RYTHM removes ownership caps; Green Thumb affiliate RSLGH to control ~89.9% of shares

RYTHM, Inc.

• Amendment removes 49.99% beneficial ownership limits on $72M notes and warrants covering up to 9,731,638 shares, effective Oct 10, 2026.
• RSLGH (Green Thumb) ownership rises from 49.99% to ~89.9% of RYTHM common stock as of Aug 11, 2026.
• Aggregate consideration of $109.5M funded from Green Thumb working capital, plus interest under notes and fees under services agreement.
• Shareholders approved issuance of shares under Nasdaq Rule 5635: 1,118,058 for, 10,049 against, 747 abstain.
• Amendment also removes ownership limits in Shared Services Agreement with VMS and future warrants issued under notes/services.