1. Overview and Basis of Presentation
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(a) Description of Business
Green Thumb Industries Inc. (\u201cGreen Thumb,\u201d the \u201cCompany,\u201d \u201cwe\u201d or \u201cus\u201d), 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\u2019s, 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 June 30, 2026, 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 4,900 people and serves millions of patients and customers annually.
The Company\u2019s registered office is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. The Company\u2019s U.S. headquarters are at 325 W. Huron St., Suite 700, Chicago, IL 60654.
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(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 (\u201cGAAP\u201d) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (\u201cSEC\u201d). 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, 2025 (the \u201c2025 Form 10-K\u201d). 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.
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(c) Significant Accounting Policies
Except for the addition of the accounting policy for variable interest entities described below, there have been no changes to the Company\u2019s significant accounting policies as described in Note 2 to the Company's Consolidated Financial Statements included in the 2025 Form 10-K. During the period, the Company entered into management service agreements through which it obtained variable interests in, and was determined to be the primary beneficiary of, certain entities, resulting in the consolidation of variable interest entities. As a result, the Company has added the following significant accounting policy in connection with these arrangements.
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Variable Interest Entities
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A variable interest entity (\"VIE\") is an entity that has insufficient equity at risk to finance its activities without additional subordinated financial support, or in which the equity holders, as a group, lack the power to direct the activities that most significantly impact the entity's economic performance or do not substantially participate in the entity's gains and losses. The Company's variable interests may arise through equity investments as well as through contractual arrangements, including management and service agreements, funding commitments, and other similar arrangements. Upon entering into a contractual or other arrangement, and upon the occurrence of a reconsideration event thereafter, the Company assesses whether the arrangement gives it a variable interest in an entity and whether that entity is a VIE.
1. Overview and Basis of Presentation
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(c) Significant Accounting Policies (Continued)
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The Company consolidates a VIE when it is determined to be the primary beneficiary. The primary beneficiary is the party that has both (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. This determination requires significant judgment and is reassessed on an ongoing basis. Where the Company concludes that it is the primary beneficiary of a VIE, it consolidates the financial results of that entity in accordance with Accounting Standards Codification (\u201cASC\u201d) 810, Consolidation, and the equity interests held by other parties are presented as noncontrolling interests.
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See Note 7 - Variable Interest Entities, for additional information.
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(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 (\u201cRSUs\u201d), stock options and warrants. As of June 30, 2026, the Company had 7,185,390 options, 9,709,007 RSUs and 243,303 warrants outstanding. As of June 30, 2025, the Company had 8,118,069 options, 11,079,048 RSUs and 1,702,347 warrants outstanding.
In order to determine diluted earnings per share, it is assumed that any proceeds from the vesting of dilutive unvested RSUs, 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 June 30, 2026, the computation of diluted earnings per share included 1,003 options and 1,752,337 RSUs. There were no dilutive warrants during the three months ended June 30, 2026, as the relevant strike prices were greater than the average stock price for the period. For the six months ended June 30, 2026, the computation of diluted earnings per share included 3,979,182 RSUs. There were no dilutive options or warrants during the six months ended June 30, 2026, as the relevant strike price was greater than the average stock price for the period. For the three months ended June 30, 2025, the computation excluded potential dilutive common share equivalents because their impact was anti-dilutive. For the six months ended June 30, 2025, the computation of diluted earnings per share included 3,113,579 RSUs. There were no dilutive options and warrants during the six months ended June 30, 2025, as the relevant strike prices were greater than the average stock price for the period. For the three and six months ended June 30, 2026, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 463,001 and 626,423, respectively. For the three and six months ended June 30, 2025, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 1,724,599 and 1,612,142, respectively.
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1. Overview and Basis of Presentation (Continued)
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(e) Recently Issued Accounting Standards
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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.
Except for the addition of the accounting policy for variable interest entities described below, there have been no changes to the Company\u2019s significant accounting policies as described in Note 2 to the Company's Consolidated Financial Statements included in the 2025 Form 10-K. During the period, the Company entered into management service agreements through which it obtained variable interests in, and was determined to be the primary beneficiary of, certain entities, resulting in the consolidation of variable interest entities. As a result, the Company has added the following significant accounting policy in connection with these arrangements.
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Variable Interest Entities
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A variable interest entity (\"VIE\") is an entity that has insufficient equity at risk to finance its activities without additional subordinated financial support, or in which the equity holders, as a group, lack the power to direct the activities that most significantly impact the entity's economic performance or do not substantially participate in the entity's gains and losses. The Company's variable interests may arise through equity investments as well as through contractual arrangements, including management and service agreements, funding commitments, and other similar arrangements. Upon entering into a contractual or other arrangement, and upon the occurrence of a reconsideration event thereafter, the Company assesses whether the arrangement gives it a variable interest in an entity and whether that entity is a VIE.
1. Overview and Basis of Presentation
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(c) Significant Accounting Policies (Continued)
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The Company consolidates a VIE when it is determined to be the primary beneficiary. The primary beneficiary is the party that has both (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. This determination requires significant judgment and is reassessed on an ongoing basis. Where the Company concludes that it is the primary beneficiary of a VIE, it consolidates the financial results of that entity in accordance with Accounting Standards Codification (\u201cASC\u201d) 810, Consolidation, and the equity interests held by other parties are presented as noncontrolling interests.
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See Note 7 - Variable Interest Entities, for additional information.
"}]},{"name":"rpt:f-461","factDimensions":{"xbrl:concept":"gtbif:EarningslosspersharePolicyTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":" Earnings per ShareBasic 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 (\u201cRSUs\u201d), stock options and warrants. As of June 30, 2026, the Company had 7,185,390 options, 9,709,007 RSUs and 243,303 warrants outstanding. As of June 30, 2025, the Company had 8,118,069 options, 11,079,048 RSUs and 1,702,347 warrants outstanding.
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Issued Accounting Standards\u00a0
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.
"}]},{"name":"rpt:f-480","factDimensions":{"xbrl:concept":"us-gaap:InventoryDisclosureTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"2. INVENTORIES
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The Company\u2019s inventories include the following at June 30, 2026 and December 31, 2025:
\n
| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Raw material | \n $ | \n 3,154 | \n $ | \n 1,300 | \n
Packaging and miscellaneous | \n \u00a0 | \n 14,121 | \n \u00a0 | \n 12,223 | \n
Work in process | \n \u00a0 | \n 87,726 | \n \u00a0 | \n 80,665 | \n
Finished goods | \n \u00a0 | \n 81,810 | \n \u00a0 | \n 70,007 | \n
Reserve for obsolete inventory | \n \u00a0 | \n (5,830) | \n \u00a0 | \n (5,907) | \n
Total inventories, net | \n $ | \n 180,981 | \n $ | \n 158,288 | \n
The Company\u2019s inventories include the following at June 30, 2026 and December 31, 2025:
\n
| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Raw material | \n $ | \n 3,154 | \n $ | \n 1,300 | \n
Packaging and miscellaneous | \n \u00a0 | \n 14,121 | \n \u00a0 | \n 12,223 | \n
Work in process | \n \u00a0 | \n 87,726 | \n \u00a0 | \n 80,665 | \n
Finished goods | \n \u00a0 | \n 81,810 | \n \u00a0 | \n 70,007 | \n
Reserve for obsolete inventory | \n \u00a0 | \n (5,830) | \n \u00a0 | \n (5,907) | \n
Total inventories, net | \n $ | \n 180,981 | \n $ | \n 158,288 | \n
3. PROPERTY AND EQUIPMENT
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\u00a0
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At June 30, 2026 and December 31, 2025, property and equipment consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Buildings and improvements | \n $ | \n 366,839 | \n $ | \n 361,898 | \n
Equipment, computers and furniture | \n \u00a0 | \n 246,169 | \n \u00a0 | \n 230,532 | \n
Leasehold improvements | \n \u00a0 | \n 290,124 | \n \u00a0 | \n 277,518 | \n
Land | \n \u00a0 | \n 35,646 | \n \u00a0 | \n 35,207 | \n
Land improvements | \n \u00a0 | \n 6,133 | \n \u00a0 | \n 6,312 | \n
Assets under construction | \n \u00a0 | \n 33,155 | \n \u00a0 | \n 22,854 | \n
Capitalized interest | \n \u00a0 | \n 35,426 | \n \u00a0 | \n 34,763 | \n
Total property and equipment | \n \u00a0 | \n 1,013,492 | \n \u00a0 | \n 969,084 | \n
Less: accumulated depreciation | \n \u00a0 | \n (317,784) | \n \u00a0 | \n (278,191) | \n
Property and equipment, net | \n $ | \n 695,708 | \n $ | \n 690,893 | \n
Depreciation expense for the three and six months ended June 30, 2026 totaled $21,543 thousand and $42,273 thousand, respectively, of which $13,226 thousand and $26,455 thousand, respectively, is included in cost of goods sold. Depreciation expense for the three and six months ended June 30, 2025 totaled $17,234 thousand and $34,071 thousand, respectively, of which $10,846 thousand and $21,595 thousand, respectively, is included in cost of goods sold.
\u00a0
Assets under construction represent costs associated with construction projects related to cultivation and production facilities and retail stores. The Company capitalizes interest expense incurred during the active construction of qualifying assets, primarily cultivation and processing facilities and retail stores under development. Capitalization commences when expenditures for the asset are being made, activities necessary to prepare the asset for its intended use are in progress, and interest costs are being incurred. Capitalization ceases when the asset is substantially complete and ready for its intended use. The amount of interest capitalized is based on the weighted average rate applicable to the Company's outstanding borrowings.
\u00a0
Interest cost incurred and capitalized during the three and six months ended June 30, 2026 and 2025 was as follows:
\u00a0
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Interest expense incurred | \n $ | \n 6,438 | \n $ | \n 5,610 | \n \u00a0 | \n $ | \n 11,923 | \n $ | \n 11,257 | \n
Less: interest expense capitalized | \n \u00a0 | \n (343) | \n \u00a0 | \n (564) | \n \u00a0 | \n \u00a0 | \n (663) | \n \u00a0 | \n (1,346) | \n
Interest expense recognized in operations | \n $ | \n 6,095 | \n $ | \n 5,046 | \n \u00a0 | \n $ | \n 11,260 | \n $ | \n 9,911 | \n
\u00a0
"}]},{"name":"rpt:f-495","factDimensions":{"xbrl:concept":"us-gaap:PropertyPlantAndEquipmentTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"At June 30, 2026 and December 31, 2025, property and equipment consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Buildings and improvements | \n $ | \n 366,839 | \n $ | \n 361,898 | \n
Equipment, computers and furniture | \n \u00a0 | \n 246,169 | \n \u00a0 | \n 230,532 | \n
Leasehold improvements | \n \u00a0 | \n 290,124 | \n \u00a0 | \n 277,518 | \n
Land | \n \u00a0 | \n 35,646 | \n \u00a0 | \n 35,207 | \n
Land improvements | \n \u00a0 | \n 6,133 | \n \u00a0 | \n 6,312 | \n
Assets under construction | \n \u00a0 | \n 33,155 | \n \u00a0 | \n 22,854 | \n
Capitalized interest | \n \u00a0 | \n 35,426 | \n \u00a0 | \n 34,763 | \n
Total property and equipment | \n \u00a0 | \n 1,013,492 | \n \u00a0 | \n 969,084 | \n
Less: accumulated depreciation | \n \u00a0 | \n (317,784) | \n \u00a0 | \n (278,191) | \n
Property and equipment, net | \n $ | \n 695,708 | \n $ | \n 690,893 | \n
Interest cost incurred and capitalized during the three and six months ended June 30, 2026 and 2025 was as follows:
\u00a0
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Interest expense incurred | \n $ | \n 6,438 | \n $ | \n 5,610 | \n \u00a0 | \n $ | \n 11,923 | \n $ | \n 11,257 | \n
Less: interest expense capitalized | \n \u00a0 | \n (343) | \n \u00a0 | \n (564) | \n \u00a0 | \n \u00a0 | \n (663) | \n \u00a0 | \n (1,346) | \n
Interest expense recognized in operations | \n $ | \n 6,095 | \n $ | \n 5,046 | \n \u00a0 | \n $ | \n 11,260 | \n $ | \n 9,911 | \n
4. INTANGIBLE ASSETS AND GOODWILL
\u00a0
\u00a0
\u00a0
(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 June 30, 2026 and December 31, 2025, intangible assets consisted of the following:
\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n ||||||||
\u00a0 | \n \u00a0 | \n Gross Carrying Amount | \n \u00a0 | \n Accumulated Amortization | \n \u00a0 | \n Net Book Value | \n \u00a0 | \n Gross Carrying Amount | \n \u00a0 | \n Accumulated Amortization | \n \u00a0 | \n Net Book Value | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n (in thousands) | \n ||||||||
Licenses and permits | \n $ | \n 704,859 | \n $ | \n 269,593 | \n $ | \n 435,266 | \n $ | \n 682,639 | \n $ | \n 246,669 | \n $ | \n 435,970 | \n
Trademarks | \n \u00a0 | \n 1,430 | \n \u00a0 | \n 1,111 | \n \u00a0 | \n 319 | \n \u00a0 | \n 1,430 | \n \u00a0 | \n 1,027 | \n \u00a0 | \n 403 | \n
Customer relationships | \n \u00a0 | \n 15,140 | \n \u00a0 | \n 15,140 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 15,140 | \n \u00a0 | \n 14,832 | \n \u00a0 | \n 308 | \n
Total intangible assets | \n $ | \n 721,429 | \n $ | \n 285,844 | \n $ | \n 435,585 | \n $ | \n 699,209 | \n $ | \n 262,528 | \n $ | \n 436,681 | \n
\u00a0
The Company recorded amortization expense for the three and six months ended June 30, 2026 of $11,633 thousand and $23,316 thousand, respectively. The Company recorded amortization expense for the three and six months ended June 30, 2025 of $12,437 thousand and $25,011 thousand, respectively. As of June 30, 2026 and December 31, 2025, intangible assets are carried net of accumulated impairment losses of $31,131 thousand as of each period then ended.
The following table outlines the estimated annual amortization expense related to intangible assets as of June 30, 2026:
\u00a0
\n| \n | \n | \n |
\u00a0 | \n \u00a0 | \n Estimated | \n
Year Ending December 31, | \n \u00a0 | \n (in thousands) | \n
Remainder of 2026 | \n $ | \n 23,604 | \n
2027 | \n \u00a0 | \n 47,207 | \n
2028 | \n \u00a0 | \n 47,110 | \n
2029 | \n \u00a0 | \n 47,041 | \n
2030 | \n \u00a0 | \n 46,999 | \n
2031 and thereafter | \n \u00a0 | \n 223,624 | \n
\u00a0 | \n $ | \n 435,585 | \n
As of June 30, 2026, the weighted average amortization period remaining for intangible assets was 9.63 years.
4. INTANGIBLE ASSETS AND GOODWILL (Continued)
\u00a0
\u00a0
\u00a0
(b) Goodwill
At June 30, 2026 and December 31, 2025 the balances of goodwill, by segment, consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Retail | \n $ | \n 286,670 | \n $ | \n 277,342 | \n
Consumer packaged goods | \n \u00a0 | \n 314,809 | \n \u00a0 | \n 314,809 | \n
Total | \n $ | \n 601,479 | \n $ | \n 592,151 | \n
Goodwill is recognized net of accumulated impairment losses of $57,372 thousand as of June 30, 2026 and December 31, 2025. During the three and six months ended June 30, 2026 and 2025, there were no conditions present that would require consideration as to whether an impairment test was necessary.
"}]},{"name":"rpt:f-538","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"At June 30, 2026 and December 31, 2025, intangible assets consisted of the following:
\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n ||||||||
\u00a0 | \n \u00a0 | \n Gross Carrying Amount | \n \u00a0 | \n Accumulated Amortization | \n \u00a0 | \n Net Book Value | \n \u00a0 | \n Gross Carrying Amount | \n \u00a0 | \n Accumulated Amortization | \n \u00a0 | \n Net Book Value | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n (in thousands) | \n ||||||||
Licenses and permits | \n $ | \n 704,859 | \n $ | \n 269,593 | \n $ | \n 435,266 | \n $ | \n 682,639 | \n $ | \n 246,669 | \n $ | \n 435,970 | \n
Trademarks | \n \u00a0 | \n 1,430 | \n \u00a0 | \n 1,111 | \n \u00a0 | \n 319 | \n \u00a0 | \n 1,430 | \n \u00a0 | \n 1,027 | \n \u00a0 | \n 403 | \n
Customer relationships | \n \u00a0 | \n 15,140 | \n \u00a0 | \n 15,140 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 15,140 | \n \u00a0 | \n 14,832 | \n \u00a0 | \n 308 | \n
Total intangible assets | \n $ | \n 721,429 | \n $ | \n 285,844 | \n $ | \n 435,585 | \n $ | \n 699,209 | \n $ | \n 262,528 | \n $ | \n 436,681 | \n
The following table outlines the estimated annual amortization expense related to intangible assets as of June 30, 2026:
\u00a0
\n| \n | \n | \n |
\u00a0 | \n \u00a0 | \n Estimated | \n
Year Ending December 31, | \n \u00a0 | \n (in thousands) | \n
Remainder of 2026 | \n $ | \n 23,604 | \n
2027 | \n \u00a0 | \n 47,207 | \n
2028 | \n \u00a0 | \n 47,110 | \n
2029 | \n \u00a0 | \n 47,041 | \n
2030 | \n \u00a0 | \n 46,999 | \n
2031 and thereafter | \n \u00a0 | \n 223,624 | \n
\u00a0 | \n $ | \n 435,585 | \n
"}]},{"name":"rpt:f-570","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"23604000","decimals":-3}]},{"name":"rpt:f-571","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearThree","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"47207000","decimals":-3}]},{"name":"rpt:f-572","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearFour","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"47110000","decimals":-3}]},{"name":"rpt:f-573","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearFive","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"47041000","decimals":-3}]},{"name":"rpt:f-574","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"46999000","decimals":-3}]},{"name":"rpt:f-575","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"223624000","decimals":-3}]},{"name":"rpt:f-576","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsNet","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"435585000","decimals":-3}]},{"name":"rpt:f-577","factDimensions":{"xbrl:concept":"us-gaap:AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","us-gaap:IndefiniteLivedIntangibleAssetsByMajorClassAxis":"us-gaap:OtherIntangibleAssetsMember"},"factValues":[{"value":"P9Y7M17D"}]},{"name":"rpt:f-578","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfGoodwillTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"
At June 30, 2026 and December 31, 2025 the balances of goodwill, by segment, consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Retail | \n $ | \n 286,670 | \n $ | \n 277,342 | \n
Consumer packaged goods | \n \u00a0 | \n 314,809 | \n \u00a0 | \n 314,809 | \n
Total | \n $ | \n 601,479 | \n $ | \n 592,151 | \n
5. INVESTMENTS
\u00a0
\u00a0
\u00a0
As of June 30, 2026 and December 31, 2025, 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 $30,347 thousand and $32,720 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\u2019s investments during the six months ended June 30, 2026 and year ended December 31, 2025:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Beginning | \n $ | \n 32,720 | \n $ | \n 43,578 | \n
Additions | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 432 | \n
Proceeds | \n \u00a0 | \n (69) | \n \u00a0 | \n (150) | \n
Fair value adjustments | \n \u00a0 | \n (2,304) | \n \u00a0 | \n (10,998) | \n
Transfers and other | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (142) | \n
Ending | \n $ | \n 30,347 | \n $ | \n 32,720 | \n
\u00a0
The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments during the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n Six Months Ended June 30, | \n ||||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n (in thousands) | \n ||||||||
Equity investments | \n $ | \n (1,304) | \n $ | \n \u2014 | \n \u00a0 | \n $ | \n (1,304) | \n $ | \n \u2014 | \n
Notes receivable instruments | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n
Accrued interest on notes receivable instruments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 25 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 50 | \n
Net fair value gains (losses) | \n $ | \n (2,304) | \n $ | \n 25 | \n \u00a0 | \n $ | \n (2,304) | \n $ | \n 50 | \n
\u00a0
(a) Equity Investments
\u00a0
The Company invests in both publicly traded and privately held cannabis and cannabis-related companies. 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 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 sheet.
\u00a0
Unrealized loss recognized on the Company's equity investments held during the three and six months ended June 30, 2026 was $1,304 thousand. There was no unrealized gain or (loss) recognized on the Company's equity investments held during the three and six months ended June 30, 2025.
\u00a0
As of June 30, 2026, the Company held no Level 1 equity investments.
\u00a0
The following table summarizes the change in the Company's Level 3 equity investments during the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n Six Months Ended June 30, | \n ||||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n (in thousands) | \n ||||||||
Beginning | \n $ | \n 29,775 | \n $ | \n 36,487 | \n \u00a0 | \n $ | \n 29,775 | \n $ | \n 36,487 | \n
Additions | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 400 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 400 | \n
Fair value adjustments | \n \u00a0 | \n (1,304) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n (1,304) | \n \u00a0 | \n \u2014 | \n
Ending | \n $ | \n 28,471 | \n $ | \n 36,887 | \n \u00a0 | \n $ | \n 28,471 | \n $ | \n 36,887 | \n
\u00a0
See Note 14 - Fair Value Measurements for additional details.
5. INVESTMENTS (Continued)
\u00a0
\u00a0
\u00a0
(b) Notes Receivable Instruments
\u00a0
The Company invests in both publicly traded and privately held cannabis and cannabis-related companies by, among other things, 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. The Company has classified all of its notes receivable instruments as trading securities and included such amounts within investments on the Company's unaudited interim condensed consolidated balance sheets.
\u00a0
As of June 30, 2026, the Company held no Level 1 notes receivable instruments.
\u00a0
The following table summarizes the change in the Company's Level 3 notes receivable instruments during the three and six months ended June 30, 2026 and 2025.
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n Six Months Ended June 30, | \n ||||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n (in thousands) | \n ||||||||
Beginning | \n $ | \n 2,889 | \n $ | \n 6,974 | \n \u00a0 | \n $ | \n 2,945 | \n $ | \n 7,091 | \n
Proceeds | \n \u00a0 | \n (13) | \n \u00a0 | \n (50) | \n \u00a0 | \n \u00a0 | \n (69) | \n \u00a0 | \n (50) | \n
Fair value adjustments | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n
Accrued interest | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 25 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 50 | \n
Transfers and other | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (142) | \n
Ending | \n $ | \n 1,876 | \n $ | \n 6,949 | \n \u00a0 | \n $ | \n 1,876 | \n $ | \n 6,949 | \n
\u00a0
The Company's Level 3 notes receivable instruments had a stated interest rate of 10% and terms of five years.
\u00a0
See Note 14 - Fair Value Measurements for additional details.
"}]},{"name":"rpt:f-590","factDimensions":{"xbrl:concept":"us-gaap:EquityFairValueDisclosure","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD","us-gaap:RelatedPartyTransactionsByRelatedPartyAxis":"gtbif:CannabisCompaniesMember"},"factValues":[{"value":"30347000","decimals":-3}]},{"name":"rpt:f-591","factDimensions":{"xbrl:concept":"us-gaap:EquityFairValueDisclosure","xbrl:period":"2026-01-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD","us-gaap:RelatedPartyTransactionsByRelatedPartyAxis":"gtbif:CannabisCompaniesMember"},"factValues":[{"value":"32720000","decimals":-3}]},{"name":"rpt:f-592","factDimensions":{"xbrl:concept":"gtbif:ScheduleOfLongTermInvestmentsTableTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"The following table summarizes the changes in the Company\u2019s investments during the six months ended June 30, 2026 and year ended December 31, 2025:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Beginning | \n $ | \n 32,720 | \n $ | \n 43,578 | \n
Additions | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 432 | \n
Proceeds | \n \u00a0 | \n (69) | \n \u00a0 | \n (150) | \n
Fair value adjustments | \n \u00a0 | \n (2,304) | \n \u00a0 | \n (10,998) | \n
Transfers and other | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (142) | \n
Ending | \n $ | \n 30,347 | \n $ | \n 32,720 | \n
\u00a0
The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments during the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n Six Months Ended June 30, | \n ||||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n (in thousands) | \n ||||||||
Equity investments | \n $ | \n (1,304) | \n $ | \n \u2014 | \n \u00a0 | \n $ | \n (1,304) | \n $ | \n \u2014 | \n
Notes receivable instruments | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n
Accrued interest on notes receivable instruments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 25 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 50 | \n
Net fair value gains (losses) | \n $ | \n (2,304) | \n $ | \n 25 | \n \u00a0 | \n $ | \n (2,304) | \n $ | \n 50 | \n
\u00a0
"}]},{"name":"rpt:f-593","factDimensions":{"xbrl:concept":"us-gaap:LongTermInvestments","xbrl:period":"2026-01-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"32720000","decimals":-3}]},{"name":"rpt:f-594","factDimensions":{"xbrl:concept":"us-gaap:LongTermInvestments","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"43578000","decimals":-3}]},{"name":"rpt:f-595","factDimensions":{"xbrl:concept":"gtbif:AdditionalToLongTermInvesmnets","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-3}]},{"name":"rpt:f-596","factDimensions":{"xbrl:concept":"gtbif:AdditionalToLongTermInvesmnets","xbrl:period":"2025-01-01T00:00:00/2026-01-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"432000","decimals":-3}]},{"name":"rpt:f-597","factDimensions":{"xbrl:concept":"gtbif:ProceedsOfLongTermInvestments","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"69000","decimals":-3}]},{"name":"rpt:f-598","factDimensions":{"xbrl:concept":"gtbif:ProceedsOfLongTermInvestments","xbrl:period":"2025-01-01T00:00:00/2026-01-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"150000","decimals":-3}]},{"name":"rpt:f-599","factDimensions":{"xbrl:concept":"gtbif:FairValueAdjustment","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-2304000","decimals":-3}]},{"name":"rpt:f-600","factDimensions":{"xbrl:concept":"gtbif:FairValueAdjustment","xbrl:period":"2025-01-01T00:00:00/2026-01-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-10998000","decimals":-3}]},{"name":"rpt:f-601","factDimensions":{"xbrl:concept":"us-gaap:TransferOfInvestments","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-3}]},{"name":"rpt:f-602","factDimensions":{"xbrl:concept":"us-gaap:TransferOfInvestments","xbrl:period":"2025-01-01T00:00:00/2026-01-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"142000","decimals":-3}]},{"name":"rpt:f-603","factDimensions":{"xbrl:concept":"us-gaap:LongTermInvestments","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"30347000","decimals":-3}]},{"name":"rpt:f-604","factDimensions":{"xbrl:concept":"us-gaap:LongTermInvestments","xbrl:period":"2026-01-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"32720000","decimals":-3}]},{"name":"rpt:f-605","factDimensions":{"xbrl:concept":"us-gaap:InvestmentTableTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments during the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n Six Months Ended June 30, | \n ||||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n (in thousands) | \n ||||||||
Equity investments | \n $ | \n (1,304) | \n $ | \n \u2014 | \n \u00a0 | \n $ | \n (1,304) | \n $ | \n \u2014 | \n
Notes receivable instruments | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n
Accrued interest on notes receivable instruments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 25 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 50 | \n
Net fair value gains (losses) | \n $ | \n (2,304) | \n $ | \n 25 | \n \u00a0 | \n $ | \n (2,304) | \n $ | \n 50 | \n
The following table summarizes the change in the Company's Level 3 equity investments during the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n Six Months Ended June 30, | \n ||||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n (in thousands) | \n ||||||||
Beginning | \n $ | \n 29,775 | \n $ | \n 36,487 | \n \u00a0 | \n $ | \n 29,775 | \n $ | \n 36,487 | \n
Additions | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 400 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 400 | \n
Fair value adjustments | \n \u00a0 | \n (1,304) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n (1,304) | \n \u00a0 | \n \u2014 | \n
Ending | \n $ | \n 28,471 | \n $ | \n 36,887 | \n \u00a0 | \n $ | \n 28,471 | \n $ | \n 36,887 | \n
The following table summarizes the change in the Company's Level 3 notes receivable instruments during the three and six months ended June 30, 2026 and 2025.
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n Six Months Ended June 30, | \n ||||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n (in thousands) | \n ||||||||
Beginning | \n $ | \n 2,889 | \n $ | \n 6,974 | \n \u00a0 | \n $ | \n 2,945 | \n $ | \n 7,091 | \n
Proceeds | \n \u00a0 | \n (13) | \n \u00a0 | \n (50) | \n \u00a0 | \n \u00a0 | \n (69) | \n \u00a0 | \n (50) | \n
Fair value adjustments | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n (1,000) | \n \u00a0 | \n \u2014 | \n
Accrued interest | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 25 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 50 | \n
Transfers and other | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (142) | \n
Ending | \n $ | \n 1,876 | \n $ | \n 6,949 | \n \u00a0 | \n $ | \n 1,876 | \n $ | \n 6,949 | \n
6. ACQUISITIONS
\u00a0
\u00a0
\u00a0
(a) Business Combinations:
\u00a0
During the six months ended June 30, 2026, the Company obtained control of several retail cannabis operations for the purposes of expanding its retail presence. In each case, the Company obtained a controlling financial interest as the primary beneficiary of a VIE through management services agreements and related asset purchase agreements with the license-holding entities, rather than through the acquisition of equity or legal title. Each transaction was accounted for in accordance with ASC 805, Business Combinations, as a business combination, with results included from the date control was obtained.
The most significant transaction was the acquisition of control over eight retail dispensary licenses (the \u201cEight Retail Stores\u201d), for consideration consisting of cash and an acquisition payable due upon regulatory approval of the transfer of the underlying licenses. The remaining transactions were individually immaterial and have been aggregated below. The purchase price allocations are preliminary and subject to change during the measurement period, principally with respect to the valuation of intangible assets and residual goodwill. The following table summarizes the preliminary acquisition-date fair values recognized:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n |||||
\u00a0 | \n \u00a0 | \n \u00a0 | \n Eight Retail Stores | \n \u00a0 | \n Other Retail Stores | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Cash | \n $ | \n 83 | \n $ | \n 4 | \n $ | \n 87 | \n |
Inventory | \n \u00a0 | \n 1,469 | \n \u00a0 | \n 149 | \n \u00a0 | \n 1,618 | \n |
Prepaid expenses | \n \u00a0 | \n 538 | \n \u00a0 | \n 60 | \n \u00a0 | \n 598 | \n |
Property and equipment, net | \n \u00a0 | \n 9,990 | \n \u00a0 | \n 2,134 | \n \u00a0 | \n 12,124 | \n |
Operating lease right-of-use asset | \n \u00a0 | \n 9,874 | \n \u00a0 | \n 497 | \n \u00a0 | \n 10,371 | \n |
Deposits and other assets | \n \u00a0 | \n 268 | \n \u00a0 | \n 11 | \n \u00a0 | \n 279 | \n |
Intangible assets, net: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Licenses and permits | \n \u00a0 | \n 21,120 | \n \u00a0 | \n 1,100 | \n \u00a0 | \n 22,220 | \n |
Liabilities assumed | \n \u00a0 | \n (310) | \n \u00a0 | \n (854) | \n \u00a0 | \n (1,164) | \n |
Operating lease liabilities | \n \u00a0 | \n (9,874) | \n \u00a0 | \n (497) | \n \u00a0 | \n (10,371) | \n |
Total identifiable net assets | \n \u00a0 | \n 33,158 | \n \u00a0 | \n 2,604 | \n \u00a0 | \n 35,762 | \n |
Goodwill | \n \u00a0 | \n 9,052 | \n \u00a0 | \n 276 | \n \u00a0 | \n 9,328 | \n |
Net assets | \n \u00a0 | \n $ | \n 42,210 | \n $ | \n 2,880 | \n $ | \n 45,090 | \n
\u00a0
Consideration Transferred:
\n| \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n Eight Retail Stores | \n \u00a0 | \n Other Retail Stores | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Cash | \n $ | \n 11,960 | \n $ | \n 2,830 | \n $ | \n 14,790 | \n |
Contingent consideration payable | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 50 | \n \u00a0 | \n 50 | \n |
Acquisition payable | \n \u00a0 | \n 30,250 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 30,250 | \n |
Total consideration transferred | \n $ | \n 42,210 | \n $ | \n 2,880 | \n $ | \n 45,090 | \n
\u00a0
The acquired license intangible assets have a weighted-average amortization period of approximately 15 years. Goodwill reflects expected synergies from integrating the acquired operations into the Company\u2019s existing retail network and is deductible for income tax purposes. Acquisition-related costs and the effect on pro forma results were not material.
"}]},{"name":"rpt:f-671","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":" The following table summarizes the preliminary acquisition-date fair values recognized:\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n |||||
\u00a0 | \n \u00a0 | \n \u00a0 | \n Eight Retail Stores | \n \u00a0 | \n Other Retail Stores | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Cash | \n $ | \n 83 | \n $ | \n 4 | \n $ | \n 87 | \n |
Inventory | \n \u00a0 | \n 1,469 | \n \u00a0 | \n 149 | \n \u00a0 | \n 1,618 | \n |
Prepaid expenses | \n \u00a0 | \n 538 | \n \u00a0 | \n 60 | \n \u00a0 | \n 598 | \n |
Property and equipment, net | \n \u00a0 | \n 9,990 | \n \u00a0 | \n 2,134 | \n \u00a0 | \n 12,124 | \n |
Operating lease right-of-use asset | \n \u00a0 | \n 9,874 | \n \u00a0 | \n 497 | \n \u00a0 | \n 10,371 | \n |
Deposits and other assets | \n \u00a0 | \n 268 | \n \u00a0 | \n 11 | \n \u00a0 | \n 279 | \n |
Intangible assets, net: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Licenses and permits | \n \u00a0 | \n 21,120 | \n \u00a0 | \n 1,100 | \n \u00a0 | \n 22,220 | \n |
Liabilities assumed | \n \u00a0 | \n (310) | \n \u00a0 | \n (854) | \n \u00a0 | \n (1,164) | \n |
Operating lease liabilities | \n \u00a0 | \n (9,874) | \n \u00a0 | \n (497) | \n \u00a0 | \n (10,371) | \n |
Total identifiable net assets | \n \u00a0 | \n 33,158 | \n \u00a0 | \n 2,604 | \n \u00a0 | \n 35,762 | \n |
Goodwill | \n \u00a0 | \n 9,052 | \n \u00a0 | \n 276 | \n \u00a0 | \n 9,328 | \n |
Net assets | \n \u00a0 | \n $ | \n 42,210 | \n $ | \n 2,880 | \n $ | \n 45,090 | \n
Consideration Transferred:
\n| \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n Eight Retail Stores | \n \u00a0 | \n Other Retail Stores | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Cash | \n $ | \n 11,960 | \n $ | \n 2,830 | \n $ | \n 14,790 | \n |
Contingent consideration payable | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 50 | \n \u00a0 | \n 50 | \n |
Acquisition payable | \n \u00a0 | \n 30,250 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 30,250 | \n |
Total consideration transferred | \n $ | \n 42,210 | \n $ | \n 2,880 | \n $ | \n 45,090 | \n
7. VARIABLE INTEREST ENTITIES
\u00a0
\u00a0
\u00a0
The Company has entered into management service agreements in multiple states with various entities to expand its retail cannabis presence, including through the operation and acquisition of cannabis dispensary licenses. The Company has evaluated these arrangements under ASC 810, Consolidation, and has determined that these entities are VIEs for which the Company is the primary beneficiary and holds a controlling financial interest. The Company's direct or indirect ownership interest in these entities ranges from 0% to 45.9% as of June 30, 2026.
\u00a0
The following table presents the summarized assets and liabilities of the Company's consolidated VIEs as of June 30, 2026 and December 31, 2025. Amounts reflect only the third-party assets and liabilities of those VIEs and exclude intercompany balances eliminated in consolidation.
\u00a0
\n| \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Cash and cash equivalents | \n \u00a0 | \n $ | \n 5,494 | \n $ | \n 2,229 | \n
Inventories, net | \n \u00a0 | \n \u00a0 | \n 3,047 | \n \u00a0 | \n 840 | \n
Prepaid expenses | \n \u00a0 | \n \u00a0 | \n 977 | \n \u00a0 | \n 72 | \n
Other current assets | \n \u00a0 | \n \u00a0 | \n 441 | \n \u00a0 | \n 257 | \n
Total current assets | \n \u00a0 | \n \u00a0 | \n 9,959 | \n \u00a0 | \n 3,398 | \n
Property and equipment, net | \n \u00a0 | \n \u00a0 | \n 14,085 | \n \u00a0 | \n 1,526 | \n
Operating lease right of use assets, net | \n \u00a0 | \n \u00a0 | \n 12,728 | \n \u00a0 | \n 2,682 | \n
Intangible assets, net | \n \u00a0 | \n \u00a0 | \n 24,878 | \n \u00a0 | \n 2,873 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 10,567 | \n \u00a0 | \n 1,239 | \n
Deposits and other assets | \n \u00a0 | \n \u00a0 | \n 1,942 | \n \u00a0 | \n 1,716 | \n
Total assets | \n \u00a0 | \n $ | \n 74,159 | \n $ | \n 13,434 | \n
Current liabilities: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Accounts payable | \n \u00a0 | \n \u00a0 | \n 3,323 | \n \u00a0 | \n 1,073 | \n
Accrued liabilities | \n \u00a0 | \n \u00a0 | \n 1,077 | \n \u00a0 | \n 286 | \n
Current portion of operating lease liabilities | \n \u00a0 | \n \u00a0 | \n 2,606 | \n \u00a0 | \n 591 | \n
Total current liabilities | \n \u00a0 | \n \u00a0 | \n 7,006 | \n \u00a0 | \n 1,950 | \n
Operating lease liabilities, net of current portion | \n \u00a0 | \n \u00a0 | \n 10,153 | \n \u00a0 | \n 2,128 | \n
Total liabilities | \n \u00a0 | \n $ | \n 17,159 | \n $ | \n 4,078 | \n
\u00a0
\u00a0
"}]},{"name":"rpt:f-723","factDimensions":{"xbrl:concept":"us-gaap:VariableInterestEntityOwnershipPercentage","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"0","decimals":2}]},{"name":"rpt:f-724","factDimensions":{"xbrl:concept":"us-gaap:VariableInterestEntityOwnershipPercentage","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"0.459","decimals":3}]},{"name":"rpt:f-725","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfVariableInterestEntitiesTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"The following table presents the summarized assets and liabilities of the Company's consolidated VIEs as of June 30, 2026 and December 31, 2025. Amounts reflect only the third-party assets and liabilities of those VIEs and exclude intercompany balances eliminated in consolidation.
\u00a0
\n| \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Cash and cash equivalents | \n \u00a0 | \n $ | \n 5,494 | \n $ | \n 2,229 | \n
Inventories, net | \n \u00a0 | \n \u00a0 | \n 3,047 | \n \u00a0 | \n 840 | \n
Prepaid expenses | \n \u00a0 | \n \u00a0 | \n 977 | \n \u00a0 | \n 72 | \n
Other current assets | \n \u00a0 | \n \u00a0 | \n 441 | \n \u00a0 | \n 257 | \n
Total current assets | \n \u00a0 | \n \u00a0 | \n 9,959 | \n \u00a0 | \n 3,398 | \n
Property and equipment, net | \n \u00a0 | \n \u00a0 | \n 14,085 | \n \u00a0 | \n 1,526 | \n
Operating lease right of use assets, net | \n \u00a0 | \n \u00a0 | \n 12,728 | \n \u00a0 | \n 2,682 | \n
Intangible assets, net | \n \u00a0 | \n \u00a0 | \n 24,878 | \n \u00a0 | \n 2,873 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 10,567 | \n \u00a0 | \n 1,239 | \n
Deposits and other assets | \n \u00a0 | \n \u00a0 | \n 1,942 | \n \u00a0 | \n 1,716 | \n
Total assets | \n \u00a0 | \n $ | \n 74,159 | \n $ | \n 13,434 | \n
Current liabilities: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Accounts payable | \n \u00a0 | \n \u00a0 | \n 3,323 | \n \u00a0 | \n 1,073 | \n
Accrued liabilities | \n \u00a0 | \n \u00a0 | \n 1,077 | \n \u00a0 | \n 286 | \n
Current portion of operating lease liabilities | \n \u00a0 | \n \u00a0 | \n 2,606 | \n \u00a0 | \n 591 | \n
Total current liabilities | \n \u00a0 | \n \u00a0 | \n 7,006 | \n \u00a0 | \n 1,950 | \n
Operating lease liabilities, net of current portion | \n \u00a0 | \n \u00a0 | \n 10,153 | \n \u00a0 | \n 2,128 | \n
Total liabilities | \n \u00a0 | \n $ | \n 17,159 | \n $ | \n 4,078 | \n
8. LEASES
\u00a0
\u00a0
\u00a0
(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 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 the three and six months ended June 30, 2026, the Company recorded operating lease expense of $13,713 thousand and $27,161 thousand, respectively compared to operating lease expense of $12,804 thousand and $25,572 thousand for the three and six months ended June 30, 2025, respectively.
\u00a0
Other information related to operating leases as of June 30, 2026 and December 31, 2025 were as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
Weighted average remaining lease term (years) | \n \u00a0 | \n 9.25 | \n \u00a0 | \n 9.80 | \n
Weighted average discount rate | \n \u00a0 | \n 12.02% | \n \u00a0 | \n 12.16% | \n
\u00a0
Maturities of lease liabilities for operating leases as of June 30, 2026 were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Maturities of Lease Liability | \n ||||
Year Ending December 31, | \n \u00a0 | \n Third-Party | \n \u00a0 | \n Related Party | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Remainder of 2026 | \n $ | \n 26,576 | \n $ | \n 264 | \n $ | \n 26,840 | \n
2027 | \n \u00a0 | \n 53,871 | \n \u00a0 | \n 491 | \n \u00a0 | \n 54,362 | \n
2028 | \n \u00a0 | \n 51,469 | \n \u00a0 | \n 282 | \n \u00a0 | \n 51,751 | \n
2029 | \n \u00a0 | \n 48,032 | \n \u00a0 | \n 287 | \n \u00a0 | \n 48,319 | \n
2030 | \n \u00a0 | \n 45,378 | \n \u00a0 | \n 293 | \n \u00a0 | \n 45,671 | \n
2031 and thereafter | \n \u00a0 | \n 257,956 | \n \u00a0 | \n 475 | \n \u00a0 | \n 258,431 | \n
Total lease payments | \n \u00a0 | \n 483,282 | \n \u00a0 | \n 2,092 | \n \u00a0 | \n 485,374 | \n
Less: interest | \n \u00a0 | \n (207,633) | \n \u00a0 | \n (546) | \n \u00a0 | \n (208,179) | \n
Present value of operating lease liability | \n $ | \n 275,649 | \n $ | \n 1,546 | \n $ | \n 277,195 | \n
\u00a0
(b) Finance Leases
\u00a0
In certain markets, the Company leases vehicles at its retail stores for residential delivery, where permitted. Many such leases are accounted for as finance leases. The terms of the vehicle leases are generally five years, do not contain renewal options, and expire at various dates through 2031. The Company's finance leases as of June 30, 2026 were not material and were included in Deposits and other assets and Other long-term liabilities on the Company's unaudited interim condensed consolidated balance sheets.
\u00a0
(c) 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 six months ended June 30, 2026, the Company recorded lease expense of $126 thousand and $252 thousand, respectively, compared to lease expense of $126 thousand and $252 thousand for the three and six months ended June 30, 2025, respectively, associated with these leasing arrangements.
"}]},{"name":"rpt:f-761","factDimensions":{"xbrl:concept":"us-gaap:OperatingLeaseExpense","xbrl:period":"2026-04-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"13713000","decimals":-3}]},{"name":"rpt:f-762","factDimensions":{"xbrl:concept":"us-gaap:OperatingLeaseExpense","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"27161000","decimals":-3}]},{"name":"rpt:f-763","factDimensions":{"xbrl:concept":"us-gaap:OperatingLeaseExpense","xbrl:period":"2025-04-01T00:00:00/2025-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"12804000","decimals":-3}]},{"name":"rpt:f-764","factDimensions":{"xbrl:concept":"us-gaap:OperatingLeaseExpense","xbrl:period":"2025-01-01T00:00:00/2025-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"25572000","decimals":-3}]},{"name":"rpt:f-765","factDimensions":{"xbrl:concept":"gtbif:ScheduleOfOtherInformationRelatedToOperatingLeasesTableTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"Other information related to operating leases as of June 30, 2026 and December 31, 2025 were as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
Weighted average remaining lease term (years) | \n \u00a0 | \n 9.25 | \n \u00a0 | \n 9.80 | \n
Weighted average discount rate | \n \u00a0 | \n 12.02% | \n \u00a0 | \n 12.16% | \n
Maturities of lease liabilities for operating leases as of June 30, 2026 were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Maturities of Lease Liability | \n ||||
Year Ending December 31, | \n \u00a0 | \n Third-Party | \n \u00a0 | \n Related Party | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Remainder of 2026 | \n $ | \n 26,576 | \n $ | \n 264 | \n $ | \n 26,840 | \n
2027 | \n \u00a0 | \n 53,871 | \n \u00a0 | \n 491 | \n \u00a0 | \n 54,362 | \n
2028 | \n \u00a0 | \n 51,469 | \n \u00a0 | \n 282 | \n \u00a0 | \n 51,751 | \n
2029 | \n \u00a0 | \n 48,032 | \n \u00a0 | \n 287 | \n \u00a0 | \n 48,319 | \n
2030 | \n \u00a0 | \n 45,378 | \n \u00a0 | \n 293 | \n \u00a0 | \n 45,671 | \n
2031 and thereafter | \n \u00a0 | \n 257,956 | \n \u00a0 | \n 475 | \n \u00a0 | \n 258,431 | \n
Total lease payments | \n \u00a0 | \n 483,282 | \n \u00a0 | \n 2,092 | \n \u00a0 | \n 485,374 | \n
Less: interest | \n \u00a0 | \n (207,633) | \n \u00a0 | \n (546) | \n \u00a0 | \n (208,179) | \n
Present value of operating lease liability | \n $ | \n 275,649 | \n $ | \n 1,546 | \n $ | \n 277,195 | \n
\u00a0
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NOTES PAYABLE
\u00a0
\u00a0
At June 30, 2026 and December 31, 2025, notes payable consisted of the following:
\n
| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Syndicated credit facility1 | \n $ | \n 181,904 | \n $ | \n 140,909 | \n
Mortgage notes2 | \n \u00a0 | \n 101,105 | \n \u00a0 | \n 103,987 | \n
Total notes payable | \n \u00a0 | \n 283,009 | \n \u00a0 | \n 244,896 | \n
Less: current portion of notes payable | \n \u00a0 | \n (23,726) | \n \u00a0 | \n (18,495) | \n
Notes payable, net of current portion | \n $ | \n 259,283 | \n $ | \n 226,401 | \n
\u00a0
1 As of June 30, 2026 and December 31, 2025, the Credit Facility (as defined below in Section (a) of this Note 9), had an outstanding principal balance of $183,750 thousand and $142,500 thousand, respectively. The Credit Facility was issued at a discount, the carrying value of which was $1,846 thousand and $1,591 thousand as of June 30, 2026 and December 31, 2025, respectively. The Credit Facility matures on September 11, 2029.
\u00a0
2 The Company has issued mortgage notes in connection with various operating properties at an aggregate value of $112,285 thousand as of June 30, 2026 and December 31, 2025. The mortgage notes were issued at a discount, the carrying value of which was $694 thousand and $799 thousand, and are presented net of principal payments of $10,486 thousand and $7,499 thousand as of June 30, 2026 and December 31, 2025, respectively. These mortgage notes mature between December 31, 2028 and June 5, 2035 with interest rates - ranging between 5.00% and 7.77%.
\u00a0
\u00a0
(a) Syndicated Credit Facility
\u00a0
On September 11, 2024, the Company entered into a $150,000 thousand syndicated credit facility led by Valley National Bank, which was amended on February 19, 2026 via Amendment No. 1 thereto to increase the total amount borrowed to $200,000 thousand (as amended, the \u201cCredit Facility\u201d). The Credit Facility has a maturity date of September 11, 2029 and bears interest from the date of issuance at the Secured Overnight Financing Rate plus 500 basis points, payable quarterly. As of June 30, 2026, the floating interest rate on the Credit Facility was 8.68%.
\u00a0
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 (\u201cAdjusted EBITDA\u201d) (see \u201cNon-GAAP Measures\u201d 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 June 30, 2026, the Company was in compliance with all covenants associated with the Credit Facility.
\u00a0
(b) Total Interest Costs
\u00a0
The company capitalizes interest expense based on the weighted average rate applicable to the Company's outstanding borrowings. See Note 3 - Property and Equipment for additional details.
"}]},{"name":"rpt:f-803","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfDebtTableTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"At June 30, 2026 and December 31, 2025, notes payable consisted of the following:
\n
| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Syndicated credit facility1 | \n $ | \n 181,904 | \n $ | \n 140,909 | \n
Mortgage notes2 | \n \u00a0 | \n 101,105 | \n \u00a0 | \n 103,987 | \n
Total notes payable | \n \u00a0 | \n 283,009 | \n \u00a0 | \n 244,896 | \n
Less: current portion of notes payable | \n \u00a0 | \n (23,726) | \n \u00a0 | \n (18,495) | \n
Notes payable, net of current portion | \n $ | \n 259,283 | \n $ | \n 226,401 | \n
\u00a0
1 As of June 30, 2026 and December 31, 2025, the Credit Facility (as defined below in Section (a) of this Note 9), had an outstanding principal balance of $183,750 thousand and $142,500 thousand, respectively. The Credit Facility was issued at a discount, the carrying value of which was $1,846 thousand and $1,591 thousand as of June 30, 2026 and December 31, 2025, respectively. The Credit Facility matures on September 11, 2029.
\u00a0
2 The Company has issued mortgage notes in connection with various operating properties at an aggregate value of $112,285 thousand as of June 30, 2026 and December 31, 2025. The mortgage notes were issued at a discount, the carrying value of which was $694 thousand and $799 thousand, and are presented net of principal payments of $10,486 thousand and $7,499 thousand as of June 30, 2026 and December 31, 2025, respectively. These mortgage notes mature between December 31, 2028 and June 5, 2035 with interest rates - ranging between 5.00% and 7.77%.
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"xbrl:concept":"us-gaap:MinimumNetWorthRequiredForCompliance","xbrl:period":"2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"iso4217:USD","us-gaap:CreditFacilityAxis":"gtbif:SyndicatedCreditFacilitySeptemberElevenTwoThousandTwentyFourMember"},"factValues":[{"value":"500000","decimals":-3}]},{"name":"rpt:f-838","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquityNoteDisclosureTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"10. SHARE CAPITAL
\u00a0
\u00a0
\u00a0
Common shares, which include the Company\u2019s 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.
\u00a0
(a) Authorized
The Company has the following classes of share capital, with each class having no par value:
\u00a0
(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\u2019s shareholders. All Subordinate Voting Shares are ranked equally with regard to the Company\u2019s 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.
\u00a0
(b) Issued and Outstanding
A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Issued and Outstanding | \n ||||
\u00a0 | \n \u00a0 | \n Subordinate | \n \u00a0 | \n Multiple | \n \u00a0 | \n Super | \n
As at January 1, 2026 | \n \u00a0 | \n 206,629,845 | \n \u00a0 | \n 37,472 | \n \u00a0 | \n 201,690 | \n
Issuance of shares upon exercise of options | \n \u00a0 | \n 13,704 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Issuances of shares upon vesting of RSUs | \n \u00a0 | \n 1,930,044 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Issuance of shares to non-employee contractors | \n \u00a0 | \n 12,575 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Repurchase of Subordinate Voting Shares | \n \u00a0 | \n (13,438,787) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Repurchase of Super Voting Shares | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (5,000) | \n
As at June 30, 2026 | \n \u00a0 | \n 195,147,381 | \n \u00a0 | \n 37,472 | \n \u00a0 | \n 196,690 | \n
\u00a0
\u00a0
10. SHARE CAPITAL (Continued)
\u00a0
\u00a0
\u00a0
(i) Repurchase of Subordinate Voting Shares
\u00a0
On September 23, 2025, the Company's Board of Directors authorized a new share repurchase program that commenced immediately following the expiration of the Company's previous share repurchase program. The new program authorizes the Company to repurchase its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand. On April 21, 2026, the Company\u2019s Board of Directors authorized an expansion of the share repurchase program such that the Company may purchase Subordinate Voting Shares at an aggregate cost of up to $150,000 thousand.
During the six months ended June 30, 2026, the Company repurchased approximately 13,438,787 Subordinate Voting Shares for approximately $77,659 thousand, at an average price of $5.78 per share.
Separately, on May 12, 2026, the Company entered into a securities purchase agreements with Benjamin Kovler, the Chairman and Chief Executive Officer and Anthony Georgiadis, the President and a Director, to purchase 2,500 Super Voting Shares from each in private transactions. The price per Super Voting Share was determined based on the closing price of $7.80 per underlying Subordinate Voting Shares as traded on the OTCQX Best Market on the date of the transaction.
(c) Stock-Based Compensation
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 \u201cPlan\u201d). 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\u2019s 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.
\u00a0
10. SHARE CAPITAL (Continued)
\u00a0
\u00a0
\u00a0
(c) Stock-Based Compensation (Continued)
\u00a0
The following table summarizes Stock option activity:
\n
| \n | \n | \n | \n |
\u00a0 | \n Number of Shares | \n Weighted Average Exercise Price | \n Weighted Average Remaining Contractual Life | \n
Balance as of December 31, 2025 | \n 7,692,764 | \n $10.65 | \n 3.78 | \n
Granted | \n 293,217 | \n 6.54 | \n \u00a0 | \n
Exercised | \n (13,704) | \n 7.58 | \n \u00a0 | \n
Forfeited | \n (786,887) | \n 26.21 | \n \u00a0 | \n
Balance as of June 30, 2026 | \n 7,185,390 | \n $8.03 | \n 3.81 | \n
Exercisable as of June 30, 2026 | \n 6,045,234 | \n $7.31 | \n 1.25 | \n
\u00a0
As permitted under ASC 718, Stock Compensation, the Company has made an accounting policy choice to prospectively account for forfeitures when they occur.
\u00a0
The following table summarizes the number of unvested RSU awards as of June 30, 2026 and December 31, 2025 and the changes during the six months ended June 30, 2026:
\n
| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of Shares | \n \u00a0 | \n Weighted Average Grant Date Fair Value | \n
Unvested Shares at December 31, 2025 | \n \u00a0 | \n 9,518,293 | \n $ | \n 8.30 | \n
Granted | \n \u00a0 | \n 3,572,987 | \n \u00a0 | \n 6.59 | \n
Forfeited | \n \u00a0 | \n (1,452,229) | \n \u00a0 | \n 7.24 | \n
Vested | \n \u00a0 | \n (1,930,044) | \n \u00a0 | \n 8.11 | \n
Unvested Shares at June 30, 2026 | \n \u00a0 | \n 9,709,007 | \n $ | \n 7.77 | \n
\u00a0
The stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 was as follows:
\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Stock options expense | \n $ | \n 895 | \n $ | \n 1,766 | \n \u00a0 | \n $ | \n 2,147 | \n $ | \n 3,859 | \n
Restricted stock units expense | \n \u00a0 | \n 9,723 | \n \u00a0 | \n 10,200 | \n \u00a0 | \n \u00a0 | \n 18,988 | \n \u00a0 | \n 18,416 | \n
Total stock based compensation expense | \n $ | \n 10,618 | \n $ | \n 11,966 | \n \u00a0 | \n $ | \n 21,135 | \n $ | \n 22,275 | \n
\u00a0
As of June 30, 2026, $62,462 thousand of total unrecognized expense related to stock-based compensation awards is expected to be recognized over a weighted-average period of 1.86 years.
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\u00a0
\n| \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Issued and Outstanding | \n ||||
\u00a0 | \n \u00a0 | \n Subordinate | \n \u00a0 | \n Multiple | \n \u00a0 | \n Super | \n
As at January 1, 2026 | \n \u00a0 | \n 206,629,845 | \n \u00a0 | \n 37,472 | \n \u00a0 | \n 201,690 | \n
Issuance of shares upon exercise of options | \n \u00a0 | \n 13,704 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Issuances of shares upon vesting of RSUs | \n \u00a0 | \n 1,930,044 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Issuance of shares to non-employee contractors | \n \u00a0 | \n 12,575 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Repurchase of Subordinate Voting Shares | \n \u00a0 | \n (13,438,787) | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Repurchase of Super Voting Shares | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (5,000) | \n
As at June 30, 2026 | \n \u00a0 | \n 195,147,381 | \n \u00a0 | \n 37,472 | \n \u00a0 | \n 196,690 | \n
\n
| \n | \n | \n | \n |
\u00a0 | \n Number of Shares | \n Weighted Average Exercise Price | \n Weighted Average Remaining Contractual Life | \n
Balance as of December 31, 2025 | \n 7,692,764 | \n $10.65 | \n 3.78 | \n
Granted | \n 293,217 | \n 6.54 | \n \u00a0 | \n
Exercised | \n (13,704) | \n 7.58 | \n \u00a0 | \n
Forfeited | \n (786,887) | \n 26.21 | \n \u00a0 | \n
Balance as of June 30, 2026 | \n 7,185,390 | \n $8.03 | \n 3.81 | \n
Exercisable as of June 30, 2026 | \n 6,045,234 | \n $7.31 | \n 1.25 | \n
The following table summarizes the number of unvested RSU awards as of June 30, 2026 and December 31, 2025 and the changes during the six months ended June 30, 2026:
\n
| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of Shares | \n \u00a0 | \n Weighted Average Grant Date Fair Value | \n
Unvested Shares at December 31, 2025 | \n \u00a0 | \n 9,518,293 | \n $ | \n 8.30 | \n
Granted | \n \u00a0 | \n 3,572,987 | \n \u00a0 | \n 6.59 | \n
Forfeited | \n \u00a0 | \n (1,452,229) | \n \u00a0 | \n 7.24 | \n
Vested | \n \u00a0 | \n (1,930,044) | \n \u00a0 | \n 8.11 | \n
Unvested Shares at June 30, 2026 | \n \u00a0 | \n 9,709,007 | \n $ | \n 7.77 | \n
The stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 was as follows:
\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Stock options expense | \n $ | \n 895 | \n $ | \n 1,766 | \n \u00a0 | \n $ | \n 2,147 | \n $ | \n 3,859 | \n
Restricted stock units expense | \n \u00a0 | \n 9,723 | \n \u00a0 | \n 10,200 | \n \u00a0 | \n \u00a0 | \n 18,988 | \n \u00a0 | \n 18,416 | \n
Total stock based compensation expense | \n $ | \n 10,618 | \n $ | \n 11,966 | \n \u00a0 | \n $ | \n 21,135 | \n $ | \n 22,275 | \n
11. INCOME TAX EXPENSE
\u00a0
\u00a0
\u00a0
The following table summarizes the Company\u2019s income tax expense and effective tax rates for the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Income before income taxes | \n $ | \n 15,948 | \n $ | \n 22,308 | \n \u00a0 | \n $ | \n 79,087 | \n $ | \n 62,024 | \n
Income tax expense | \n \u00a0 | \n 12,521 | \n \u00a0 | \n 21,576 | \n \u00a0 | \n \u00a0 | \n 60,613 | \n \u00a0 | \n 52,891 | \n
Effective tax rate | \n \u00a0 | \n 78.5% | \n \u00a0 | \n 96.7% | \n \u00a0 | \n \u00a0 | \n 76.64% | \n \u00a0 | \n 85.3% | \n
\u00a0
The effective tax rates for the three months ended June 30, 2026 and 2025 were based on the Company\u2019s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented.
\u00a0
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 (\u201cIRC\u201d) Section 280E under which cannabis companies are only allowed to deduct expenses directly related to sales of product. This results in permanent differences related to ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. On April 23, 2026, the U.S. Department of Justice (\u201cDOJ\u201d) issued a final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. This change, which became effective on April 28, 2026, will prospectively reduce a portion of the Company's provision for uncertain tax positions. The U.S. Department of the Treasury has not yet issued guidance on the tax consequences of this reclassification. The Company's income tax provision for the three and six months ended June 30, 2026, reflects its current interpretation of the reclassification's effect on Section 280E, which remains subject to change pending such guidance. 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.
"}]},{"name":"rpt:f-904","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"The following table summarizes the Company\u2019s income tax expense and effective tax rates for the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Income before income taxes | \n $ | \n 15,948 | \n $ | \n 22,308 | \n \u00a0 | \n $ | \n 79,087 | \n $ | \n 62,024 | \n
Income tax expense | \n \u00a0 | \n 12,521 | \n \u00a0 | \n 21,576 | \n \u00a0 | \n \u00a0 | \n 60,613 | \n \u00a0 | \n 52,891 | \n
Effective tax rate | \n \u00a0 | \n 78.5% | \n \u00a0 | \n 96.7% | \n \u00a0 | \n \u00a0 | \n 76.64% | \n \u00a0 | \n 85.3% | \n
12. OTHER INCOME (EXPENSE)
\u00a0
\u00a0
\u00a0
For the three and six months ended June 30, 2026 and 2025 other income (expense) was comprised of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Fair value adjustments on equity investments | \n $ | \n (2,304) | \n $ | \n \u2014 | \n \u00a0 | \n $ | \n (2,304) | \n $ | \n \u2014 | \n
Net gain on divestitures of intellectual property | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (11,678) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (11,678) | \n
Fair value adjustments on related party warrants | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 2 | \n \u00a0 | \n \u00a0 | \n (1,122) | \n \u00a0 | \n \u2014 | \n
Fair value adjustments on warrants liability | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 68 | \n
Gain from settlement of arbitration award | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 17,000 | \n \u00a0 | \n \u2014 | \n
Earnings (loss) from equity method investments | \n \u00a0 | \n 31 | \n \u00a0 | \n (2,325) | \n \u00a0 | \n \u00a0 | \n 6,501 | \n \u00a0 | \n (2,435) | \n
Other | \n \u00a0 | \n 51 | \n \u00a0 | \n 12 | \n \u00a0 | \n \u00a0 | \n 670 | \n \u00a0 | \n 32 | \n
Total other income (expense) | \n $ | \n (2,222) | \n $ | \n (13,989) | \n \u00a0 | \n $ | \n 20,745 | \n $ | \n (14,013) | \n
For the three and six months ended June 30, 2026 and 2025 other income (expense) was comprised of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Fair value adjustments on equity investments | \n $ | \n (2,304) | \n $ | \n \u2014 | \n \u00a0 | \n $ | \n (2,304) | \n $ | \n \u2014 | \n
Net gain on divestitures of intellectual property | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (11,678) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n (11,678) | \n
Fair value adjustments on related party warrants | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 2 | \n \u00a0 | \n \u00a0 | \n (1,122) | \n \u00a0 | \n \u2014 | \n
Fair value adjustments on warrants liability | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 68 | \n
Gain from settlement of arbitration award | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 17,000 | \n \u00a0 | \n \u2014 | \n
Earnings (loss) from equity method investments | \n \u00a0 | \n 31 | \n \u00a0 | \n (2,325) | \n \u00a0 | \n \u00a0 | \n 6,501 | \n \u00a0 | \n (2,435) | \n
Other | \n \u00a0 | \n 51 | \n \u00a0 | \n 12 | \n \u00a0 | \n \u00a0 | \n 670 | \n \u00a0 | \n 32 | \n
Total other income (expense) | \n $ | \n (2,222) | \n $ | \n (13,989) | \n \u00a0 | \n $ | \n 20,745 | \n $ | \n (14,013) | \n
13. COMMITMENTS AND CONTINGENCIES
\u00a0
\u00a0
\u00a0
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\u2019s 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\u2019s unaudited interim condensed consolidated statements of operations.
(a) Contingencies
The Company\u2019s 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 June 30, 2026:
\u00a0
At June 30, 2026 and December 31, 2025, 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\u2019s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company\u2019s interest.
(c) Construction Commitments
As of June 30, 2026, the Company held approximately $5,800 thousand of open construction commitments to contractors on work being performed which are generally expected to be completed within 12 months.
14. FAIR VALUE MEASUREMENTS
\u00a0
\u00a0
\u00a0
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 \u2013 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 \u2013 Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and
Level 3 \u2013 Inputs for the asset or liability that are not based on observable market data.
(a) Financial Instruments
The Company\u2019s 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 June 30, 2026 and December 31, 2025 was $283,009 thousand and $244,896 thousand, respectively, which includes $23,726 thousand and $18,495 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\u2019s financial instruments associated with each of the three levels of the hierarchy are:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n As of June 30, 2026 | \n ||||||
\u00a0 | \n (in thousands) | \n |||||||
\u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n Total | \n
Cash and cash equivalents | \n $ | \n 283,586 | \n $ | \n \u2014 | \n $ | \n \u2014 | \n $ | \n 283,586 | \n
Restricted cash and cash equivalents | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Investments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 30,347 | \n \u00a0 | \n 30,347 | \n
\u00a0 | \n $ | \n 283,586 | \n $ | \n \u2014 | \n $ | \n 30,347 | \n $ | \n 313,933 | \n
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n As of December 31, 2025 | \n ||||||
\u00a0 | \n (in thousands) | \n |||||||
\u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Cash and cash equivalents | \n $ | \n 274,298 | \n $ | \n \u2014 | \n $ | \n \u2014 | \n $ | \n 274,298 | \n
Restricted cash and cash equivalents | \n \u00a0 | \n 10,984 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 10,984 | \n
Investments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 32,720 | \n \u00a0 | \n 32,720 | \n
\u00a0 | \n $ | \n 285,282 | \n $ | \n \u2014 | \n $ | \n 32,720 | \n $ | \n 318,002 | \n
\u00a0
15. RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES
\u00a0
\u00a0
\u00a0
The Company acquired a non-controlling financial interest in Agrify Corporation (now known as RYTHM Inc. or \u201cRYM\u201d) in November 2024. In connection with the transaction, Benjamin Kovler, Chairman and Chief Executive Officer and Armon Vakili, Vice President, Strategic Initiatives and Partnerships, both of Green Thumb, began serving as RYM's Chairman and Interim Chief Executive Officer and member of RYM's Board, respectively. The following is a summary of transactions between Green Thumb and RYM:
\u00a0
As of June 30, 2026 and December 31, 2025, the Company held approximately 33% ownership interest in RYM and accounted \tfor the investment using the equity method of accounting. As of each of those periods then ended, the Company's investment in RYM had a carrying value of $161,410 thousand and $152,374 thousand, respectively. During the three and six months ended June 30, 2026 and 2025, the Company recorded earnings (losses) from its ownership interest in RYM of $119 thousand and $6,598 thousand and $(2,569) thousand and $(3,219) thousand, respectively, within other income (expense) on the Company's unaudited interim condensed consolidated statements of operations.
\u00a0
The Company extended convertible notes receivable (the \u201cMay 2025 Notes\u201d and \u201cAugust 2025 Notes\u201d) to RYM in the previous year. The following amounts were held by the Company as of as of June 30, 2026 and December 31, 2025, respectively:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n (in thousands) | \n |||
May 2025 Notes - maturing November 22, 2026 | \n $ | \n 27,000 | \n $ | \n 27,000 | \n
August 2025 Notes - maturing February 25, 2027 | \n \u00a0 | \n 45,000 | \n \u00a0 | \n |
Current convertible notes receivable from RYM | \n $ | \n 72,000 | \n $ | \n 27,000 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0
The May 2025 Notes and August 2025 Notes bear interest of 10% per annum and are convertible into shares of RYM or pre-funded warrants at maturity. As of the year ended December 31, 2025, the August 2025 Notes were classified as non-current and, accordingly, were included within non-current notes receivable from related parties on the Company's unaudited interim condensed consolidated balance sheets.
\u00a0
As of June 30, 2026 and December 31, 2025, accrued interest associated with the Company's convertible notes receivable from RYM totaled $2,400 thousand and $2,326 thousand, respectively.
\u00a0
15. RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES (Continued)
\u00a0
\u00a0
\u00a0
In May and August 2025, Green Thumb sold its intellectual property rights in brands including RYTHM, incredibles, Beboe, Dogwalkers, Doctor Solomon's, &Shine and Good Green to RYM. As part of the transactions, RYM agreed to license the intellectual property rights back to Green Thumb in exchange for a licensing fee (the \u201cLicense Agreements\u201d). During the three and six months ended June 30, 2026, the Company incurred $15,750 thousand and $24,728 thousand, respectively, in license fees that were recorded within cost of sales on the Company's unaudited interim condensed consolidated statements of operations. No such license fees were incurred during the three and six months ended June 30, 2025. As of June 30, 2026 and December 31, 2025, the Company owed RYM $5,833 thousand and $6,801 thousand, respectively in association with the License Agreements. Such amounts were included within accounts payable on the unaudited interim condensed consolidated balance sheets.
\u00a0
On March 31, 2026, the License Agreements were amended to replace the prior revenue-based fee structure with fixed annual licensing fees of $70,000 thousand, payable in monthly installments. The fees are subject to an annual increase equal to two times a Consumer Price Index-based escalator. No other terms of the License Agreements were modified.
Separately, the Company routinely provides operational support services to RYM pursuant to two shared services agreements. As of June 30, 2026 and December 31, 2025 the Company was owed $3,774 thousand and $3,186 thousand, respectively, under the shared services agreements.
16. SEGMENT REPORTING
\u00a0
\u00a0
\u00a0
The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (\u201cConsumer Packaged Goods\u201d) and retailing of cannabis to patients and consumers (\u201cRetail\u201d). 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 segment; therefore, such information is not presented below.
The below table presents revenues by type for the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Revenues, net of discounts | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 212,575 | \n $ | \n 205,284 | \n \u00a0 | \n $ | \n 420,635 | \n $ | \n 403,956 | \n
Consumer packaged goods | \n \u00a0 | \n 175,656 | \n \u00a0 | \n 169,437 | \n \u00a0 | \n \u00a0 | \n 343,195 | \n \u00a0 | \n 339,721 | \n
Intersegment eliminations | \n \u00a0 | \n (81,548) | \n \u00a0 | \n (81,464) | \n \u00a0 | \n \u00a0 | \n (156,957) | \n \u00a0 | \n (170,880) | \n
Total revenues, net of discounts | \n $ | \n 306,683 | \n $ | \n 293,257 | \n \u00a0 | \n $ | \n 606,873 | \n $ | \n 572,797 | \n
Cost of goods sold | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 130,157 | \n $ | \n 136,478 | \n \u00a0 | \n $ | \n 255,405 | \n $ | \n 269,831 | \n
Consumer packaged goods | \n \u00a0 | \n 109,438 | \n \u00a0 | \n 104,796 | \n \u00a0 | \n \u00a0 | \n 213,579 | \n \u00a0 | \n 204,586 | \n
Intersegment eliminations | \n \u00a0 | \n (70,786) | \n \u00a0 | \n (94,273) | \n \u00a0 | \n \u00a0 | \n (143,630) | \n \u00a0 | \n (191,151) | \n
Total cost of goods sold | \n $ | \n 168,809 | \n $ | \n 147,001 | \n \u00a0 | \n $ | \n 325,354 | \n $ | \n 283,266 | \n
Gross profit | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 82,418 | \n $ | \n 68,806 | \n \u00a0 | \n $ | \n 165,230 | \n $ | \n 134,125 | \n
Consumer packaged goods | \n \u00a0 | \n 66,218 | \n \u00a0 | \n 64,641 | \n \u00a0 | \n \u00a0 | \n 129,616 | \n \u00a0 | \n 135,135 | \n
Intersegment eliminations | \n \u00a0 | \n (10,762) | \n \u00a0 | \n 12,809 | \n \u00a0 | \n \u00a0 | \n (13,327) | \n \u00a0 | \n 20,271 | \n
Total gross profit | \n $ | \n 137,874 | \n $ | \n 146,256 | \n \u00a0 | \n $ | \n 281,519 | \n $ | \n 289,531 | \n
Depreciation and amortization | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 14,158 | \n $ | \n 11,442 | \n \u00a0 | \n $ | \n 27,330 | \n $ | \n 22,530 | \n
Consumer packaged goods | \n \u00a0 | \n 19,018 | \n \u00a0 | \n 18,229 | \n \u00a0 | \n \u00a0 | \n 38,259 | \n \u00a0 | \n 36,552 | \n
Intersegment eliminations | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Total depreciation and amortization | \n $ | \n 33,176 | \n $ | \n 29,671 | \n \u00a0 | \n $ | \n 65,589 | \n $ | \n 59,082 | \n
Goodwill assigned to the Retail segment as of June 30, 2026 and December 31, 2025 was $286,670 thousand and $277,342 thousand, respectively. Intangible assets, net assigned to the Retail segment as of June 30, 2026 and December 31, 2025 was $261,042 thousand and $251,846 thousand, respectively.
Goodwill assigned to the Consumer Packaged Goods segment as of June 30, 2026 and December 31, 2025 was $314,809 thousand at each period end. Intangible assets, net assigned to the Consumer Packaged Goods segment as of June 30, 2026 and December 31, 2025 was $174,543 thousand and $184,835 thousand, respectively.
The Company\u2019s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified two reporting units which align with our reportable segments (Retail and Consumer Packaged Goods). All revenues are derived from customers domiciled in the United States and all assets are located in the United States.
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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
This management discussion and analysis (\u201cMD&A\u201d) of the financial condition and results of operations of Green Thumb Industries Inc. (the \u201cCompany\u201d or \u201cGreen Thumb\u201d) is for the three and six months ended June 30, 2026 and 2025. It is supplemental to, and should be read in conjunction with, the Company\u2019s unaudited interim condensed consolidated financial statements as of June 30, 2026 and the consolidated financial statements for the year ended December 31, 2025 included in the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (\u201cSEC\u201d) on February 25, 2026 (the \u201c2025 Form 10-K\u201d) and the accompanying notes for each respective period. The Company\u2019s financial statements are prepared in accordance with accounting principles generally accepted in the United States (\u201cGAAP\u201d). Financial information presented in this MD&A is presented in United States dollars (\u201c$\u201d or \u201cUS$\u201d), unless otherwise indicated.
This MD&A contains certain \u201cforward-looking statements\u201d and certain \u201cforward-looking information\u201d as defined under applicable United States securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading \u201cDisclosure Regarding Forward-Looking Statements,\u201d identified in the \u2018\u2018Risks and Uncertainties\u2019\u2019 section of this MD&A and in Part I, Item 1A, \u201cRisk Factors of the 2025 Form 10-K.\u201d As a result of many factors, the Company\u2019s 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 June 30, 2026, Green Thumb has operations in fourteen U.S. markets, employs approximately 4,900 people and serves millions of patients and customers annually.
Green Thumb\u2019s core business is manufacturing, distributing and marketing a portfolio of cannabis consumer packaged goods brands, including &Shine, Beboe, Dogwalkers, Doctor Solomon\u2019s, Good Green, incredibles and RYTHM (which we refer to as our Consumer Packaged Goods business). The Company distributes and markets these products to third-party licensed retail cannabis stores across the United States as well as to Green Thumb-owned retail stores (which we refer to as our Retail business). The Company developed and acquired its consumer packaged goods brands over the course of the Company's operating history and then, in transactions that closed on May 20, 2025 and August 27, 2025, the Company, through sales of equity interests of indirectly owned subsidiaries, sold the intellectual property related to those brands to RYTHM, Inc (formerly known as Agrify Corporation, and referred to herein as \u201cRYM\u201d). In connection with this sale, the Company entered into licensing arrangements with RYM for the Company's continued, exclusive use of these brands for cannabis products in its existing markets (the \u201cLicense Agreements\u201d). On March 31, 2026, the License Agreements were amended to replace the original revenue-based fee structure with fixed annual licensing fees. The amendments became effective on April 1, 2026. As of June 30, 2026, the Company, owns approximately 33% of the outstanding shares of common stock of RYM and has the right to acquire additional shares that could increase the Company's ownership percentage to more than 90%. Such rights are subject to certain conditions including approval of RYM shareholders (which will be voted on at a special meeting to be held on August 10, 2026).
The Company\u2019s 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 (\u201cSKUs\u201d) (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\u2019s 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 June 30, 2026, the Company had 123 open and operating Retail stores. The Company\u2019s new store opening plans will remain fluid depending on market conditions, obtaining local licensing, construction and other permissions and subject to the Company\u2019s capital allocation plans as described under the heading \u201cLiquidity, Financing Activities During the Period, and Capital Resources\u201d below.
Results of Operations \u2013 Consolidated
The following table sets forth the Company\u2019s selected consolidated financial results for the periods, and as of the dates, indicated. The (i) unaudited interim condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 and (ii) unaudited interim condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 have been derived from, and should be read in conjunction with, the unaudited interim condensed consolidated financial statements and accompanying notes presented in Item 1 of this quarterly report on Form 10-Q.
The Company\u2019s 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.
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\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n \u00a0 | \n QTD Change | \n \u00a0 | \n YTD Change | \n ||||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n $ | \n % | \n \u00a0 | \n $ | \n % | \n
\u00a0 | \n \u00a0 | \n (in thousands, except share and per share amounts) | \n \u00a0 | \n Increase (Decrease) | \n |||||||||||
Revenues, net of discounts | \n $ | \n 306,683 | \n $ | \n 293,257 | \n \u00a0 | \n $ | \n 606,873 | \n $ | \n 572,797 | \n $ | \n 13,426 | \n 5% | \n $ | \n 34,076 | \n 6% | \n
Cost of goods sold | \n \u00a0 | \n (168,809) | \n \u00a0 | \n (147,001) | \n \u00a0 | \n \u00a0 | \n (325,354) | \n \u00a0 | \n (283,266) | \n \u00a0 | \n 21,808 | \n 15% | \n \u00a0 | \n 42,088 | \n 15% | \n
Gross profit | \n \u00a0 | \n 137,874 | \n \u00a0 | \n 146,256 | \n \u00a0 | \n \u00a0 | \n 281,519 | \n \u00a0 | \n 289,531 | \n \u00a0 | \n (8,382) | \n (6)% | \n \u00a0 | \n (8,012) | \n (3)% | \n
Expenses: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Selling, general, and administrative | \n \u00a0 | \n 117,907 | \n \u00a0 | \n 106,823 | \n \u00a0 | \n \u00a0 | \n 220,818 | \n \u00a0 | \n 207,616 | \n \u00a0 | \n 11,084 | \n 10% | \n \u00a0 | \n 13,202 | \n 6% | \n
Total expenses | \n \u00a0 | \n 117,907 | \n \u00a0 | \n 106,823 | \n \u00a0 | \n \u00a0 | \n 220,818 | \n \u00a0 | \n 207,616 | \n \u00a0 | \n 11,084 | \n 10% | \n \u00a0 | \n 13,202 | \n 6% | \n
Income from operations | \n \u00a0 | \n 19,967 | \n \u00a0 | \n 39,433 | \n \u00a0 | \n \u00a0 | \n 60,701 | \n \u00a0 | \n 81,915 | \n \u00a0 | \n (19,466) | \n (49)% | \n \u00a0 | \n (21,214) | \n (26)% | \n
Total other (expense) income | \n \u00a0 | \n (4,019) | \n \u00a0 | \n (17,125) | \n \u00a0 | \n \u00a0 | \n 18,386 | \n \u00a0 | \n (19,891) | \n \u00a0 | \n (13,106) | \n (77)% | \n \u00a0 | \n 38,277 | \n 192% | \n
Income before provision for income taxes and non-controlling interest | \n \u00a0 | \n 15,948 | \n \u00a0 | \n 22,308 | \n \u00a0 | \n \u00a0 | \n 79,087 | \n \u00a0 | \n 62,024 | \n \u00a0 | \n (6,360) | \n (29)% | \n \u00a0 | \n 17,063 | \n 28% | \n
Provision for income taxes | \n \u00a0 | \n 12,521 | \n \u00a0 | \n 21,576 | \n \u00a0 | \n \u00a0 | \n 60,613 | \n \u00a0 | \n 52,891 | \n \u00a0 | \n (9,055) | \n (42)% | \n \u00a0 | \n 7,722 | \n 15% | \n
Net income before non-controlling interest | \n \u00a0 | \n 3,427 | \n \u00a0 | \n 732 | \n \u00a0 | \n \u00a0 | \n 18,474 | \n \u00a0 | \n 9,133 | \n \u00a0 | \n 2,695 | \n 368% | \n \u00a0 | \n 9,341 | \n 102% | \n
Net (loss) income attributable to non-controlling interest | \n \u00a0 | \n (1,451) | \n \u00a0 | \n 1,377 | \n \u00a0 | \n \u00a0 | \n (1,801) | \n \u00a0 | \n 1,472 | \n \u00a0 | \n (2,828) | \n (205)% | \n \u00a0 | \n (3,273) | \n (222)% | \n
Net income (loss) attributable to Green Thumb Industries Inc. | \n $ | \n 4,878 | \n $ | \n (645) | \n \u00a0 | \n $ | \n 20,275 | \n $ | \n 7,661 | \n $ | \n 5,523 | \n 856% | \n $ | \n 12,614 | \n 165% | \n
Net income (loss) per share - basic | \n $ | \n 0.02 | \n $ | \n (0.01) | \n \u00a0 | \n $ | \n 0.09 | \n $ | \n 0.03 | \n $ | \n 0.03 | \n 300% | \n $ | \n 0.06 | \n 200% | \n
Net income (loss) per share - diluted | \n $ | \n 0.02 | \n $ | \n (0.01) | \n \u00a0 | \n $ | \n 0.09 | \n $ | \n 0.03 | \n $ | \n 0.03 | \n 300% | \n $ | \n 0.06 | \n 200% | \n
Weighted average number of shares outstanding \u2013 basic | \n \u00a0 | \n 221,022,912 | \n \u00a0 | \n 235,842,313 | \n \u00a0 | \n \u00a0 | \n 225,810,458 | \n \u00a0 | \n 235,984,140 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Weighted average number of shares outstanding \u2013 diluted | \n \u00a0 | \n 222,776,252 | \n \u00a0 | \n 235,842,313 | \n \u00a0 | \n \u00a0 | \n 229,789,640 | \n \u00a0 | \n 239,097,719 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
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\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Total assets | \n $ | \n 2,815,413 | \n $ | \n 2,790,056 | \n
Long-Term liabilities | \n $ | \n 735,842 | \n $ | \n 702,098 | \n
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
Revenues, net of Discounts
Revenues, net of discounts for the three months ended June 30, 2026 was $306,683 thousand, an increase of 5% from $293,257 thousand during the three months ended June 30, 2025. The increase in revenue was largely due to the launch of adult-use sales in Minnesota which began on September 17, 2025, as well as continued growth in existing markets, particularly in Connecticut, Florida and Ohio, partially offset by price compression and increased competition in select markets.
The Company generated revenue from 123 Retail stores during the quarter compared to 108 in the same quarter of the prior year. Retail revenues made up 69% of total revenues during the three months ended June 30, 2026 as compared to 70% during the three months ended June 30, 2025. Since June 30, 2025, the Company opened or acquired fifteen Retail stores.
Consumer Packaged Goods revenues made up 31% of total revenues during the three months ended June 30, 2026 as compared to 30% during the three months ended June 30, 2025.
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Cost of Goods Sold
\u00a0
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 June 30, 2026 was $168,809 thousand, an increase of 15% from $147,001 thousand for the three months ended June 30, 2025. The increase in cost of goods sold was primarily driven by RYM licensing fees of $15,750 thousand, the legalization of adult-use sales in Minnesota as described above, continued growth in existing markets, particularly in Connecticut, Florida and Ohio, and new and acquired Retail store openings since June 30, 2025.
Gross Profit
Gross profit for the three months ended June 30, 2026 was $137,874 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 45%. This is compared to gross profit for the three months ended June 30, 2025 of $146,256 thousand, or a 50% gross margin. The decrease in gross profit was primarily attributable to an increase in RYM licensing fees and price compression in select markets.
Total Expenses
\u00a0
Total expenses for the three months ended June 30, 2026 were $117,907 thousand, or 38% of revenues, net of discounts, an increase of $11,084 thousand compared to the same period in the prior year. Total expenses for the three months ended June 30, 2025 were $106,823 thousand or 36% of revenues, net of discounts. The increase in total expenses was primarily attributable to overall compensation and benefits of corporate staff and increased costs associated with the opening, acquisition and operation of Retail stores as described above.
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Total Other Income (Expense)
Total other expense for the three months ended June 30, 2026 was $4,019 thousand, a favorable change of $13,106 thousand, primarily due to the loss on sale of intellectual property rights associated with Green Thumb's former brand, incredibles, to RYM during the three months ended June 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 June 30, 2026 was $15,948 thousand, a decrease of $6,360 thousand compared to the three months ended June 30, 2025.
As presented under the heading \u201cNon-GAAP Measures\u201d below, after adjusting for non-cash equity incentive compensation of $10,618 thousand and $11,966 thousand in the three months ended June 30, 2026 and 2025, respectively, and other nonoperating expenses of $4,803 thousand and $1,670 thousand in three months ended June 30, 2026 and 2025, respectively, Adjusted Earnings Before Interest Depreciation and Amortization (\u201cAdjusted EBITDA\u201d) was $68,564 thousand and $82,740 thousand, respectively. In addition, Adjusted EBITDA excluding the licensing fees recorded in conjunction with the Company's licensing agreement with RYM (\u201cNormalized EBITDA\u201d) was $84,314 thousand for the three months ended June 30, 2026. More information on Normalized EBITDA is also presented under the heading \u201cNon-GAAP Measures\u201d below.
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 June 30, 2026, federal and state income tax expense totaled $12,521 thousand compared to expense of $21,576 thousand for the three months ended June 30, 2025. The decrease in income tax expense was primarily due to the DOJ's final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. The final order became effective on April 28, 2026.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
\u00a0
Revenues, net of Discounts
Revenues, net of discounts for the six months ended June 30, 2026 was $606,873 thousand, an increase of 6% from $572,797 thousand for the six months ended June 30, 2025. The increase in revenue was largely due to the launch of adult-use sales in Minnesota which began on September 17, 2025, as well as continued growth in existing markets, particularly in Connecticut, Florida, Ohio and New York, partially offset by price compression and increased competition in select markets.
Cost of Goods Sold
\u00a0
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 six months ended June 30, 2026 was $325,354 thousand, an increase of 15% from $283,266 thousand for the six months ended June 30, 2025. The increase in cost of goods sold was primarily driven by RYM licensing fees of $24,728 thousand, legalization of adult-use sales in Minnesota as described above, continued growth in existing markets, particularly in Connecticut, Florida, Ohio and New York, and new and acquired Retail store openings since June 30, 2025.
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Gross Profit
\u00a0
Gross profit for the six months ended June 30, 2026 was $281,519 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 46%. This is compared to gross profit for the six months ended June 30, 2025 of $289,531 thousand or a 51% gross margin. The decrease in gross profit was primarily attributable to an increase in RYM licensing fees and price compression in select markets.
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Total Expenses
\u00a0
Total expenses for the six months ended June 30, 2026 were $220,818 thousand or 36% of revenues, net of discounts, an increase of $13,202 thousand over the same period in the prior year. Total expenses for the six months ended June 30, 2025 were $207,616 thousand or 36% of revenues, net of discounts. The increase in total expenses was attributable to overall compensation and benefits of corporate staff and increased costs associated with the opening, acquisition and operation of new Retail stores as described above.
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Total Other Income (Expense)
\u00a0
Total other income (expense) for the six months ended June 30, 2026 was $18,386 thousand, a favorable change of $38,277 thousand over the same period in the prior year, primarily due to a one-time arbitration settlement of $17,000 thousand and income associated with the Company's related party equity method investment in RYM during the six months ended June 30, 2026.
\u00a0
Income Before Provision for Income Taxes and Non-Controlling Interest
\u00a0
Income before provision for income taxes and non-controlling interest for the six months ended June 30, 2026 was $79,087 thousand, an increase of $17,063 thousand compared to the six months ended June 30, 2025.
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As presented under the heading \u201cNon-GAAP Measures\u201d below, after adjusting for non-cash equity incentive compensation of $21,135 thousand and $22,275 thousand, and other nonoperating expenses, of $5,673 thousand and $4,715 thousand in the six months ended June 30, 2026 and 2025, respectively, Adjusted EBITDA was $153,098 thousand and $167,987 thousand, respectively. In addition, Adjusted EBITDA excluding the licensing fees recorded in conjunction with the Company's licensing agreement with RYM (\u201cNormalized EBITDA\u201d) was $177,826 thousand for the six months ended June 30, 2026.
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Provision for Income Taxes
\u00a0
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 six months ended June 30, 2026, federal and state income tax expense totaled $60,613 thousand compared to expense of $52,891 thousand for the six months ended June 30, 2025. In computing its provision for income taxes, the Company took into consideration the DOJ's final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. The change will prospectively reduce a portion of the Company's provision for uncertain tax positions. The final order became effective on April 28, 2026.
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Results of Operations by Segment
The following table summarizes revenues, net of discounts by segment for the three and six months ended June 30, 2026 and 2025:
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\n| \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n QTD Change | \n |||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n $ Change | \n % Change | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n Increase (Decrease) | \n |||
Retail | \n $ | \n 212,575 | \n $ | \n 205,284 | \n $ | \n 7,291 | \n 4% | \n
Consumer Packaged Goods | \n \u00a0 | \n 175,656 | \n \u00a0 | \n 169,437 | \n \u00a0 | \n 6,219 | \n 4% | \n
Intersegment eliminations | \n \u00a0 | \n (81,548) | \n \u00a0 | \n (81,464) | \n \u00a0 | \n 84 | \n 0% | \n
Total revenues, net of discounts | \n $ | \n 306,683 | \n $ | \n 293,257 | \n $ | \n 13,426 | \n 5% | \n
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n \u00a0 | \n 2026 vs. 2025 | \n |||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n $ | \n % | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n Increase (Decrease) | \n |||
Retail | \n $ | \n 420,635 | \n $ | \n 403,956 | \n $ | \n 16,679 | \n 4% | \n
Consumer Packaged Goods | \n \u00a0 | \n 343,195 | \n \u00a0 | \n 339,721 | \n \u00a0 | \n 3,474 | \n 1% | \n
Intersegment Eliminations | \n \u00a0 | \n (156,957) | \n \u00a0 | \n (170,880) | \n \u00a0 | \n (13,923) | \n -8% | \n
Total Revenues, Net of Discounts | \n $ | \n 606,873 | \n $ | \n 572,797 | \n $ | \n 34,076 | \n 6% | \n
Three Months Ended June 30, 2026 Compared with the Three Months Ended June 30, 2025
Revenues, net of discounts, for the Retail segment were $212,575 thousand, an increase of $7,291 thousand, compared to the three months ended June 30, 2025. The increase in revenue was largely due to the launch of adult-use sales in Minnesota which began on September 17, 2025, as well as continued growth in existing markets, particularly in Connecticut and Florida, partially offset by price compression and increased competition in select markets.
\u00a0
Revenues, net of discounts, for the Consumer Packaged Goods segment were $175,656 thousand, an increase of $6,219 thousand or 4%, compared to the three months ended June 30, 2025. The increase in revenue was largely due to the launch of adult-use sales in Minnesota, which began on September 17, 2025, as well as continued growth in existing markets, particularly in Ohio and New Jersey, partially offset by price compression and increased competition in select markets.
\u00a0
Intersegment eliminations associated with the Consumer Packaged Goods segment were $81,548 thousand, as compared to $81,464 thousand during three months ended June 30, 2025. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 31% of total revenues during the three months ended June 30, 2026 as compared to 30% during the three months ended June 30, 2025.
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.
Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
Revenues, net of discounts for the Retail segment were $420,635 thousand, an increase of $16,679 thousand or 4%, compared to the six months ended June 30, 2025. The increase in Retail revenues, net of discounts, was primarily due to the launch of adult-use sales in Minnesota which began on September 17, 2025, as well as continued growth in existing markets, particularly in Connecticut and Florida, partially offset by price compression and increased competition in select markets.
Revenues, net of discounts, for the Consumer Packaged Goods segment were $343,195 thousand, an increase of $3,474 thousand or 1%, compared to the six months ended June 30, 2025. The increase in Consumer Packaged Goods revenues was primarily driven by the launch of adult-use sales in Minnesota, which began on September 17, 2025, as well as continued growth in existing markets, particularly in Connecticut, Florida, Massachusetts, New York, and Ohio, partially offset by price compression and increased competition in select markets.
Intersegment eliminations associated with the Consumer Packaged Goods segment were $156,957 thousand, a decrease of $13,923 thousand or 8% compared to the six months ended June 30, 2025. The decrease in intersegment eliminations was driven by decreased intercompany sales, primarily due to price compression and increased competition, partially offset by the launch of adult-use sales in Minnesota which began on September 17, 2025. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 31% of total revenues during the six months ended June 30, 2026 as compared to 29% during the six months ended June 30, 2025.
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\u2019s, 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\u2019s 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 six months ended June 30, 2026, 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 six months ended June 30, 2026, the Company continued to focus on creating sustainable, profitable growth of the Company\u2019s 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\u2019s 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\u2019s 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\u2019s 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 (\u201cIRC\u201d) Section 280E, under which taxpayers are only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. On April 23, 2026, the DOJ issued a final order reclassifying state legal medical cannabis to Schedule III under the Controlled Substances Act. This change will prospectively reduce a portion of the Company's provision for uncertain tax positions. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates.
Non-GAAP Measures
EBITDA, Adjusted EBITDA and Normalized 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.
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\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Net income before non-controlling interest | \n $ | \n 3,427 | \n $ | \n 732 | \n \u00a0 | \n $ | \n 18,474 | \n $ | \n 9,133 | \n
Interest income | \n \u00a0 | \n (4,298) | \n \u00a0 | \n (1,910) | \n \u00a0 | \n \u00a0 | \n (8,901) | \n \u00a0 | \n (4,033) | \n
Interest expense, net | \n \u00a0 | \n 6,095 | \n \u00a0 | \n 5,046 | \n \u00a0 | \n \u00a0 | \n 11,260 | \n \u00a0 | \n 9,911 | \n
Provision for income taxes | \n \u00a0 | \n 12,521 | \n \u00a0 | \n 21,576 | \n \u00a0 | \n \u00a0 | \n 60,613 | \n \u00a0 | \n 52,891 | \n
Other expense (income), net | \n \u00a0 | \n 2,222 | \n \u00a0 | \n 13,989 | \n \u00a0 | \n \u00a0 | \n (20,745) | \n \u00a0 | \n 14,013 | \n
Depreciation and amortization | \n \u00a0 | \n 33,176 | \n \u00a0 | \n 29,671 | \n \u00a0 | \n \u00a0 | \n 65,589 | \n \u00a0 | \n 59,082 | \n
Earnings before interest, taxes, depreciation and | \n $ | \n 53,143 | \n $ | \n 69,104 | \n \u00a0 | \n $ | \n 126,290 | \n $ | \n 140,997 | \n
Stock-based compensation, non-cash | \n \u00a0 | \n 10,618 | \n \u00a0 | \n 11,966 | \n \u00a0 | \n \u00a0 | \n 21,135 | \n \u00a0 | \n 22,275 | \n
Acquisition, transaction and other non-operating costs | \n \u00a0 | \n 4,803 | \n \u00a0 | \n 1,670 | \n \u00a0 | \n \u00a0 | \n 5,673 | \n \u00a0 | \n 4,715 | \n
Adjusted EBITDA (non-GAAP measure) | \n $ | \n 68,564 | \n $ | \n 82,740 | \n \u00a0 | \n $ | \n 153,098 | \n $ | \n 167,987 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
License fee recorded in cost of sales | \n \u00a0 | \n 15,750 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 24,728 | \n \u00a0 | \n \u2014 | \n
Normalized EBITDA (non-GAAP measure) | \n $ | \n 84,314 | \n $ | \n 82,740 | \n \u00a0 | \n $ | \n 177,826 | \n $ | \n 167,987 | \n
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Liquidity, Financing Activities During the Period, and Capital Resources
As of June 30, 2026, and December 31, 2025 the Company had total current liabilities of $218,795 thousand and $177,315 thousand, respectively, and cash and cash equivalents of $283,586 thousand and $274,298 thousand, respectively, to meet its current obligations. The Company had working capital of $405,522 thousand as of June 30, 2026, an increase of $5,666 thousand as compared to December 31, 2025. This increase in working capital was primarily driven by proceeds received from the increase in the Company's Credit Facility and the reclassification of the August 2025 convertible note receivable from RYM to current assets, partially offset by acquisitions as well as the repurchase of 13,438,787 Subordinate Voting Shares through the Company's share repurchase program.
The Company generates cash from its operations and deploys its capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and long term. Capital reserves are primarily being utilized for capital expenditures, facility improvements, strategic investment opportunities, product development and marketing, as well as customer, supplier, and investor and industry relations.
The Company takes a cautious approach in allocating its capital to maximize its returns while ensuring appropriate liquidity. Given the current uncertainty of the future economic environment, the Company has taken additional measures in monitoring and deploying its capital to minimize the negative impact on its current operations and expansion plans.
Cash Flows
Cash Provided by (Used in) Operating, Investing and Financing Activities
Net cash provided by (used in) operating, investing and financing activities for the six months ended June 30, 2026 and 2025 were as follows:
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\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||
Net cash flows provided by operating activities | \n $ | \n 104,810 | \n $ | \n 130,666 | \n
Net cash flows used in investing activities | \n $ | \n (54,550) | \n $ | \n (98,241) | \n
Net cash flows used in financing activities | \n $ | \n (51,956) | \n $ | \n (27,189) | \n
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Cash Flows from Operating Activities
The Company's net cash flows provided by operating activities for the six months ended June 30, 2026 of $104,810 thousand decreased by $25,856 thousand from $130,666 thousand for the six months ended June 30, 2025, primarily due to changes in working capital, partially offset by lower income taxes paid.
Cash Flows from Investing Activities
The Company's net cash flows used in investing activities for the six months ended June 30, 2026 of $54,550 thousand decreased by $43,691 thousand from $98,241 thousand for the six months ended June 30, 2025, primarily due to a reduction in acquisition activity and property plant and equipment expenditure in the current period as compared to the prior period.
Cash Flows from Financing Activities
The Company's net cash flows used in financing activities for the six months ended June 30, 2026 of $51,956 thousand increased by $24,767 thousand from a use of $27,189 thousand for the six months ended June 30, 2025, primarily due to shares repurchased during the current period, partially offset by proceeds from the issuance of notes payable.
Material Commitments
Maturities of notes payable as of June 30, 2026 were as follows:
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\n| \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Maturities of Notes Payable | \n ||||
Year Ending December 31, | \n \u00a0 | \n Credit Facility | \n \u00a0 | \n Mortgage Notes | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Remainder of 2026 | \n $ | \n 10,000 | \n $ | \n 1,817 | \n $ | \n 11,817 | \n
2027 | \n \u00a0 | \n 20,000 | \n \u00a0 | \n 3,866 | \n \u00a0 | \n 23,866 | \n
2028 | \n \u00a0 | \n 20,000 | \n \u00a0 | \n 14,347 | \n \u00a0 | \n 34,347 | \n
2029 | \n \u00a0 | \n 133,750 | \n \u00a0 | \n 39,532 | \n \u00a0 | \n 173,282 | \n
2030 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 3,179 | \n \u00a0 | \n 3,179 | \n
2031 and thereafter | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 39,058 | \n \u00a0 | \n 39,058 | \n
Total maturities of notes payable 1 | \n $ | \n 183,750 | \n $ | \n 101,799 | \n $ | \n 285,549 | \n
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1 Total maturities of notes payable excludes unamortized debt discount of $1,846 thousand associated with the Credit Facility and $694 thousand associated with the mortgage notes.
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Off-Balance Sheet Arrangements
As of June 30, 2026, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.
Changes in or Adoption of Accounting Practices
Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Item 1, Notes to Unaudited Interim Condensed Consolidated Financial Statements, Note 1\u2014Overview and Basis of Presentation.
Critical Accounting Policies and Significant Judgments and Estimates
There were no material changes to our critical accounting policies and estimates from the information provided in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d included in our 2025 Form 10-K.
ITEM 3. QUANTITAVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our market risk disclosures as set forth in Part II Item 7A of our 2025 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management carried out an evaluation under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, management concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the second quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Control Systems
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
PART II \u2014 OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 reflects the status of previously disclosed matters as of June 30, 2026:
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\u00a0
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At June 30, 2026 and December 31, 2025, 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\u2019s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company\u2019s interest.
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ITEM 1A. RISK FACTORS
For a discussion of our potential risks and uncertainties, see the information under the heading \u201cRisk Factors\u201d in our 2025 Form 10-K.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
\u00a0
Subordinate Voting Shares
\u00a0
- During the six months ended June 30, 2026, the Company issued a total of 12,575 Subordinate Voting Shares as royalty payments.
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Multiple Voting Shares
\u00a0
None.
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Super Voting Shares
\u00a0
None.
Recent Issuer Purchases of Equity Securities
The following table sets forth repurchases of our Subordinate Voting Shares during the six months ended June 30, 2026:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n |
(Dollars in thousands except per share amounts) | \n ||||||
Period | \n Total Number of Shares Purchased | \n \u00a0 | \n Average Price Paid per Share | \n Total Number of Shares Purchased as Part of Publicly Announced Program\u00a0(1) | \n \u00a0 | \n Approximate Dollar Value of Shares that may yet be Purchased Under the Program | \n
January 1, 2026 through January 31, 2026 | \n \u2014 | \n $ | \n \u2014 | \n \u2014 | \n $ | \n 39,900 | \n
February 1, 2026 through February 28, 2026 | \n 45,000 | \n \u00a0 | \n 6.59 | \n 45,000 | \n \u00a0 | \n 39,600 | \n
March 1, 2026 through March 31, 2026 | \n 6,000,000 | \n \u00a0 | \n 5.50 | \n 6,000,000 | \n \u00a0 | \n 6,600 | \n
April 1, 2026 through April 30, 2026 | \n 7,393,787 | \n \u00a0 | \n 6.00 | \n 7,393,787 | \n \u00a0 | \n 62,300 | \n
May 1, 2026 through May 31, 2026 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u2014 | \n \u00a0 | \n 62,300 | \n
June 1, 2026 through June 30, 2026 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u2014 | \n \u00a0 | \n 62,300 | \n
\u00a0 | \n 13,438,787 | \n $ | \n $5.78 | \n 13,438,787 | \n $ | \n 62,300 | \n
(1) Effective September 23, 2025, the Company's Board of Directors authorized a new share repurchase program that commenced immediately following the expiration of the Company's previous share repurchase program. The new program authorized the Company to repurchase its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand. On April 21, 2026, the Company\u2019s Board of Directors authorized an expansion of the share repurchase program such that it may purchase Subordinate Voting Shares at an aggregate cost of up to $150,000 thousand. During the six months ended June 30, 2026, the Company repurchased 13,438,787 Subordinate Voting Shares at an average price of $5.78 per share. As of June 30, 2026, the total remaining repurchase ability of the Company was approximately $62,300 thousand.
\u00a0
Separately, on May 12, 2026, the Company entered into a securities purchase agreement with Benjamin Kovler, the Chairman and Chief Executive Officer and Anthony Georgiadis, the President and a Director, to purchase 2,500 Super Voting Shares from each in private transactions. The price per Super Voting Share was determined based on the closing price of $7.80 per underlying Subordinate Voting Shares as traded on the OTCQX Best Market on the date of the transaction.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
\u00a0
Trading Arrangements
Not Applicable
ITEM 6. EXHIBITS
The following exhibits are filed with this report:
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\n| \n | \n |
\u00a0\u00a03.1* | \n Green Thumb Industries Inc. Amended and Restated Articles | \n
\u00a0 | \n \u00a0 | \n
\u00a0\u00a031.1 | \n \n |
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\u00a0\u00a031.2 | \n \n |
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\u00a0\u00a032.1 | \n \n |
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\u00a0\u00a032.2 | \n \n |
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101.Ins | \n Inline XBRL Instance Document | \n
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101.Scs | \n Inline XBRL Taxonomy Extension Schema Document | \n
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101.Cal | \n Inline XBRL Taxonomy Extension Calculation Linkbase Document | \n
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101.Def | \n Inline XBRL Taxonomy Extension Definition Linkbase Document | \n
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101.Lab | \n Inline XBRL Taxonomy Extension Label Linkbase Document | \n
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101.Pre | \n Inline XBRL Taxonomy Extension Presentation Linkbase Document | \n
\u00a0 | \n \u00a0 | \n
104 | \n Cover Page Interactive Data File (embedded with Inline XBRL File) | \n
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*Incorporated by Reference to our Current Report on Form 8-K dated July 9 2026, filed on July 15, 2026.
\u00a0
SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
\n
| \n |
\u00a0 | \n
GREEN THUMB INDUSTRIES INC. | \n
| \n
/s/Benjamin Kovler
| \n
By: Benjamin Kovler | \n
Title: Chief Executive Officer | \n
Date: August 4, 2026
\n
| \n |
\u00a0 | \n
GREEN THUMB INDUSTRIES INC. | \n
| \n
/s/Mathew Faulkner
| \n
By: Mathew Faulkner | \n
Title: Chief Financial Officer | \n
Date: August 4, 2026
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\u00a0
\u00a0
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 \u2013 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 \u2013 Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and
Level 3 \u2013 Inputs for the asset or liability that are not based on observable market data.
(a) Financial Instruments
The Company\u2019s 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 June 30, 2026 and December 31, 2025 was $283,009 thousand and $244,896 thousand, respectively, which includes $23,726 thousand and $18,495 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\u2019s financial instruments associated with each of the three levels of the hierarchy are:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n As of June 30, 2026 | \n ||||||
\u00a0 | \n (in thousands) | \n |||||||
\u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n Total | \n
Cash and cash equivalents | \n $ | \n 283,586 | \n $ | \n \u2014 | \n $ | \n \u2014 | \n $ | \n 283,586 | \n
Restricted cash and cash equivalents | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Investments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 30,347 | \n \u00a0 | \n 30,347 | \n
\u00a0 | \n $ | \n 283,586 | \n $ | \n \u2014 | \n $ | \n 30,347 | \n $ | \n 313,933 | \n
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n As of December 31, 2025 | \n ||||||
\u00a0 | \n (in thousands) | \n |||||||
\u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Cash and cash equivalents | \n $ | \n 274,298 | \n $ | \n \u2014 | \n $ | \n \u2014 | \n $ | \n 274,298 | \n
Restricted cash and cash equivalents | \n \u00a0 | \n 10,984 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 10,984 | \n
Investments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 32,720 | \n \u00a0 | \n 32,720 | \n
\u00a0 | \n $ | \n 285,282 | \n $ | \n \u2014 | \n $ | \n 32,720 | \n $ | \n 318,002 | \n
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n As of June 30, 2026 | \n ||||||
\u00a0 | \n (in thousands) | \n |||||||
\u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n Total | \n
Cash and cash equivalents | \n $ | \n 283,586 | \n $ | \n \u2014 | \n $ | \n \u2014 | \n $ | \n 283,586 | \n
Restricted cash and cash equivalents | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Investments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 30,347 | \n \u00a0 | \n 30,347 | \n
\u00a0 | \n $ | \n 283,586 | \n $ | \n \u2014 | \n $ | \n 30,347 | \n $ | \n 313,933 | \n
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n As of December 31, 2025 | \n ||||||
\u00a0 | \n (in thousands) | \n |||||||
\u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n Total | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Cash and cash equivalents | \n $ | \n 274,298 | \n $ | \n \u2014 | \n $ | \n \u2014 | \n $ | \n 274,298 | \n
Restricted cash and cash equivalents | \n \u00a0 | \n 10,984 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 10,984 | \n
Investments | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n 32,720 | \n \u00a0 | \n 32,720 | \n
\u00a0 | \n $ | \n 285,282 | \n $ | \n \u2014 | \n $ | \n 32,720 | \n $ | \n 318,002 | \n
15. RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES
\u00a0
\u00a0
\u00a0
The Company acquired a non-controlling financial interest in Agrify Corporation (now known as RYTHM Inc. or \u201cRYM\u201d) in November 2024. In connection with the transaction, Benjamin Kovler, Chairman and Chief Executive Officer and Armon Vakili, Vice President, Strategic Initiatives and Partnerships, both of Green Thumb, began serving as RYM's Chairman and Interim Chief Executive Officer and member of RYM's Board, respectively. The following is a summary of transactions between Green Thumb and RYM:
\u00a0
As of June 30, 2026 and December 31, 2025, the Company held approximately 33% ownership interest in RYM and accounted \tfor the investment using the equity method of accounting. As of each of those periods then ended, the Company's investment in RYM had a carrying value of $161,410 thousand and $152,374 thousand, respectively. During the three and six months ended June 30, 2026 and 2025, the Company recorded earnings (losses) from its ownership interest in RYM of $119 thousand and $6,598 thousand and $(2,569) thousand and $(3,219) thousand, respectively, within other income (expense) on the Company's unaudited interim condensed consolidated statements of operations.
\u00a0
The Company extended convertible notes receivable (the \u201cMay 2025 Notes\u201d and \u201cAugust 2025 Notes\u201d) to RYM in the previous year. The following amounts were held by the Company as of as of June 30, 2026 and December 31, 2025, respectively:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n (in thousands) | \n |||
May 2025 Notes - maturing November 22, 2026 | \n $ | \n 27,000 | \n $ | \n 27,000 | \n
August 2025 Notes - maturing February 25, 2027 | \n \u00a0 | \n 45,000 | \n \u00a0 | \n |
Current convertible notes receivable from RYM | \n $ | \n 72,000 | \n $ | \n 27,000 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0
The May 2025 Notes and August 2025 Notes bear interest of 10% per annum and are convertible into shares of RYM or pre-funded warrants at maturity. As of the year ended December 31, 2025, the August 2025 Notes were classified as non-current and, accordingly, were included within non-current notes receivable from related parties on the Company's unaudited interim condensed consolidated balance sheets.
\u00a0
As of June 30, 2026 and December 31, 2025, accrued interest associated with the Company's convertible notes receivable from RYM totaled $2,400 thousand and $2,326 thousand, respectively.
\u00a0
15. RELATED PARTY TRANSACTIONS WITH AFFILIATED ENTITIES (Continued)
\u00a0
\u00a0
\u00a0
In May and August 2025, Green Thumb sold its intellectual property rights in brands including RYTHM, incredibles, Beboe, Dogwalkers, Doctor Solomon's, &Shine and Good Green to RYM. As part of the transactions, RYM agreed to license the intellectual property rights back to Green Thumb in exchange for a licensing fee (the \u201cLicense Agreements\u201d). During the three and six months ended June 30, 2026, the Company incurred $15,750 thousand and $24,728 thousand, respectively, in license fees that were recorded within cost of sales on the Company's unaudited interim condensed consolidated statements of operations. No such license fees were incurred during the three and six months ended June 30, 2025. As of June 30, 2026 and December 31, 2025, the Company owed RYM $5,833 thousand and $6,801 thousand, respectively in association with the License Agreements. Such amounts were included within accounts payable on the unaudited interim condensed consolidated balance sheets.
\u00a0
On March 31, 2026, the License Agreements were amended to replace the prior revenue-based fee structure with fixed annual licensing fees of $70,000 thousand, payable in monthly installments. The fees are subject to an annual increase equal to two times a Consumer Price Index-based escalator. No other terms of the License Agreements were modified.
Separately, the Company routinely provides operational support services to RYM pursuant to two shared services agreements. As of June 30, 2026 and December 31, 2025 the Company was owed $3,774 thousand and $3,186 thousand, respectively, under the shared services agreements.
The Company extended convertible notes receivable (the \u201cMay 2025 Notes\u201d and \u201cAugust 2025 Notes\u201d) to RYM in the previous year. The following amounts were held by the Company as of as of June 30, 2026 and December 31, 2025, respectively:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n June 30, 2026 | \n \u00a0 | \n December 31, 2025 | \n
\u00a0 | \n (in thousands) | \n |||
May 2025 Notes - maturing November 22, 2026 | \n $ | \n 27,000 | \n $ | \n 27,000 | \n
August 2025 Notes - maturing February 25, 2027 | \n \u00a0 | \n 45,000 | \n \u00a0 | \n |
Current convertible notes receivable from RYM | \n $ | \n 72,000 | \n $ | \n 27,000 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
16. SEGMENT REPORTING
\u00a0
\u00a0
\u00a0
The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (\u201cConsumer Packaged Goods\u201d) and retailing of cannabis to patients and consumers (\u201cRetail\u201d). 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 segment; therefore, such information is not presented below.
The below table presents revenues by type for the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Revenues, net of discounts | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 212,575 | \n $ | \n 205,284 | \n \u00a0 | \n $ | \n 420,635 | \n $ | \n 403,956 | \n
Consumer packaged goods | \n \u00a0 | \n 175,656 | \n \u00a0 | \n 169,437 | \n \u00a0 | \n \u00a0 | \n 343,195 | \n \u00a0 | \n 339,721 | \n
Intersegment eliminations | \n \u00a0 | \n (81,548) | \n \u00a0 | \n (81,464) | \n \u00a0 | \n \u00a0 | \n (156,957) | \n \u00a0 | \n (170,880) | \n
Total revenues, net of discounts | \n $ | \n 306,683 | \n $ | \n 293,257 | \n \u00a0 | \n $ | \n 606,873 | \n $ | \n 572,797 | \n
Cost of goods sold | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 130,157 | \n $ | \n 136,478 | \n \u00a0 | \n $ | \n 255,405 | \n $ | \n 269,831 | \n
Consumer packaged goods | \n \u00a0 | \n 109,438 | \n \u00a0 | \n 104,796 | \n \u00a0 | \n \u00a0 | \n 213,579 | \n \u00a0 | \n 204,586 | \n
Intersegment eliminations | \n \u00a0 | \n (70,786) | \n \u00a0 | \n (94,273) | \n \u00a0 | \n \u00a0 | \n (143,630) | \n \u00a0 | \n (191,151) | \n
Total cost of goods sold | \n $ | \n 168,809 | \n $ | \n 147,001 | \n \u00a0 | \n $ | \n 325,354 | \n $ | \n 283,266 | \n
Gross profit | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 82,418 | \n $ | \n 68,806 | \n \u00a0 | \n $ | \n 165,230 | \n $ | \n 134,125 | \n
Consumer packaged goods | \n \u00a0 | \n 66,218 | \n \u00a0 | \n 64,641 | \n \u00a0 | \n \u00a0 | \n 129,616 | \n \u00a0 | \n 135,135 | \n
Intersegment eliminations | \n \u00a0 | \n (10,762) | \n \u00a0 | \n 12,809 | \n \u00a0 | \n \u00a0 | \n (13,327) | \n \u00a0 | \n 20,271 | \n
Total gross profit | \n $ | \n 137,874 | \n $ | \n 146,256 | \n \u00a0 | \n $ | \n 281,519 | \n $ | \n 289,531 | \n
Depreciation and amortization | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 14,158 | \n $ | \n 11,442 | \n \u00a0 | \n $ | \n 27,330 | \n $ | \n 22,530 | \n
Consumer packaged goods | \n \u00a0 | \n 19,018 | \n \u00a0 | \n 18,229 | \n \u00a0 | \n \u00a0 | \n 38,259 | \n \u00a0 | \n 36,552 | \n
Intersegment eliminations | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Total depreciation and amortization | \n $ | \n 33,176 | \n $ | \n 29,671 | \n \u00a0 | \n $ | \n 65,589 | \n $ | \n 59,082 | \n
Goodwill assigned to the Retail segment as of June 30, 2026 and December 31, 2025 was $286,670 thousand and $277,342 thousand, respectively. Intangible assets, net assigned to the Retail segment as of June 30, 2026 and December 31, 2025 was $261,042 thousand and $251,846 thousand, respectively.
Goodwill assigned to the Consumer Packaged Goods segment as of June 30, 2026 and December 31, 2025 was $314,809 thousand at each period end. Intangible assets, net assigned to the Consumer Packaged Goods segment as of June 30, 2026 and December 31, 2025 was $174,543 thousand and $184,835 thousand, respectively.
The Company\u2019s 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.
"}]},{"name":"rpt:f-1023","factDimensions":{"xbrl:concept":"us-gaap:NumberOfOperatingSegments","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"gtbif:Segments"},"factValues":[{"value":"2","decimals":0}]},{"name":"rpt:f-1024","factDimensions":{"xbrl:concept":"us-gaap:NumberOfReportableSegments","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139","xbrl:unit":"gtbif:Segments"},"factValues":[{"value":"2","decimals":0}]},{"name":"rpt:f-1025","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock","xbrl:period":"2026-01-01T00:00:00/2026-07-01T00:00:00","xbrl:entity":"cik:0001795139"},"factValues":[{"value":"The below table presents revenues by type for the three and six months ended June 30, 2026 and 2025:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Three Months Ended June 30, | \n \u00a0 | \n \u00a0 | \n Six Months Ended June 30, | \n ||||
\u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n \u00a0 | \n \u00a0 | \n 2026 | \n \u00a0 | \n 2025 | \n
\u00a0 | \n \u00a0 | \n (in thousands) | \n \u00a0 | \n \u00a0 | \n (in thousands) | \n ||||
Revenues, net of discounts | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 212,575 | \n $ | \n 205,284 | \n \u00a0 | \n $ | \n 420,635 | \n $ | \n 403,956 | \n
Consumer packaged goods | \n \u00a0 | \n 175,656 | \n \u00a0 | \n 169,437 | \n \u00a0 | \n \u00a0 | \n 343,195 | \n \u00a0 | \n 339,721 | \n
Intersegment eliminations | \n \u00a0 | \n (81,548) | \n \u00a0 | \n (81,464) | \n \u00a0 | \n \u00a0 | \n (156,957) | \n \u00a0 | \n (170,880) | \n
Total revenues, net of discounts | \n $ | \n 306,683 | \n $ | \n 293,257 | \n \u00a0 | \n $ | \n 606,873 | \n $ | \n 572,797 | \n
Cost of goods sold | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 130,157 | \n $ | \n 136,478 | \n \u00a0 | \n $ | \n 255,405 | \n $ | \n 269,831 | \n
Consumer packaged goods | \n \u00a0 | \n 109,438 | \n \u00a0 | \n 104,796 | \n \u00a0 | \n \u00a0 | \n 213,579 | \n \u00a0 | \n 204,586 | \n
Intersegment eliminations | \n \u00a0 | \n (70,786) | \n \u00a0 | \n (94,273) | \n \u00a0 | \n \u00a0 | \n (143,630) | \n \u00a0 | \n (191,151) | \n
Total cost of goods sold | \n $ | \n 168,809 | \n $ | \n 147,001 | \n \u00a0 | \n $ | \n 325,354 | \n $ | \n 283,266 | \n
Gross profit | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 82,418 | \n $ | \n 68,806 | \n \u00a0 | \n $ | \n 165,230 | \n $ | \n 134,125 | \n
Consumer packaged goods | \n \u00a0 | \n 66,218 | \n \u00a0 | \n 64,641 | \n \u00a0 | \n \u00a0 | \n 129,616 | \n \u00a0 | \n 135,135 | \n
Intersegment eliminations | \n \u00a0 | \n (10,762) | \n \u00a0 | \n 12,809 | \n \u00a0 | \n \u00a0 | \n (13,327) | \n \u00a0 | \n 20,271 | \n
Total gross profit | \n $ | \n 137,874 | \n $ | \n 146,256 | \n \u00a0 | \n $ | \n 281,519 | \n $ | \n 289,531 | \n
Depreciation and amortization | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
Retail | \n $ | \n 14,158 | \n $ | \n 11,442 | \n \u00a0 | \n $ | \n 27,330 | \n $ | \n 22,530 | \n
Consumer packaged goods | \n \u00a0 | \n 19,018 | \n \u00a0 | \n 18,229 | \n \u00a0 | \n \u00a0 | \n 38,259 | \n \u00a0 | \n 36,552 | \n
Intersegment eliminations | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u2014 | \n
Total depreciation and amortization | \n $ | \n 33,176 | \n $ | \n 29,671 | \n \u00a0 | \n $ | \n 65,589 | \n $ | \n 59,082 | \n