Rythm Inc.

11/04/2025 | Press release | Distributed by Public on 11/04/2025 14:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RSLGH, LLC
2. Issuer Name and Ticker or Trading Symbol
RYTHM, Inc. [RYM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
325 W. HURON STREET, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025
(Street)
CHICAGO, IL 60654
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note (right to buy) $3.157 11/03/2025 M $10,175,000(1) (1) (1) Common Stock 3,222,997(1) (1) 0 D(2)
Pre-Funded Warrants (right to buy) $0.001 11/03/2025 M 3,222,997 (3) (3) Common Stock 3,222,997(3) $3.157(3) 3,222,997 D(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RSLGH, LLC
325 W. HURON STREET
SUITE 700
CHICAGO, IL 60654
X
Green Thumb Industries Inc.
325 WEST HURON STREET
SUITE 700
CHICAGO, IL 60654
X

Signatures

Green Thumb Industries Inc. By: /s/ Bret Kravitz, Corporate Secretary 11/03/2025
**Signature of Reporting Person Date
RSLGH, LLC By: /s/ Bret Kravitz, Corporate Secretary 11/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects the conversion of the Convertible Note issued to RSLGH, LLC ("RSLGH") on November 5, 2024 with a maturity date of November 5, 2025 (the "November 2024 Note") into Pre-Funded Warrants. The November 2024 Note was convertible into shares of the Issuer's common stock at a conversion price of $3.158 per share or, at the option of RSLGH, into Pre-Funded Warrants for shares of common stock exercisable at $0.001 per share at a conversion price of $3.157 per warrant.
(2) RSLGH was the direct beneficial owner of the November 2024 Note and is the direct beneficial owner of the Pre-Funded Warrants. RSLGH is an indirectly, wholly- owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of RSLGH.
(3) Reflects Pre-Funded Warrants issued upon conversion of the November 2024 Note, with the number of Pre-Funded Warrants determined pursuant to the terms of the November 2024 Note, by dividing the $10,000,000 of outstanding principal and $175,000 of accrued but unpaid interest as of November 3, 2025 by the warrant conversion price of $3.157. The Pre-Funded Warrants are subject to a 49.99% beneficial ownership limitation with exercise also subject to stockholder approval under the applicable Nasdaq listing rules, to the extent required.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Rythm Inc. published this content on November 04, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 04, 2025 at 20:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]