Item 3.02 Unregistered Sales of Equity Securities
Green Thumb Industries Inc. (the "Company") is making this disclosure because
its sales of equity securities not registered with the United States Securities
and Exchange Commission (the "SEC") since its Quarterly Report on Form 10-Q for
the period ended September 30, 2021, filed with the SEC on November 12, 2021, in
the aggregate, exceeds 1% of the number of shares of common stock outstanding as
of November 1, 2021. The Company issued 5,668,020 of the Company's subordinate
voting shares to the sellers of equity interests of companies that are engaged
in the cultivation, production and/or sale of cannabis and related products in
the United States. These acquisitions are not material to the Company. All of
these shares were issued in reliance upon the exemptions from registration
afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of
1933, as amended.
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GREEN THUMB INDUSTRIES INC. 
