularly in Illinois, New Jersey and Pennsylvania, primarily offset by: (i) the launch of adult-use sales in Minnesota and Ohio which began on September 16, 2025 and August 6, 2024, respectively, (ii) revenue generated from new Retail stores openings as described above, and (iii) the acquisition of three stores in Connecticut.

Revenues, net of discounts, for the Consumer Packaged Goods segment were $163,292 thousand, a decrease of $2,208 thousand or 1%, compared to the three months ended September 30, 2024. The decrease in Consumer Packaged Goods revenues, net of discounts, was primarily driven by price compression and increased competition particularly in Illinois, New Jersey and Pennsylvania, primarily offset by the launch of adult-use sales in Minnesota and Ohio which began on September 16, 2025 and August 6, 2024, respectively, as well as continued growth in existing markets, particularly in Florida and New York.

Intersegment eliminations associated with the Consumer Packaged Goods segment were $75,979 thousand, a decrease of $8,780 thousand or 10% compared to the three months ended September 30, 2024. The decrease in intersegment eliminations was driven by decreased intercompany sales, primarily due to price compression and increased competition particularly in Illinois, New Jersey and Pennsylvania, partially offset by the launch of adult-use sales in Minnesota and Ohio which began on September 16, 2025 and August 6, 2024, respectively. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 30% of total revenues during the three months ended September 30, 2025 as compared to 28% during the three months ended September 30, 2024.

Due to the vertically integrated nature of the business, the Company reviews its revenue at the Retail and Consumer Packaged Goods level while reviewing its operating results on a consolidated basis.

Nine Months Ended September 30, 2025 Compared with the Nine Months Ended September 30, 2024

Revenues, net of discounts for the Retail segment were $608,012 thousand, a decrease of $6,546 thousand or 1%, compared to the nine months ended September 30, 2024. The decrease in Retail revenues, net of discounts, was primarily driven by price compression and increased competition particularly in Illinois, New Jersey and Pennsylvania, primarily offset by: (i) the launch of adult-use sales in Minnesota and Ohio which began on September 16, 2025 and August 6, 2024, respectively, (ii) continued growth in existing markets, particularly in Florida and New York, and (iii) revenue generated from new Retail stores openings as described above.

Revenues, net of discounts, for the Consumer Packaged Goods segment were $503,013 thousand, an increase of $31,278 thousand or 7%, compared to the nine months ended September 30, 2024. The increase in Consumer Packaged Goods revenues was primarily driven by the launch of adult-use sales in Minnesota and Ohio which began on September 16, 2025 and August 6, 2024, respectively, as well as continued growth in existing markets, particularly in Florida and New York, partially offset by price compression and increased competition in select markets.

Intersegment eliminations associated with the Consumer Packaged Goods segment were $246,859 thousand, an increase of $3,384 thousand or 1% compared to the nine months ended September 30, 2024. The increase in intersegment eliminations was driven by increased intercompany sales, primarily due to the launch of adult-use sales in Minnesota and Ohio which began on September 16, 2025 and August 6, 2024, respectively, as well as continued growth in existing markets, particularly in Florida and New York, primarily offset by price compression and increased competition in select markets. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 30% of total revenues during the nine months ended September 30, 2025 as compared to 27% during the nine months ended September 30, 2024.

Due to the vertically integrated nature of the business, the Company reviews its revenue at the Retail and Consumer Packaged Goods level while reviewing its operating results on a consolidated basis.

Drivers of Results of Operations

Revenue

The Company derives its revenue from two revenue streams: a Consumer Packaged Goods business in which it manufactures, sells and distributes a portfolio of Consumer Packaged Goods brands including &Shine, Beboe, Dogwalkers, Dr. Solomon’s, Good Green, incredibles and RYTHM, 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 permitted by state law.

For the three and nine months ended September 30, 2025, revenue was contributed from Retail and Consumer Packaged Goods sales across California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia.

Gross Profit

Gross profit is revenue less cost of goods sold. Cost of goods sold includes the costs directly attributable to product sales and includes amounts paid for finished goods, such as flower, edibles, and concentrates, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes allocations of rent, utilities and related costs. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes. Gross margin measures our gross profit as a percentage of revenue.

During the three and nine months ended September 30, 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.

Total Expenses

Total expenses other than the cost of goods sold consist of selling costs to support customer relationships and marketing and branding activities. It also includes a significant investment in the corporate infrastructure required to support the Company’s ongoing business.

Retail selling costs generally correlate to revenue. As new stores begin operations, these stores generally experience higher selling costs as a percentage of revenue compared to more established stores, which experience a more constant rate of selling costs. As a percentage of sales, the Company expects selling costs to remain constant in the more established stores and increase in the newer stores as business continues to grow.

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-based 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.

Provision for Income Taxes

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 IRS 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. 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.

Non-GAAP Measures

EBITDA, and Adjusted 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.


		Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
		(in thousands)				(in thousands)
Net Income Before Non-Controlling Interest	$	23,801	$	8,781	$	32,934	$	61,047
Interest Income		(3,300)		(2,665)		(7,333)		(7,082)
Interest Expense, net		5,228		5,296		15,139		18,791
Provision for Income Taxes		49,122		30,922		102,013		94,970
Other (Income) Expense, net		(38,110)		290		(24,097)		(411)
Depreciation and Amortization		30,081		28,492		89,163		84,252
Earnings before interest, taxes, depreciation and amortization (EBITDA) (non-GAAP measure)	$	66,822	$	71,116	$	207,819	$	251,567
Stock-based Compensation, Non-cash		11,654		8,349		33,929		23,705
Acquisition, Transaction and Other Non-operating Costs (Income)		1,687		9,727		6,402		(1,736)
Adjusted EBITDA (Non-GAAP Measure)	$	80,163	$	89,192	$	248,150	$	273,536


British Columbia	98-1437430
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

325 West Huron Street, Suite 700 Chicago, Illinois	60654
(Address of principal executive offices)	(zip code)


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐


FINANCIAL INFORMATION		Page
	Part I
ITEM 1:	Unaudited Interim Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	4
	Unaudited Interim Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	5
	Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024	6
	Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	8
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	10
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
ITEM 3:	Quantitative and Qualitative Disclosure About Market Risk	37
ITEM 4:	Controls and Procedures	37

OTHER INFORMATION
ITEM 1:	Legal Proceedings	38
ITEM 1A:	Risk Factors	38
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	38
ITEM 3:	Defaults Upon Senior Securities	39
ITEM 4:	Mine Safety Disclosures	40
ITEM 5:	Other Information	40
ITEM 6:	Exhibits	41
Signatures		42


		Nine Months Ended September 30,
		2025		2024
		(in thousands)
Net Cash Flows Provided by Operating Activities	$	204,785	$	151,845
Net Cash Flows Used in Investing Activities	$	(111,237)	$	(53,435)
Net Cash Flows Used in Financing Activities	$	(29,822)	$	(86,403)


		Maturities of Notes Payable
Year Ending December 31,		Credit Facility		Mortgage Notes		Total
		(in thousands)
Remainder of 2025	$	1,875	$	1,583	$	3,458
2026		15,000		3,442		18,442
2027		15,000		3,706		18,706
2028		15,000		15,695		30,695
2029		97,500		39,526		137,026
2030 and Thereafter		—		41,672		41,672
Total maturities of notes payable 1	$	144,375	$	105,624	$	249,999


(Dollars in thousands except per share amounts)
Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Program (1)		Approximate Dollar Value of Shares that may yet be Purchased Under the Program
January 1, 2025 through January 31, 2025	—		—	—		40,400
February 1, 2025 through February 28, 2025	—		—	—		40,400
March 1, 2025 through March 31, 2025	160,000		6.49	160,000		39,300
April 1, 2025 through April 30, 2025	100,000		5.00	100,000		38,800
May 1, 2025 through May 31, 2025	—		—	—		38,800
June 1, 2025 through June 30, 2025	5,458,000		4.26	5,458,000		15,600
July 1, 2025 through July 31, 2025	—		—	—		15,600
August 1, 2025 through August 31, 2025	—		—	—		15,600
September 1, 2025 through September 30, 2025	—		—	—		50,000
	5,718,000	$	4.34	5,718,000	$	50,000


31.1	CERTIFICATE OF CHIEF EXECUTIVE OFFICER

31.2	CERTIFICATE OF CHIEF FINANCIAL OFFICER

32.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

32.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

101.Ins	Inline XBRL Instance Document

101.Scs	Inline XBRL Taxonomy Extension Schema Document

101.Cal	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.Def	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.Lab	Inline XBRL Taxonomy Extension Label Linkbase Document

101.Pre	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (embedded with Inline XBRL File)