RSLGH, LLC - 08 May 2025 Form 4 Insider Report for Agrify Corp (AGFY)

Role: 10%+ Owner
Signature: /s/ Bret Kravitz, Corporate Secretary, on behalf of RLGH, LLC
Issuer symbol: AGFY
Transactions as of: 08 May 2025
Net transactions value: +$510,396
Form type: 4
Filing time: 12 May 2025, 16:30:21 UTC
Previous filing: 16 Dec 2024
Next filing: 22 May 2025
SEC: View on sec.gov

Reporting Owners (2)

Name	Relationship	Address	Signature	Signature date	CIK
RSLGH, LLC	10%+ Owner	325 WEST HURON STREET,, SUITE 700, CHICAGO	/s/ Bret Kravitz, Corporate Secretary, on behalf of RLGH, LLC	12 May 2025	0002043397
Green Thumb Industries Inc.	10%+ Owner	325 WEST HURON STREET, SUITE 700, CHICAGO	/s/ Bret Kravitz, Corporate Secretary, on behalf of Green Thumb Industries Inc.	12 May 2025	0001795139

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AGFY	Pre-Funded Warrants (right to buy)	Options Exercise	$510,396	+18,614		$27.42	18,614	08 May 2025	Common Stock	18,614	$0.001000	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On 5/8/2025, RLSGH, LLC (the "Investor") entered into an amendment with Agrify Corporation (the "Issuer") to the Secured Convertible Note (the "Note") dated 11/5/2025 from the Issuer to the Investor, to issue pre-funded warrants in lieu of cash interest. No changes were made to the conversion price of the Note. The pre-funded warrants have an exercise price of $0.001 per share, were exercisable upon issuance, will expire when the applicable warrant is exercised in full, and are exercisable on a cash basis or, if there is no effective registration statement registering the resale of the underlying shares of common stock, on a cashless exercise basis at the Issuer's discretion. The number of pre-funded warrants issued was determined based on the interest payment owed divided by $27.42, which is equal to the most recent closing price of the Issuer's common stock as of the time the amendment was signed. The pre-funded warrants include a beneficial ownership limitation of 49.99%.
F2	The Investor is the direct beneficial owner of the pre-funded warrants. The Investor 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 Core Growth, LLC. Core Growth, LLC is the sole member of Investor.

Content

On 5/8/2025, RLSGH, LLC (the "Investor") entered into an amendment with Agrify Corporation (the "Issuer") to the Secured Convertible Note (the "Note") dated 11/5/2025 from the Issuer to the Investor, to issue pre-funded warrants in lieu of cash interest. No changes were made to the conversion price of the Note. The pre-funded warrants have an exercise price of $0.001 per share, were exercisable upon issuance, will expire when the applicable warrant is exercised in full, and are exercisable on a cash basis or, if there is no effective registration statement registering the resale of the underlying shares of common stock, on a cashless exercise basis at the Issuer's discretion. The number of pre-funded warrants issued was determined based on the interest payment owed divided by $27.42, which is equal to the most recent closing price of the Issuer's common stock as of the time the amendment was signed. The pre-funded warrants include a beneficial ownership limitation of 49.99%.

The Investor is the direct beneficial owner of the pre-funded warrants. The Investor 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 Core Growth, LLC. Core Growth, LLC is the sole member of Investor.