8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 9, 2022

GREEN THUMB INDUSTRIES INC.

(Exact name of registrant as specified in its charter}

325 West Huron Street, Suite 700

Chicago, Illinois 60654

(Address of principal executive offices including zip code)

(312) 563-5600

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On March 9, 2022, Westley Moore notified Green Thumb Industries Inc. (the “Company”) that he was resigning from his role as a director of the Company effective March 11, 2022. Mr. Moore’s decision to resign as a director is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

A copy of the press release announcing Mr. Moore’s resignation as a director of the Company is attached hereto as Exhibit 99.1.

The information in contained in Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

Green Thumb Industries Announces Departure of Wes Moore from Board of Directors

CHICAGO and VANCOUVER, British Columbia, March 11, 2022 (GLOBE NEWSWIRE) — Green Thumb Industries Inc. (Green Thumb) (CSE: GTII) (OTCQX: GTBIF), a leading national cannabis consumer packaged goods company and owner of Rise dispensaries, today announced the resignation of Wes Moore from its board of directors. Moore joined Green Thumb’s board of directors in 2018 and served on the audit and compensation committee.

“On behalf of our entire team, I’d like to thank Wes for his many contributions to Green Thumb,” said Founder and Chief Executive Officer Ben Kovler. “As an entrepreneur, executive, combat veteran and social advocate, Wes has provided us with invaluable perspective and leadership and we appreciate his dedication to our mission and his dedication to equity in the industry and social justice.”

Wes Moore added: “I am grateful for the opportunity to have served on Green Thumb’s board of directors and to have witnessed the growth and success of the company first-hand. I’m proud of the work we did to diversify the board and the industry as a whole. We need to ensure we have the right leaders at the table of this emerging industry, and I look forward to following their important work of promoting well-being through cannabis.”

The non-executive Green Thumb directors on the board include:

Wendy Berger, Real Estate Subject Matter Expert: Principal, WBS Equities, LLC., which specializes in ground-up construction, renovation, development, sale leaseback transactions and acquisitions.

William Gruver, Former Chief Administrative Officer of the Equities Division of Goldman Sachs, decorated Navy Veteran and experienced Audit Committee chair.

Dorri McWhorter, CEO of YMCA of Metropolitan Chicago and experienced social change executive. Serves on the boards Lifeway Foods Inc., Skyway Concession Company and William Blair Funds.

Swati Mylavarapu, Compliance Subject Matter Expert: Founder and Managing Partner, Incite.org., a hybrid incubator and investment fund.

Glen Senk, Retail Subject Matter Expert: Chairman and CEO of Front Row Partners, a retail and consumer business investment firm. Current Executive Chairman and director of Boden and director of Aritzia, and former CEO and director of Urban Outfitters, Inc.

About Green Thumb Industries:

Green Thumb Industries Inc. (“Green Thumb”), a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while giving back to the communities in which it serves. Green Thumb manufactures and distributes a portfolio of branded cannabis products including Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM. The company also owns and operates rapidly growing national retail cannabis stores called Rise. Headquartered in Chicago, Illinois, Green Thumb has 17 manufacturing facilities, 76 open retail locations and operations across 15 U.S. markets. Established in 2014, Green Thumb employs approximately 3,800 people and serves millions of patients and customers each year. The company was named to Crain’s Fast 50 list in 2021 and a Best Workplace by MG Retailer magazine in 2018, 2019 and 2021. More information is available at www.GTIgrows.com.