Green Thumb Industries Inc. — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

GREEN THUMB INDUSTRIES INC.

Notice of Annual and Special Meeting of Shareholders (the "Notice")

The 2025 annual and special meeting of shareholders (the "Meeting") of Green Thumb Industries Inc., a British Columbia corporation (the "Corporation" or the "Company"), will be a virtual meeting held on June 11, 2025 beginning at 10:00 a.m. (Central time), at www.virtualshareholdermeeting.com/GTBIF2025.

The following matters will be considered at the Meeting:

• The setting of the number of directors at seven;
• The election of directors for the forthcoming year from the nominees proposed by the board of directors of the Company (the "Board");
• The approval, on an advisory basis, of the compensation paid to the Company's named executive officers, as disclosed in the accompanying proxy statement;
• The re-appointment of Baker Tilly US, LLP ("Baker Tilly"), as auditors for the Company and the authorization of the Board to fix the auditors' remuneration and terms of engagement;
• The amendment of the Green Thumb Industries Inc. 2018 Share and Incentive Plan, as amended, to increase the number of shares from 10% of the number of the Company's Subordinate Voting Shares outstanding as of the date of each grant, including the number of Subordinate Voting Shares issuable on conversion of the Company's Super Voting Shares and the Multiple Voting Share, to 15%; and
• The transaction of such other business as may properly come before the Meeting or any adjournment(s) thereof.

This Notice is accompanied by the proxy statement and the accompanying form of proxy ("Proxy Instrument"). As permitted by applicable securities law, the Company is using "Notice-and-Access" to deliver the proxy statement to shareholders. This means that the proxy statement is being posted online to access, rather than being mailed out. Notice-and-Access substantially reduces the Company's printing and mailing costs and is environmentally friendly as it reduces paper and energy consumption. The proxy statement, the audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2024, together with the notes thereto, the independent auditor's report thereon and the related management's discussion and analysis are available on the Investors page of the Company's website at gtigrows.com, Canada's System for Electronic Data Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca and the Securities and Exchange Commission's website at www.sec.gov. Shareholders will still receive a Proxy Instrument or a voting instruction form in the mail so they can vote their shares but, instead of receiving a paper copy of the proxy statement, they will receive a notice with information about how they can access the proxy statement electronically and how to request a paper copy.

The record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof is April 21, 2025 (the "Record Date"). Shareholders of the Company whose names have been entered in the register of shareholders of the Company at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof.

A shareholder of the Company may attend the Meeting live via webcast or may be represented by proxy. Registered shareholders of the Company who are unable to attend the Meeting or any adjournment(s) thereof via the webcast are requested to date, sign and return the accompanying Proxy Instrument for use at the Meeting or any adjournment(s) thereof.

To be effective, the enclosed Proxy Instrument must be returned to our proxy tabulator, Broadridge Financial Solutions ("Broadridge") by mail using the enclosed return envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Alternatively, you may vote by Internet at www.proxyvote.com and clicking "Vote" or by calling 1-800-690-6903. All instructions are listed on the enclosed Proxy Instrument. Your proxy or voting instructions must be received in each case no later than 10:59 p.m. (Central Time) on June 9, 2025 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of any adjournment(s) to the Meeting.

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Whether or not you plan to attend the Meeting via live webcast, we encourage you to read this proxy statement and promptly vote your shares. For specific instructions on how to vote your shares, please refer to the section entitled “How You Can Vote” and to the instructions on your proxy or voting instruction card.

DATED as of April 28, 2025
By Order of the Board of Directors

/s/ Benjamin Kovler
Benjamin Kovler
Chief Executive Officer, Chairman and Founder

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2025

The Notice of Annual and Special Meeting and Proxy Statement are available on our website at investors.gtigrows.com/2025proxy. The 2024 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, is available on our website at investors.gtigrows.com/2024annualreport.

YOUR VOTE IS IMPORTANT.

PLEASE VOTE YOUR PROXY OVER THE INTERNET
BY VISITING WWW.PROXYVOTE.COM
OR BY TELEPHONE (800) 690-6903
OR
MARK, SIGN, DATE AND RETURN YOUR PROXY CARD BY MAIL
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL AND SPECIAL MEETING.