RSLGH, LLC - 22 May 2025 Form 4 Insider Report for Agrify Corp (AGFY)

Role: 10%+ Owner
Signature: /s/ Bret Kravitz, Corporate Secretary, on behalf of RSLGH, LLC
Issuer symbol: AGFY
Transactions as of: 22 May 2025
Net transactions value: +$27,000,000
Form type: 4
Filing time: 22 May 2025, 21:55:10 UTC
Previous filing: 12 May 2025
Next filing: 29 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 RSLGH, LLC	22 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.	22 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	Secured Convertible Note	Other	$27,000,000				$27,000,000	22 May 2025	Common Stock	1,147,471	$23.53	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On 5/22/2025, the Issuer issued a Secured Convertible Note (the "Note") to RSLGH, LLC (the "Investor") with an original principal amount of $27.0 million. The Note bears interest at 10% per annum, payable in pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants") with a value per Pre-Funded Warrant of $23.53. The Note is secured by the Issuer's assets and rank senior to all other indebtedness except that they rank on parity with the Secured Convertible Note issued to the Investor on November 5, 2024. The Note may be converted into Common Stock at a conversion price of $23.53 per share or, at the election of the holder, into Pre-Funded Warrants at a conversion price of $23.53 per share, subject to certain customary conditions. The Note includes a beneficial ownership limitation of 49.99% with respect to the Investor.
F2	The Investor is the direct beneficial owner of the Note. 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 Investor.

Content

On 5/22/2025, the Issuer issued a Secured Convertible Note (the "Note") to RSLGH, LLC (the "Investor") with an original principal amount of $27.0 million. The Note bears interest at 10% per annum, payable in pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants") with a value per Pre-Funded Warrant of $23.53. The Note is secured by the Issuer's assets and rank senior to all other indebtedness except that they rank on parity with the Secured Convertible Note issued to the Investor on November 5, 2024. The Note may be converted into Common Stock at a conversion price of $23.53 per share or, at the election of the holder, into Pre-Funded Warrants at a conversion price of $23.53 per share, subject to certain customary conditions. The Note includes a beneficial ownership limitation of 49.99% with respect to the Investor.

The Investor is the direct beneficial owner of the Note. 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 Investor.