UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

GREEN THUMB INDUSTRIES INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On June 16, 2026, the shareholders of Green Thumb Industries Inc. (the “Company”) approved the amendment of the Company’s existing Amended and Restated Articles (the “Existing Articles”) to vary the automatic conversion provisions of the Company’s Super Voting Shares contained in Section 28.1(7)(b) of the Existing Articles, such that automatic conversion of Super Voting Shares is triggered when the number of Super Voting Shares held by an Initial Holder (as defined in the Existing Articles) falls to 25%, instead of 50%, of the original number of such shares held by the Initial Holder (the “Amendment Proposal”), as further described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”) for the 2026 Annual and Special Meeting of Shareholders (the “2026 Annual Meeting”). A copy of the Company’s current Amended and Restated Articles is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, the Company’s shareholders:

Proposal No. 1: Setting the number of directors of the Company at seven:

Proposal No. 2: Election of directors:

Proposal No. 3: The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for the meeting:

Proposal No. 4: The appointment of Baker Tilly US, LLP as auditors for the Company and authorization of the Board to fix the auditors’ remuneration and terms of engagement:

Proposal No. 5: The approval of the amendment of the Company’s current articles to vary the automatic conversion provisions of the Super Voting Shares as further described in the Proxy Statement.

All votes cast:

Votes cast excluding those cast by the Initial Holders:

Item 9.01. Financial Statements and Exhibits.

(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.