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

_____________________________________

SCHEDULE 14A INFORMATION

_____________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

RYTHM, Inc.
(Name of Registrant as Specified In Its Charter)

___________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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RYTHM, INC.

ANNUAL MEETING OF STOCKHOLDERS

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April 27, 2026

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NOTICE AND PROXY STATEMENT

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April 27, 2026

Dear RYTHM, Inc. Stockholder:

On behalf of the Board of Directors, I am pleased to invite you to attend the RYTHM, Inc. (“RYTHM” or the “Company”) Virtual Annual Meeting of Stockholders to be held on Tuesday, June 16, 2026, at 3:00 p.m., Central Time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/RYM2026, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

At the meeting, you and the other stockholders will be asked to vote upon the following:

• To elect seven directors, each for a one-year term;

• To ratify the appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

• To approve an amendment to the RYTHM, Inc. 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 115,000 shares.

As of April 20, 2026, the Company had 2,149,128 shares of Common Stock outstanding. Only shareholders of record as of the close of business on April 20, 2026 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting.

Whether or not you can attend the meeting, please read the attached proxy statement. When you have done so, please mark your vote on the proxy card, sign and date the proxy card, and return it to us. Alternatively, you may cast your vote by telephone, or through the Internet. Instructions for voting by telephone or through the Internet are included with your proxy. Your vote is important. Please act promptly by voting your shares by telephone, via the Internet, or by signing, dating and returning the proxy card.

Thank you for your continued interest in RYTHM. We look forward to seeing you at the meeting.

Sincerely,
/s/ Benjamin Kovler
Benjamin Kovler
Chairman and Interim Chief Executive Officer

2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 • Tel: (855) 420-0020
ir@rythminc.com • www.rythminc.com

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RYTHM, Inc.
2220 Hicks Road, Suite 210
Rolling Meadows, IL 60008

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Tuesday, June 16, 2026

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To RYTHM, Inc. Stockholders:

RYTHM, Inc. (“RYTHM”) will hold its Virtual Annual Meeting of Stockholders on Tuesday, June 16, 2026 at 3:00 p.m., Central Time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/RYM2026, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

We are holding this meeting for the following purposes:

• To elect seven directors, each for a one-year term;

• To ratify the appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

• To approve an amendment to the RYTHM, Inc. 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 115,000 shares.

The Board of Directors selected April 20, 2026 as the record date for determining stockholders entitled to vote at the Annual Meeting. As of April 20, 2026, RYTHM had 2,149,128 shares of Common Stock outstanding. A list of stockholders on that date will be available for inspection at RYTHM’s corporate headquarters, 2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008, during normal business hours for the ten-day period prior to the Annual Meeting. Only holders of our Common Stock as of the close of business on April 20, 2026 are entitled to vote at the Annual Meeting or any adjournment thereof.

On or about April 29, 2026, we are mailing to our stockholders our proxy statement, proxy and 2025 Annual Report on Form 10-K, as amended.

By Order of the Board of Directors,
/s/ Benjamin Kovler
Benjamin Kovler
Corporate Secretary

Rolling Meadows, Illinois
April 27, 2026

Important Notice Regarding Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to be Held on June 16, 2026: The Notice of Annual Meeting and Proxy Statement and our 2025 Annual Report on Form 10-K are available at www.proxyvote.com.

2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 • Tel: (855) 420-0020
ir@rythminc.com • www.rythminc.com

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Following the virtual Annual Meeting of Stockholders, all stockholders are invited to attend a reception at Garcia’s Chicago (1001 W Washington Blvd, Chicago, IL 60607) on Tuesday, June 16, 2026 at 3:30 p.m. (Central time), where food and beverages will be provided. Shareholders who arrive early may observe the virtual meeting at Garcia’s. Doors will open at 1:00 p.m. As the meeting will be entirely virtual, persons at Garcia’s will not be counted as attendees of the meeting for any purpose, and will not be permitted to ask questions or vote. Questions and voting will only take place at the official meeting location, www.virtualshareholdermeeting.com/RYM2026, and in accordance with the meeting rules and procedures posted therein.

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IMPORTANT

Whether or not you expect to attend the virtual annual meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card will save the Company the expense and extra work of additional solicitation. An addressed envelope, for which no postage is required if mailed in the United States, is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.

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RYTHM, INC.

PROXY STATEMENT

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		Page
GENERAL INFORMATION		1
ITEM 1 — ELECTION OF DIRECTORS		4
CORPORATE GOVERNANCE		8
STOCK OWNERSHIP		15
EQUITY COMPENSATION PLANS		17
EXECUTIVE OFFICERS		18
COMPENSATION OF NAMED EXECUTIVE OFFICERS		19
REPORT OF THE AUDIT COMMITTEE		21
ITEM 2 — RATIFICATION OF AUDITOR APPOINTMENT		22
ITEM 3 — APPROVAL OF AN AMENDMENT TO THE 2022 OMNIBUS EQUITY INCENTIVE PLAN		25
EXPENSES OF SOLICITATION		33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		34
OTHER MATTERS		39
ADVANCE NOTICE PROCEDURES AND STOCKHOLDER PROPOSALS		40
ADDITIONAL INFORMATION		41
APPENDIX A: RYTHM, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN (AS AMENDED)		A-1

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GENERAL INFORMATION

Annual Meeting Information

This proxy statement contains information related to the Virtual Annual Meeting of Stockholders of RYTHM, Inc. (the “Company” or “RYTHM”) to be held on Tuesday, June 16, 2026, beginning at 3:00 p.m. Central Time, and any postponements or adjournments thereof (the “Annual Meeting”). This proxy statement was prepared at the direction of our Board of Directors to solicit your proxy for use at the Annual Meeting. On or about April 29, 2026, we are mailing to our stockholders our proxy statement, Annual Report and proxy materials.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/RYM2026 you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

Q: Who is soliciting my proxy?

A: We, the Board of Directors of RYTHM, Inc., are sending you this proxy statement in connection with our solicitation of proxies for use at the Annual Meeting. Certain directors, officers and employees of RYTHM may (without compensation) solicit proxies on our behalf by mail, phone, fax, Internet or at the Annual Meeting.

Q: Who is paying for this solicitation?

A: RYTHM will pay for any solicitation of proxies. RYTHM also will reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward our proxy materials to the beneficial owners of RYTHM Common Stock.

Q: What am I voting on?

A: There are three items scheduled to be voted on at the Annual Meeting:

• Item 1 — The election of Benjamin Kovler, Max Holtzman, Timothy Mahoney, Peter Shapiro, Sanjay Tolia, Armon Vakili and Krishnan Varier to the Board of Directors;

• Item 2 — The ratification of the appointment of GuzmanGray as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Appointment”); and

• Item 3 — The approval of an amendment to the RYTHM, Inc. 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 115,000 (the “Equity Plan Proposal”).

Q: Who can vote?

A: Only those who owned Common Stock of record at the close of business on April 20, 2026, the record date for the Annual Meeting (the “Record Date”), can vote. If you owned Common Stock on the Record Date, you have one vote per share for each Item up for vote at the Annual Meeting.

Q: How do I vote?

A: You may vote your shares either at the Annual Meeting or by proxy. To vote by proxy, you should mark, date, sign and mail the proxy card provided with this proxy statement or vote by telephone or through the Internet.

You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RYM2026. To be admitted to the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or notice you received. You also will be able to vote your shares electronically prior to or during the Annual Meeting. If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/RYM2026, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

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Q: Can I vote by telephone or electronically?

A: If you are a registered stockholder, you may vote by telephone, or electronically through the Internet, by following the instructions included with your proxy card. If your shares are held in “street name,” please check your proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically. The deadline for voting by telephone or electronically is 10:59 p.m., Central Daylight Time, on June 15, 2026.

Q: How are votes counted?

A: You may vote for each of the three proposals as follows:

• “FOR” or “WITHHOLD” with respect to each nominee to our Board of Directors specified in Item 1 of this proxy statement;

• “FOR,” “AGAINST” or “ABSTAIN” with respect to the ratification and approval of the Auditor Appointment described in Item 2 of this proxy statement; and

• “FOR,” “AGAINST” or “ABSTAIN” with respect to the Equity Plan Proposal described in Item 3 of this proxy statement.

If you return your proxy but do not mark your voting preference, the individuals named as proxies will vote your shares “FOR” the election of each of the nominees for director and “FOR” each of Items 2 and 3. Giving a proxy will not affect your right to vote your shares at the Annual Meeting. If you attend the Annual Meeting, you may revoke your proxy and vote at the Annual Meeting if you wish.

Q: What happens if I withhold my vote for an individual director?

A: Withheld votes are not included in the vote tally for the election of directors. If you wish your shares to be voted for some nominees, and not voted for others, then indicate the name(s) of the nominee(s) for whom you are withholding authority to vote by writing the name(s) of such nominee(s) in the space provided in the proxy. If you wish to withhold authority to vote for all nominees, check the box marked “WITHHOLD ALL.”

Q: What are broker non-votes and abstentions?

A: If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, then the broker will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote the shares with respect to “non-discretionary” items (in which case, the shares will be treated a “broker non-vote”). An abstention is a decision by a stockholder to take a neutral position on a proposal being submitted to stockholders at a meeting.

Q: On which proposals do brokers have discretion to vote without instructions from beneficial owners?

A: If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. However, if you do not give instructions to the broker, then the broker will not be entitled to vote the shares with respect to Item 1, the election of directors, or Item 3, the Equity Plan Proposal. Brokers will be able to vote on the approval of the Item 2, the Auditor Appointment, in the absence of your instructions as that matter is considered a “discretionary” item.

Q: How do broker non-votes and abstentions affect the existence of a quorum and the vote required for the proposals at the Annual Meeting?

A: Broker non-votes and abstentions on any matter are included in determining the number of shares represented for the purpose of determining whether a quorum is present at a stockholders’ meeting. Because directors will be elected by a plurality of the votes cast (i.e., the seven director nominees receiving the greatest number of votes will be elected) at the Annual Meeting, an abstention would have no effect on the vote concerning the election of directors and thus is not being offered as a voting option in the election of directors under Item 1. Under Nevada law, broker non-votes are not considered to be entitled to vote on the matter and, thus, will not have any impact on the outcome of Item 3. Although abstentions are considered present and entitled to vote on a matter,

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abstentions are not considered to be votes cast under Nevada law, and thus will have no impact on the outcome of Item 3, which requires the favorable vote of a majority of the votes cast at the Annual Meeting by stockholders entitled to vote on the matter.

Q: Can I change my vote after I return my proxy card?

A: Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary either written notice of your revocation or a duly executed proxy bearing a later date. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy; however, delivery of a later dated proxy before the polls close at the Annual Meeting will revoke a proxy previously granted.

Q: What are the Board’s recommendations?

A: Our Board of Directors recommends that you vote your shares as follows:

• “FOR” each of the seven nominees to our Board of Directors as described in Item 1 of this proxy statement;

• “FOR” the ratification and approval of the Auditor Appointment as described in Item 2 of this proxy statement; and

• “FOR” the Equity Plan Proposal described in Item 3 of this proxy statement.

Q: What constitutes a quorum?

A: As of April 20, 2026, we had 2,149,128 shares of Common Stock outstanding and 52 holders of record. Each share of our Common Stock is entitled to one vote per share. The holders of one-third of the total outstanding shares entitled to vote, present at the Annual Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Q: What happens if a quorum is not present?

A: If a quorum is not present at the scheduled time of the Annual Meeting, then the stockholders who are represented may adjourn the Annual Meeting until a quorum is present. The time and place of an adjourned meeting, if necessary, would be announced at the time the adjournment is taken and no other notice would be given. Voting cannot take place unless a quorum is present.

Q: What is the voting requirement to approve each of the items?

A: The voting requirement to approve each of the proposals is as follows:

• Directors are elected by a plurality of the votes cast. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominees.

• The affirmative vote of a majority of votes cast on the proposal is required to ratify the Auditor Appointment in Item 2.

• The affirmative vote of a majority of votes cast on the proposal is required to approve the Equity Plan Proposal in Item 3.

Q: Can I vote on other matters?

A: Our Third Amended and Restated Bylaws (which we refer to as our “Amended and Restated Bylaws”) limit the matters presented at an Annual Meeting to those in a notice of Annual Meeting and those otherwise properly presented at an Annual Meeting. Since none of our stockholders provided notice for any other business matters during the applicable period set forth in our Amended and Restated Bylaws, no matters other than those included in the Notice of Annual Meeting may properly come before the Annual Meeting.

Q: Who will count the vote?

A: Representatives of Broadridge Financial Solutions, Inc., our transfer agent, will tabulate the votes.

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ITEM 1 — ELECTION OF DIRECTORS

Our Board of Directors (which is sometimes referred to in this proxy statement as our “Board”) currently consists of Benjamin Kovler, Max Holtzman, Armon Vakili, Peter Shapiro, Sanjay Tolia, Timothy Mahoney and Krishnan Varier. You and the other stockholders are requested to vote for the nominees set forth below to serve as directors until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The individuals named as proxies will vote the enclosed proxy for the election of all nominees listed below, unless you direct them to withhold your votes. If any nominee becomes unable to serve as a director before the Annual Meeting (or decides not to serve), the individuals named as proxies may vote for a substitute or we may reduce the number of members of the Board. There are no family relationships among any of our executive officers or directors.

Vote Required

If a quorum is present, individual nominees will be elected by a plurality of the votes of shares present at the Annual Meeting or represented by proxy at the Annual Meeting. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominees. If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. However, if you do not give instructions to the broker, then the broker will not be entitled to vote the shares with respect to the election of directors.

Recommendation of the Board

Our Board of Directors recommends that you vote “FOR” each of the following nominees.

Following are the names and ages of the director nominees, the year they became directors, their principal occupations or employment for at least the past five years and certain of their other directorships.

Nominees for Election

Name		Age		Experience
Benjamin Kovler		47		Mr. Kovler has served as a member of our Board of Directors since November 5, 2024. Mr. Kovler founded Green Thumb Industries Inc. (“Green Thumb”) in 2014. He has been Chairman of Green Thumb since 2014 and Chief Executive Officer from 2014 through year-end 2017 and again since August 2018. Mr. Kovler is frequently featured as a cannabis industry thought leader in media outlets such as Bloomberg, Barron’s, Business Insider, CNBC and Forbes. He previously served on the boards of directors of Springbig, Inc., a cannabis marketing platform from January 2018 until December 2022, and The Cann + Botl Company, a privately held cannabis-infused beverage company, from December 2020 to December 2022. He is also co-founder of Invest For Kids, a not-for-profit organization that hosts an annual investment ideas conference to benefit underserved young people in Chicago. Founded in 2009, Invest For Kids has raised nearly $25 million, 100% of which has supported over 120 organizations dedicated to improving the lives of Chicago’s youth. Mr. Kovler earned a Bachelor of Arts in philosophy, politics and economics from Pomona College and a Master of Business Administration in accounting and finance from The University of Chicago. Mr. Kovler has served as a Director of our Company since November 2024. We believe that Mr. Kovler’s qualifications to sit on the Board include his experience in the cannabis and hemp industries and his extensive experience managing complex operating companies.

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Name	Age	Experience
Max Holtzman	56	Mr. Holtzman has served as a member of our Board of Directors since July 14, 2022. Mr. Holtzman has served as Principal at Ocean 14 Capital, a private equity impact fund focused on the Blue Economy, since December 2021. Mr. Holtzman has also served as Investments Principal at Pontos Aqua, LLC, which provides strategic advisory services in the global seafood and aquaculture space, since June 2017. Mr. Holtzman is a founding officer of Stronger America through Seafood, which strives to increase the production of healthy, sustainable, and affordable seafood in the United States. Mr. Holtzman previously served as the Vice Chairman of Capitol Peak Asset Management, which focused on infrastructure projects and companies in Rural America. Prior to Capitol Peak, Mr. Holtzman was appointed by President Obama as the Senior Advisor to the United States Secretary of Agriculture. From 2009 to 2014, Mr. Holtzman advised the Secretary on the development of new public-private partnerships, aquaculture, trade, biotechnology, and international food security. He also served as Acting Deputy Under Secretary for Farm and Foreign Agriculture Services and as Acting Deputy Under Secretary of Marketing and Regulatory Programs. In these roles, Mr. Holtzman represented the United States in its negotiations with the Peoples Republic of China as a four-time Delegate on the Joint Committee on Commerce and Trade, and he was regularly involved with a multitude of international trade issues, trade missions, and trade negotiations. He also served as the United States Chairman of the North American Biotechnology Initiative, which includes the United States, Canada, and Mexico. Prior to this appointment, Mr. Holtzman, an attorney for over 25 years, provided strategic consulting to multi-national companies related to transportation infrastructure, project finance, public-private partnerships, health care, and government procurement. He also served as a City Attorney and Special Counsel to several municipalities. Mr. Holtzman has served as a Board Member of The Arcadia Center for Sustainable Food and Agriculture, the Founding Chairman of Adopt-A-Classroom, and he has sat on the Global Advisory Council of Secure System. Mr. Holtzman received his undergraduate degree in Agricultural Economics from the University of Florida’s Institute of Food and Agricultural Sciences and his law degree from the University of Miami. We believe that Mr. Holtzman’s qualifications to sit on the Board include his extensive experience in finance, government relations and international trade.
Armon Vakili	34	Mr. Vakili has served as a member of our Board of Directors since November 5, 2024. Mr. Vakili has served as Vice President of Mergers, Acquisitions, and Partnerships at Green Thumb since 2017 and is involved in all external investments and strategic developments. Mr. Vakili has also served on various boards of directors for non-public companies within the cannabis industry, and presently is a board observer for Petalfast Inc., a cannabis marketing, merchandising and branding firm. Prior to joining Green Thumb, Mr. Vakili was part of the M&A/advisory teams at Stericycle Inc. and KPMG US LLP. Mr. Vakili earned his Bachelor of Arts at Indiana University. We believe that Mr. Vakili’s qualifications to sit on the Board include his experience managing strategic transactions and partnerships in the cannabis and hemp industries.

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Name	Age	Experience
Peter Shapiro	53	Mr. Shapiro has served as a member of our Board of Directors since January 31, 2025. Mr. Shapiro is an independent music entrepreneur who has owned and operated celebrated venues Brooklyn Bowl, Brooklyn Bowl Las Vegas, Brooklyn Bowl Nashville, Brooklyn Bowl Philadelphia, The Capitol Theatre, Bearsville Theater and Wetlands Preserve. Mr. Shapiro partnered exclusively with the family of Jerry Garcia to open Garcia’s at The Capitol Theatre, to be followed by additional clubs in Chicago and New York City. In 2015, he produced Fare Thee Well: Celebrating 50 Years of the Grateful Dead, at Levi’s Stadium in Santa Clara, CA and Chicago’s Soldier Field. Shapiro founded Lockn’, a four-day music and camping festival held in Nelson County, Virginia as well as Jazz & Colors, an experiential music event held in Central Park and the Metropolitan Museum of Art. He originated the Rock and Roll Playhouse, developing the family concert series into a weekly national concert series that takes place in over 25 markets across America. In 2024, Peter coproduced the sold out Soulshine Benefit at Madison Square Garden raising money for hurricane relief in North Carolina and Florida. His other endeavors include the IMAX concert films U2 3D and All Access, the Jammys awards show, the Green Apple Earth Day Festival, and Easy Rider Live. Billboard has selected him multiple times for its Power 100 List of “Most Influential People in the Music Business.” Mr. Shapiro serves as publisher of Relix magazine and sits on the board of a number of civic and charitable organizations, including: New York Public Radio, City Parks Foundation and the Rock and Roll Hall of Fame Museum. Peter also is a member of the Rock and Roll Hall’s nominating committee. From 2019 to 2024, he served as Chairman of HeadCount, one of the leading youth voter engagement and participation organizations in America, and currently sits on its Board of Directors. He earned a bachelor of arts degree from Northwestern University. We believe that Mr. Shapiro’s qualifications to sit on the Board include his extensive background in starting and managing businesses and his experience with branding and entertainment.
Sanjay Tolia	47	Mr. Tolia has served as a member of our Board of Directors since January 31, 2025. Mr. Tolia is an entrepreneur with an institutional finance background. He began his career at several prominent Chicago-based funds before founding Bengal Capital, a large equity derivatives hedge fund that focuses on health and wellness markets. Mr. Tolia has served as founder of Marine Layer Capital LLC since March 2023, which creates and trades structured notes and derivative products for wealth management clients. He also served as Senior Advisor to Leaf VIP from April 2020 through March 2023, as founder of Bengal Catalyst Fund LP from January 2018 through March 2023, and as founder and managing director of Bengal Capital LLC from March 2007 through December 2018. Mr. Tolia helped to create and manage several industry-leading brands and products in the nascent wellness space and has a deep track record of taking companies public, mergers and acquisitions, restructuring, and corporate strategy. He has served on the boards of directors of Sunday Goods & The Pharm since November 2020 and Jetty Extracts, a leading consumer packaged goods company in the health and wellness sector that was acquired by Canopy Growth, from January 2018 through June 2024. He earned a bachelor’s degree in economics from The University of Michigan. We believe that Mr. Tolia’s qualifications to sit on the Board include his background in capital markets and mergers and acquisitions transactions and his experience in the cannabis industry.

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Name	Age	Experience
Timothy Mahoney	69	Mr. Mahoney is the owner of Caribou LLC, a strategic advisory firm he founded in 2009 that consults with CEOs and their boards on managing systemic risk and maximizing shareholder value through the identification and capture of strategic opportunities. In March 2013, Mr. Mahoney also founded Cannae Policy Group, a Washington D.C. based public policy company, where he serves as a Chief Political Strategist advising companies, associations, and governments on complex public policy issues. Mr. Mahoney served as a U.S. Representative for Florida’s 16th congressional district from January 2007 to January 2009. From 1998 to 2007, Mr. Mahoney was a Co-Founder of vFinance, Inc., which subsequently acquired National Holdings Corporation. National Holdings Corporation has grown to become one of America’s leading middle-market investment brokerage firms, managing more than $5 billion of client assets with over 50 offices worldwide. Mr. Mahoney has also been involved with companies in the cannabis industry in varying capacities as a private investor, advisor and consultant, including Atlas Biotechnologies, Inc., a licensed medical cannabis grower operating in Canada and the EU, and Volcanic Green Holdings, Inc., a holding company for a Colombian based outdoor cultivation cannabis grower and CBD extracts producer. Mr. Mahoney holds a BA degree in Computer Science and Business from West Virginia University and an MBA from George Washington University. Mr. Mahoney has served as a Director of our Company since December 2020. We believe that Mr. Mahoney’s qualifications to sit on the Board include his background in the strategic advisory and consulting fields, his knowledge and experience with the legislative process of Congress and his diverse experience and knowledge in corporate governance.
Krishnan Varier	46	Mr. Varier has served as a member of our Board of Directors since June 2020 and currently chairs the Audit Committee. Mr. Varier is a Managing Partner and Portfolio Manager at Arcadian Capital Management, LLC, a Los Angeles-based venture capital firm, where he also serves as its Chief Investment Officer. Since joining Arcadian in 2018, he has played a key role in raising capital for its two venture funds and has led investments in more than 40 companies. He also oversees the firm’s portfolio management activities. The firm has been a leading early-stage investor to the cannabis and hemp industries, primarily focused on ancillary businesses. Mr. Varier has over 20 years of experience in financial services across investment banking, venture capital, and strategic advisory, and he has been involved in over $6 billion in completed capital markets and M&A transactions. From 2016 to 2018, he founded Varier Venture Consulting LLC, advising early-stage startups on growth and capital-raising strategies. Previously, he was an investment banker at Cowen & Company (2014–2016), where he advised clients in the biotechnology sector. From 2013 to 2014, he served as a Senior Investment Analyst at Health Care REIT (now Welltower REIT), a leading healthcare real estate investment trust. Earlier in his career, Mr. Varier worked in the investment banking groups at BofA Merrill Lynch (2011–2013), where he focused on healthcare, and at Morgan Keegan (2010), where he supported transactions across multiple sectors. He earned a B.A. in Economics with a focus in Business Administration from the University of Texas at Austin and an MBA in Finance and Investment Management from the University of North Carolina at Chapel Hill’s Kenan-Flagler Business School. We believe that Mr. Varier’s qualifications to sit on the Board include his extensive capital markets experience, knowledge of the cannabis industry, as well as his experience working with cannabis companies as an investor, mentor, advisor and consultant.

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CORPORATE GOVERNANCE

Board and Board Committee Matters

The Board currently consists of seven directors. The Board has determined that Max Holtzman, Timothy Mahoney, Peter Shapiro, Sanjay Tolia and Krishnan Varier are all “Independent” directors under the Nasdaq listing standards. Richard Drexler resigned as a member of the Board on January 31, 2025.

As required by the Nasdaq listing standards, the Board must be composed of a majority of independent directors. The committee charters are reviewed annually and updated as necessary to reflect changes in regulatory requirements and evolving oversight practices.

The Board currently has three standing committees consisting of: the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee. No member of the Audit, Compensation or Nominating and Corporate Governance Committee is an employee of the Company or its subsidiaries, and all are currently independent as defined by the Nasdaq listing standards. Each of the Audit, Compensation and Nominating and Corporate Governance Committees has a written charter approved by the Board of Directors. The committee charters as well as the Company’s Code of Conduct and Ethics, which applies to all directors, officers and employees, are available under “Corporate Governance” in the Investor Relations section of our Company’s website at https://ir.rythminc.com. Please note that the information contained on the Company website is not incorporated by reference in, or considered to be a part of, this proxy statement.

The current members of the standing committees are identified below:

Director	Nominating and Corporate Governance	Compensation	Audit
Max Holtzman	X (Chair)	X	X
Timothy Mahoney	X	X (Chair)	X
Peter Shapiro	X
Sanjay Tolia			X (Chair)
Krishnan Varier	X		X

Nominating and Corporate Governance Committee. The current members of the Nominating and Corporate Governance Committee are Mr. Holtzman, who chairs the committee, Mr. Mahoney, Mr. Shapiro and Mr. Varier. Mr. Shapiro joined the Compensation Committee on March 19, 2025. Each of these directors is independent as defined under applicable Nasdaq listing requirements. This Committee’s responsibilities include the selection of potential candidates for the Board.

Compensation Committee. The current members of the Compensation Committee are Mr. Mahoney, who chairs the committee, and Mr. Holtzman. Both of these directors are independent as defined under applicable Nasdaq listing requirements. The Compensation Committee is responsible for discharging the responsibilities of the Board with respect to the compensation of our executive officers. The Compensation Committee sets performance goals and objectives for the Chief Executive Officer and the other executive officers, evaluates their performance with respect to those goals and sets their compensation based upon the evaluation of their performance. In evaluating executive officer pay, the Compensation Committee has retained the services of a compensation consultant and considers recommendations from the Chief Executive Officer with respect to goals and compensation of the other executive officers. The Compensation Committee assesses the information it receives in accordance with its business judgment. The Compensation Committee also periodically reviews director compensation. All decisions with respect to executive and director compensation are approved by the Compensation Committee and, in the case of director compensation, ratified by the Board.

Audit Committee. The current members of the Audit Committee are Mr. Tolia, who chairs the committee, Mr. Holtzman, Mr. Varier and Mr. Mahoney. Mr. Tolia joined the Audit Committee on March 19, 2025, and Mr. Varier served as the chair of the Audit Committee until March 18, 2026, when Mr. Tolia was appointed as chair. The Board has determined that all members of the Audit Committee satisfy the financial literacy requirements of the Nasdaq listing standards and are independent as defined under the Nasdaq listing requirements and applicable Securities and

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Exchange Commission (“SEC”) rules. In addition, the Board has determined that each of Mr. Tolia and Mr. Varier qualifies as an “Audit Committee Financial Expert” as defined under SEC rules. The Audit Committee’s primary responsibility is to ensure the accuracy and effectiveness of the audits of our Company’s financial statements by our independent registered public accountants. Its duties include, among other things:

• appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

• discussing with our independent registered public accounting firm the independence of its members from our management;

• reviewing with our independent registered public accounting firm the scope and results of their audit;

• approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

• overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

• reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

• developing and implementing a risk management framework, including operational, strategic and external risks and compliance and compliance and cybersecurity risks;

• coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures;

• establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and

• reviewing and approving related party transactions.

The Audit Committee’s procedures for the pre-approval of audit and permitted non-audit services are described in “Item 2: Ratification of the Auditor Appointment.” For more information on the Audit Committee, refer to the “Report of the Audit Committee” included elsewhere herein.

Special Committee. In addition to the three standing committees of the Board described above, on April 17, 2025, the Board created a special committee (the “Special Committee”), consisting solely of disinterested directors, with the primary responsibility for the review and examination of potential transactions between the Company and Green Thumb involving the acquisition, licensing, transfer, assignment, or other transaction involving intellectual property and/or other branding assets then owned by Green Thumb. The members of the Special Committee are Mr. Shapiro, who chairs the committee, Mr. Tolia and Mr. Holtzman.

Number of Meetings of the Board of Directors and Attendance in 2025

During 2025, our Board held 8 meetings, our Compensation Committee held 5 meetings, our Audit Committee held 7 meetings, our Nominating and Corporate Governance Committee held 2 meetings, and our Special Committee held 6 meetings. Mr. Holtzman attended fewer than 75% of the aggregate Board meetings and Board Committee meetings on which he served.

Compensation Committee Interlocks and Insider Participation

During 2025, Messrs. Mahoney and Holtzman each served as members of the Compensation Committee. During 2025, no member of the Compensation Committee, was or has ever been one of our officers or an employee of the Company. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

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Director Nomination Process

Our Board of Directors has adopted a Nominating and Corporate Governance Committee Charter which includes director nomination policies and provisions that are intended to describe the process by which candidates for possible inclusion in the Company’s recommended slate of director nominees are selected. The nomination policies are administered by the Nominating and Corporate Governance Committee of the Board of Directors.

The Board of Directors does not currently prescribe any minimum qualifications for director candidates. Consistent with the criteria for the selection of directors approved by the Board of Directors, the Nominating and Corporate Governance Committee will take into account our current needs and the expertise needed for board service, including experience and achievement in business, finance, technology or other areas relevant to our activities; reputation, ethical character and maturity of judgment; diversity of viewpoints, backgrounds and experiences; absence of conflicts of interest, including competitive conflicts that might impede the proper performance of the responsibilities of a director; independence under SEC and Nasdaq listing standards; service on other boards of directors; the availability of sufficient time to devote to Board matters; and ability to work effectively and collegially with other Board members. In the case of incumbent directors, the Nominating and Corporate Governance Committee will review such directors’ overall service during their term, including the number of meetings attended, level of participation, and quality of performance during their term. For those potential new director candidates who appear upon first consideration to meet the Board’s selection criteria, the Nominating and Corporate Governance Committee will conduct appropriate inquiries into their background and qualifications and, depending on the result of such inquiries, arrange for meetings with the potential candidates. Although the Company does not maintain a separate policy regarding the diversity of the Board, during the director selection process the Nominating and Corporate Governance Committee does consider issues of diversity, such as occupation, gender, race and origin, when evaluating directors for nomination.

The Nominating and Corporate Governance Committee may use multiple sources for identifying director candidates, including its own contacts and referrals from other directors, members of management, the Company’s advisors, and executive search firms. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources. In making recommendations for director nominees for the Annual Meeting of Stockholders, the Nominating and Corporate Governance Committee will consider any written recommendations of director candidates by stockholders received by the Corporate Secretary of the Company. Recommendations must include the candidate’s name and contact information and a statement of the candidate’s background and qualifications and must be mailed to Nominating and Corporate Governance Committee, RYTHM, Inc., 2220 Hicks Road, Suite 210, Rolling Meadows, Illinois 60008, Attn: Corporate Secretary.

The Nominating and Corporate Governance Committee reviews annually with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of the Board accurately reflects the needs of the Company’s business and, in furtherance of this goal, proposing the addition of members and the necessary resignation of members for purposes of achieving this goal. The Committee also considers the nominees’ roles in assisting with development and implementation of the Company’s strategic plan. Messrs. Kovler and Vakili were recommended to the Nominating and Corporate Governance Committee by a securityholder. Messrs. Shapiro and Tolia were recommended to the Nominating and Corporate Governance Committee by our Interim Chief Executive Officer.

The nomination procedures are intended to provide a flexible set of guidelines for the effective functioning of our director nominations process. The Nominating and Corporate Governance Committee reviews periodically the nomination procedures and anticipates that modifications may be necessary from time to time as our needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating and Corporate Governance Committee may amend, with the approval of our Board of Directors, the nomination procedures included in the Nominating and Corporate Governance Committee charter and our other governance documents at any time, in which case the most current version will be available on our website at https://ir.rythminc.com.

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Leadership Structure

Combining Chairman and Chief Executive Officer Roles. Our Board of Directors is committed to the principle of independence from management and to the highest standards of corporate governance. All of our directors other than Messrs. Kovler and Vakili are independent under Nasdaq listing rules. Our Nominating and Corporate Governance, Audit and Compensation Committees are currently composed entirely of independent directors. Our Board of Directors has adopted a flexible policy regarding the issue of whether the positions of Chairman and Chief Executive Officer should be separate or combined. This policy allows the Board to evaluate regularly whether the Company is best served at any particular time by having our Chief Executive Officer or another director hold the position of Chairman.

Currently, the Board believes there are several important advantages to combining the positions of Chairman and Chief Executive Officer. The Chief Executive Officer is the director most familiar with our business and industry and is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. The Company’s independent directors bring experience, oversight, and expertise from outside the Company and industry, while the Chief Executive Officer brings Company-specific experience and expertise. Combining the Chief Executive Officer and Chairman positions creates a firm link between management and the Board, promotes the development and implementation of corporate strategy and facilitates information flow between management and the Board, which are essential to effective governance. The Board currently believes that combining the roles of Chairman and Chief Executive Officer contributes to a more efficient and effective Board, does not undermine the independence of the Board, and has no bearing on the ethical integrity of the directors.

Board of Directors’ Oversight of Risk

Our management bears responsibility for the management and assessment of risk at the Company on a daily basis. Management is also responsible for communicating the most material risks to the Board and its committees, who provide oversight of the risk management practices implemented by management. Our full Board provides oversight for risk management, except for the oversight of risks that have been specifically delegated to a committee. Even when the oversight of a specific area of risk has been delegated to a committee, the full Board may maintain oversight over such risks through the receipt of reports from the committee. In addition, the full Board may assume oversight over a particular risk, even if the risk was initially overseen by a committee, when the Board deems it appropriate. The Board and committee reviews occur principally through the receipt of regular reports from Company management on these areas of risk and discussions with management regarding risk assessment and risk management.

Committees. The Audit Committee maintains initial oversight over risks related to the integrity of the Company’s financial statements, internal control over financial reporting and disclosure controls, cybersecurity and compliance matters, the performance of the Company’s independent registered public accounting firm and the operation of the Company’s ethics program. The Company’s Compensation Committee maintains initial oversight of risks related to the Company’s compensation practices, including practices related to equity programs, other executive or Company-wide incentive programs and hiring and retention. The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to independence of Board members and compliance with SEC rules and Nasdaq listing standards with respect to Board and committee composition.

Full Board. At its regularly scheduled meetings, the Board generally receives several reports which include information relating to specific risks faced by the Company. As appropriate, the Company’s Chief Executive Officer or other members of senior management provide operational reports, which include risks relating to the Company’s business. At each regularly scheduled Board meeting, the full Board also receives reports from committee chairpersons, which may include a discussion of risks initially overseen by the committees for discussion and input from the full Board. As noted above, in addition to these regular reports, the Board receives reports on specific areas of risk from time-to-time, such as cyclical or other risks that are not covered in the regular reports given to the Board.

Compensation of Outside Directors

Annual Cash Compensation. Each of the Company’s non-employee directors receives an annual cash retainer of $24,000, payable in four quarterly installments. In addition, the following Committee retainer amounts are payable to Committee members.

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The Audit Committee Chair receives an annual retainer of $5,000 per year, while Audit Committee members are entitled to receive an annual retainer of $1,000. The annual retainers are paid in four quarterly installments and are in addition to the annual cash retainer for non-employee directors described above.

The Compensation Committee Chair receives an annual retainer of $5,000 per year, while Compensation Committee members are entitled to receive an annual retainer of $1,000. The annual retainers are paid in four quarterly installments and are in addition to the annual cash retainer for non-employee directors described above.

The Nominating and Corporate Governance Committee Chair receives an annual retainer of $5,000 per year, while Nominating and Corporate Governance Committee members are entitled to receive an annual retainer of $1,000. The annual retainers are paid in four quarterly installments and are in addition to the annual cash retainer for non-employee directors described above.

Stock Options and Share-Based Awards. Following initial election to the Company’s Board of Directors, non-employee directors are eligible to receive restricted stock units as determined by the Board.

The Company’s Board and Compensation Committee believe that equity-based awards are essential to our continued success. Equity-based awards are necessary to attract, retain and motivate highly qualified directors to serve RYTHM and to improve RYTHM’s business results and earnings by providing these individuals an opportunity to acquire or increase a direct proprietary interest in RYTHM’s operations and future success while further aligning recipient’s interests with those of shareholders.

The Board compensation guidelines described above are designed to (a) compensate Committee members through Committee cash retainers in order to provide compensation commensurate with relevant service level commitments for Committee service and (b) set overall Board compensation at a level that is competitive with market norms, in order to enable the Company to attract potential new directors and provide market-based remuneration for existing directors.

Non-Equity Incentive Plan Compensation. We do not provide Non-Equity Incentive Compensation to our directors.

Pension Benefits. We do not have a pension plan and therefore, do not offer any such pension arrangements to our directors.

Outside Directors Compensation Table for 2025

The table below provides compensation information for the year ended December 31, 2025 for each non-employee member of our Board of Directors. Richard Drexler resigned from the Board on January 31, 2025. Peter Shapiro and Sanjay Tolia joined the Board on January 31, 2025.

Director	Fees Earned or Paid In Cash(1)		Stock Awards(2)(3)(4)		Option Awards		Non-Equity Incentive Plan Compensation		Change In Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Richard Drexler	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Max Holtzman		31,000		139,300		—		—		—		—		170,300
Timothy Mahoney		31,000		139,300		—		—		—		—		170,300
Peter Shapiro		22,917		29,637		—		—		—		—		52,554
Sanjay Tolia		22,917		29,637		—		—		—		—		52,554
Armon Vakili		24,000		139,300		—		—		—		—		163,300
Krishnan Varier		30,000		139,300		—		—		—		—		169,300

____________

(1) Represents the aggregate dollar amount of all fees earned or paid in cash for services as a director, including monthly retainer fees and committee membership, as described above.

(2) The reported amounts are calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, “Compensation — Stock Compensation (“ASC Topic 718”).

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(3) As of December 31, 2025, the aggregate number of unvested restricted stock units outstanding for each non-employee director serving as of that date were as follows: 5,000 for Mr. Holtzman, 5,000 for Mr. Mahoney, 5,000 for Mr. Shapiro, 5,000 for Mr. Tolia, 5,000 for Mr. Varier, and 5,000 for Mr. Vakili.

(4) As of December 31, 2025, the aggregate number of unexercised stock option awards outstanding for each non-employee director serving as of that date were as follows: 31 for Mr. Mahoney, 32 for Mr. Varier, and none for Messrs. Holtzman, Shapiro, Tolia or Vakili.

Stockholder Communications with the Board

The Board of Directors welcomes communications from stockholders. Parties interested in the Company and the operation of the Board or its committees, in addition to contacting management, may contact the Chairman of the Board or the Independent directors as a group by directing requests for such contact through the Company’s Corporate Secretary at “Board of Directors/Non-Employee Directors, RYTHM, Inc., 2220 Hicks Road, Suite 210, Rolling Meadows, Illinois 60008, Attn: Corporate Secretary”. Communications by e-mail should be addressed to ir@RYTHMinc.com and marked “Attention: Corporate Secretary” in the “Subject” field. Requests for contact, except for those stockholder communications that are outside the scope of Board matters or duplicative of other communications by the applicable stockholder and previously forwarded to the intended recipient, shall be directed by the Company’s Corporate Secretary to (a) the intended recipient or (b) the Chairman of the Board, who shall, subject to advice and assistance from the Company’s legal advisors, (i) be primarily responsible for monitoring communications from shareholders and other interested parties and (ii) provide copies or summaries of such communications to the other directors as he or she considers appropriate.

Annual Meeting Attendance

Directors are required, absent compelling circumstances, to attend our Annual Meeting of Stockholders. All of the then-current members of the Company’s Board other than Mr. Tolia attended the Company’s 2025 Annual Meeting of Stockholders.

Code of Ethics and Business Conduct

The Company has adopted a code of ethics and business conduct that applies to our directors, officers and employees. This code of ethics and business conduct (which we refer to as a “code of conduct”) may be accessed and reviewed through the Company’s website at https://ir.rythminc.com. Any amendments to, or waivers from, any provisions of the code of conduct which apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing similar functions, will be disclosed either on a Current Report on Form 8-K or on our website promptly following the date of any such amendment or waiver.

Insider Trading Policy

We have an Insider Trading Policy, which governs the purchase, sale and other dispositions of our securities by employees, officers, directors, agents, contractors, vendors and service providers of the Company, as well as their immediate family members, other persons living in their households, and any entity that they own or control. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and all applicable listing standards. The Insider Trading Policy generally prohibits covered persons from directly or indirectly purchasing or selling our securities while in possession of material non-public information concerning us. The Insider Trading Policy also applies to the securities of any other companies to the extent any covered person obtains material nonpublic information regarding such other company in the course of performing services for us or another company is deemed to have a market connection with us. The Insider Trading Policy requires pre-approval of any transaction related to our securities by certain designated individuals, including our directors, executive officers, and persons having access to financial results, projections or other material information.

Anti-Hedging Policies

Under our Insider Trading Policy, covered persons, including our directors, officers and employees who possess material nonpublic information regarding the Company, may not buy or sell publicly traded options, puts or calls on company securities, and may not hedging or other financial instruments designed to hedge or offset any decrease in value of our securities, including prepaid variable forward contracts, equity swaps, collars and exchange funds. The Insider Trading Policy prohibits covered persons from using Company securities to support a margin debt or

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pledge Company securities at a time when the covered person is in possession of material nonpublic information or is otherwise not permitted to trade in our securities, except for margin loans with registered broker-dealers that comply with applicable margin rules. In addition, our directors, executive officers and employees are prohibited from engaging in short sales of our stock.

Equity Grant Timing Practices

Although we have not adopted a formal policy pertaining to the timing of stock option grants, it is our practice not to time the grant of equity awards, including stock options, in relation to the release of material non-public information. Similarly, we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Although we have not recently granted stock options to our named executive officers, the Compensation Committee generally approves the grant of annual equity awards for the Company’s executive officers, including each of the named executive officers, in December of each year. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity awards at other times. During the year ended December 31, 2025, we did not grant stock options or stock appreciation rights to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or Current Report on Form 8-K, in each case that disclosed any material non-public information.

Clawback Policy

We have adopted a clawback policy (the “Clawback Policy”) in accordance with the listing standards and rules of the Nasdaq Stock Market, that requires the Board to recoup excess compensation paid to our executive officers as a result of a financial statement restatement, regardless of any misconduct, fault or illegal activity on the part of the executive officer. The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers.

Delinquent Section 16 Reports

Our executive officers, directors and beneficial owners of more than 10% of our Common Stock are required under Section 16(a) of the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of those reports must also be furnished to us. Based solely on a review of the copies of the reports furnished to us and written representations from certain reporting persons that no other reports were required, we believe that during the year ended December 31, 2025, the reporting persons complied on a timely basis with all Section 16(a) filing requirements applicable to them, except for a Form 3 for Mr. Tolia that was filed on February 5, 2025 with respect to restricted stock units granted on January 31, 2025 due to a delay in receiving EDGAR codes from the SEC.

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STOCK OWNERSHIP

Beneficial Ownership of Certain Stockholders, Directors and Executive Officers

The following table provides information, as of April 20, 2026, about the beneficial ownership of our Company’s Common Stock by: (1) the persons known to us to be beneficial owners of more than 5% of our Company’s outstanding Common Stock; (2) our directors; (3) each Named Executive Officer (as defined under “Compensation of Named Executive Officers”); and (4) our directors and executive officers as a group. To the best of our knowledge, each such person has sole voting and investment power over the shares shown in this table, except as otherwise indicated. As of April 20, 2026, there were 52 record holders and 2,149,128 outstanding shares of our Common Stock.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after April 20, 2026 through the exercise of any warrant, stock option or other right. The inclusion in this proxy statement of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Common Stock subject to options or warrants currently exercisable, or exercisable within 60 days after April 20, 2026, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent spouses share authority under community property laws.

	Beneficial Ownership
	Number of Shares	Percent of Total(1)
Greater than 5% Holders
Green Thumb Industries Inc.(2)	13,290,387	49.99	%
Directors and Executive Officers(3)
Benjamin Kovler(4)	52,314	*
Brad Asher	—	*
Max Holtzman(5)	5,000	*
Timothy Mahoney(6)	5,031	*
Peter Shapiro(7)	6,300	*
Sanjay Tolia(8)	6,250	*
Armon Vakili(9)	8,100	*
Krishnan Varier(10)	5,032	*
All Directors and Executive Officers as a Group (8 persons)	88,027	4.09	%

____________

* Less than 1%.

(1) The percentages shown with respect to any identified individual or group are calculated by dividing: (i) the sum of (a) the number of shares of Common Stock actually owned as of April 20, 2026 plus (b) the number of shares of Common Stock that may be acquired through the exercise of stock options, warrants or any other rights, the conversion of convertible securities, or the vesting of Restricted Stock Units within 60 days thereof (“Currently Exercisable Awards”) by (ii) the sum of 2,149,128 shares of Common Stock outstanding as of April 20, 2026, plus the amount referenced in clause (i)(b) for such individual or group.

(2) This information is based in part upon an amended Schedule 13D filed jointly by RSLGH, LLC (“RSLGH”), Wellness Mgmt, LLC (“Wellness”), For Success Holdings Company (“For Success”), VCP23, LLC (“VCP”), GTI23, Inc. (“GTI23”), and Green Thumb. Consists of (i) 698,961 shares of Common Stock, (ii) 6,169,702 shares of Common Stock underlying warrants that are subject to a 49.99% beneficial ownership limitation and that are exercisable within 60 days of April 20, 2026, (iii) 185,500 shares of Common Stock underlying warrants that are subject to a 4.99% beneficial ownership limitation and that are exercisable within 60 days of April 20, 2026, and (iv) 6,236,224 shares of Common Stock underlying warrants that are subject to a 49.99% beneficial ownership limitation and that are exercisable within 60 days of April 20, 2026. Wellness is the sole member of RSLGH, For Success is the sole member of Wellness, VCP is the sole shareholder of For Success, GTI23 is the sole member of VCP23, and Green Thumb is the sole shareholder of GTI23. The address of Green Thumb is 325 West Huron Street, Suite 700, Chicago, IL 60654.

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(3) The address of each of the directors and executive officers listed above is c/o RYTHM, Inc., 2220 Hicks Road, Suite 210, Rolling Meadows, Illinois 60008.

(4) Consists of (i) 51,474 shares held by Mr. Kovler and (ii) 840 shares held by Mr. Kovler’s daughters.

(5) Consists of 5,000 Restricted Stock Units that may vest within 60 days of April 20, 2026.

(6) Consists of (i) 31 stock options that may be exercised within 60 days of April 20, 2026 and (ii) 5,000 Restricted Stock Units that may vest within 60 days of April 20, 2026.

(7) Consists of (i) 1,300 shares held by Mr. Shapiro and (ii) 5,000 Restricted Stock Units that may vest within 60 days of April 20, 2026.

(8) Consists of (i) 1,250 shares held by Mr. Tolia and (ii) 5,000 Restricted Stock Units that may vest within 60 days of April 20, 2026.

(9) Consists of (i) 3,100 shares held by Mr. Vakili and (ii) 5,000 Restricted Stock Units that may vest within 60 days of April 20, 2026.

(10) Consists of (i) 32 stock options that may be exercised within 60 days of April 20, 2026 and (ii) 5,000 Restricted Stock Units that may vest within 60 days of April 20, 2026.

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EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

During April 2022, our Board of Directors, and on June 8, 2022, our stockholders, adopted and approved the 2022 Omnibus Plan. In January 2024, August 2024 and June 2025, our stockholders approved amendments to the 2022 Omnibus Plan. The 2022 Omnibus Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance share awards, and other stock-based and cash-based awards to our non-employee directors, officers, employees and non-employee consultants. The aggregate number of shares of Common Stock that may be reserved and available for grant and issuance under the 2022 Omnibus Plan is 434,000 shares. Shares will be deemed to have been issued under the 2022 Omnibus Plan solely to the extent actually issued and delivered pursuant to an award. If any award expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject thereto is again available for grant under the 2022 Omnibus Plan. The 2022 Omnibus Plan will continue in effect, unless sooner terminated, until the tenth (10) anniversary of the date on which it is adopted by the Board of Directors.

On December 18, 2020, the Company’s Board of Directors, and on January 11, 2021, the Company’s stockholders, adopted and approved the 2020 Omnibus Plan. The 2020 Omnibus Plan provided for the grant of stock options, SARs, performance share awards, performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock unit awards and unrestricted stock awards to non-employee directors, officers, employees and non-employee consultants of the Company or its affiliates. No shares of Common Stock are reserved or available for grant and issuance under the 2020 Omnibus Plan.

For additional information regarding the above plans, see Note 15 to our audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended.

Equity Compensation Plan Table

The following table sets forth information as of December 31, 2025 concerning the number of shares of common stock issuable under our existing equity compensation plans.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights		Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders(1)	126,775	$	43.40	135,065
Equity compensation plans not approved by security holders	—		—	—
Total	126,775	$	43.40	135,065

____________

(1) Consists of our 2022 Omnibus Plan and our 2020 Omnibus Plan.

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EXECUTIVE OFFICERS

Executive Officers of the Company

Following are the names and ages of RYTHM’s current executive officers, the year they became a named executive officer, and their principal occupations or employment for at least the past five years.

Name	Age	Experience
Benjamin Kovler	47	Refer to “ITEM 1 — Election of Directors — Nominees for Election” of this Proxy.
Brad Asher	40	Mr. Asher joined RYTHM as Chief Financial Officer on March 24, 2025, when he also became a member of Green Thumb’s financial and accounting team. He provides services to RYTHM pursuant to a Shared Services Agreement between RYTHM and Green Thumb. Prior to joining Green Thumb and the Company, Mr. Asher served as the Chief Financial Officer of Ayr Wellness Inc. from November 2019 to March 2025, after having served as its controller from June 2019 to November 2019. Prior to that, Mr. Asher served in various positions at IgnitionOne, a global ad-tech company, from July 2013 to May 2019, most recently as its Vice President, Controller and a manager at the global accounting firm KPMG from September 2007 to July 2013. Mr. Asher received a bachelor’s degree in accounting from the University of Massachusetts Amherst.

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

This section describes the compensation paid, or payable, for the last two fiscal years to our named executive officers. Our named executive officers during the fiscal year ended December 31, 2025 were Benjamin Kovler, our Chairman and Interim Chief Executive Officer, and Brad Asher, our Chief Financial Officer.

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the named executive officers noted below for services rendered in all capacities, during the fiscal years ended December 31, 2025 and 2024. As a smaller reporting company, we are only required to provide two years of compensation information for our named executive officers. Mr. Asher, the Company’s current Chief Financial Officer, joined the Company in March 2025 and thus was not compensated in 2024.

Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Benjamin Kovler	2025	1	591,963	—	—	—	—	591,964
Chairman and Interim Chief Executive Officer	2024	1	1,115,000	—	—	—	—	1,115,001

Brad Asher	2025	671,105	247,080	—	—	—	—	918,185
Chief Financial Officer(2)	2024	—	—	—	—	—	—	—

____________

(1) Amounts are based on the aggregate grant date fair value of stock awards and stock option awards made to the Named Executive Officers in the applicable year. The reported amounts are calculated in accordance with the provisions of ASC Topic 718. See Note 15 of the notes to consolidated financial statements included in our Annual Report on Form 10-K filed on March 3, 2026, regarding assumptions underlying the valuation of our equity awards.

(2) Mr. Asher became the Company’s Chief Financial Officer on March 24, 2025 and provides services to the Company pursuant to the CFO Services Agreement (as defined below under the heading “Certain Relationships and Related Transactions — Related Party Transactions — Shared Services Agreements”). He is compensated by Vision Management Services, LLC, an indirect wholly-owned subsidiary of Green Thumb (“VMS”), and we pay VMS for the cost of those services pursuant to the terms of the CFO Services Agreement at a maximum amount of $72,552 per month. This arrangement constitutes indirect compensation to a named executive officer and is reported above as “salary” in accordance with Item 402(a)(2) of regulation S-K.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth outstanding equity awards for Named Executive Officers as of December 31, 2025.

	Option Awards								Stock Awards
	Grant Date	Vesting Period		Number of Securities Underlying Unexercised Options		Option Exercise Price		Option Expiration Date	Number of Shares of Stock That Have Not Vested	Market Value of Shares of Stock That Have Not Vested
Name	Grant Date	Vesting Period		Exercisable	Unexercisable	Option Exercise Price		Option Expiration Date	Number of Shares of Stock That Have Not Vested	Market Value of Shares of Stock That Have Not Vested
Benjamin Kovler	11/3/2025	(1	)	—	—	$	—	—	14,375	$	306,763
Brad Asher	11/3/2025	(1	)	—	—	$	—	—	6,000	$	128,040

____________

(1) All of the restricted stock units will vest in 50% increments on March 15, 2027 and June 15, 2028, subject to the officer’s continued service through such date.

Pension Plan Benefits and Defined Contribution Plans

The Company does not have a pension plan or defined benefit plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

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Employment and Separation Agreements

On March 21, 2025, we entered into the CFO Services Agreement with VMS, an indirect wholly-owned subsidiary of Green Thumb, pursuant to which Mr. Asher provides his services as Chief Financial Officer. As consideration for those services, the Company pays VMS a monthly fee based on its direct costs in providing such services, with a maximum of $72,552 per month. The CFO Services Agreement has a term of one year, is terminable by either party on 90 days’ notice for any or no reason, and will automatically renew for successive one year terms unless terminated by either party at least thirty days prior to the end of the applicable term. Mr. Asher is an employee of VMS.

Potential Termination Payments and Equity Awards

None of our Named Executive Officers serving as of December 31, 2025 had any agreements pursuant to which such Named Executive Officer would be eligible to receive payments in connection with a termination, resignation, retirement or change of control.

Director and Officer Indemnification Agreements

We have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our Amended and Restated Bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is responsible for assisting the Board of Directors in its oversight of the integrity of the Company’s consolidated financial statements, the qualifications and independence of the Company’s independent registered public accounting firm (which is also referred to in this document as the independent auditors), and the Company’s internal financial and accounting controls. The Audit Committee has the sole authority and responsibility to select, evaluate and replace the Company’s independent registered public accounting firm. Management is responsible for the financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent auditors are responsible for auditing those financial statements and expressing an opinion as to their conformity with generally accepted accounting principles. The Audit Committee’s responsibility is to oversee and review these processes. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles or as to auditor independence. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent auditors.

The Audit Committee met 7 times during 2025. The meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee, management and the Company’s independent auditors. The Audit Committee discussed with the independent auditors the overall scope and plans for its audits. The Audit Committee regularly met privately with the independent auditors, who have unrestricted access to the Audit Committee.

The Audit Committee has reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 and has discussed them with both management and the independent auditors. The Audit Committee also discussed with management and the independent auditors the process used to support certifications by the Company’s Chief Executive Officer that are required by the Securities and Exchange Commission and the Sarbanes-Oxley Act of 2002 to accompany the Company’s periodic filings with the Securities and Exchange Commission.

The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent auditors its independence from the Company. When considering the auditors’ independence, the Audit Committee considered whether their provision of services to the Company, beyond those rendered in connection with their audit of the Company’s consolidated financial statements and review of the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, were compatible with maintaining their independence. The Audit Committee also reviewed, among other things, the audit and non-audit services performed by the independent auditors and approved the amount of fees paid for such services.

Based on the reviews and discussions described above, and subject to the limitations on the Audit Committee’s role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee concluded that it would be reasonable to recommend, and on that basis did recommend, to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended.

The Audit Committee:
Sanjay Tolia, Chairman
Max Holtzman
Krishnan Varier
Timothy Mahoney

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ITEM 2 — RATIFICATION OF THE AUDITOR APPOINTMENT

General

The Audit Committee of the Board of Directors has selected GuzmanGray, a professional corporation (“GuzmanGray”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that management submit the selection of our accountants for ratification by our stockholders at the Annual Meeting. GuzmanGray has served as our independent registered public accounting firm since July 19, 2024 and its predecessor firm, MATSUURA (“Matsuura”), served as our independent registered public accounting firm since June 25, 2024.

Before selecting GuzmanGray, the Audit Committee carefully considered the qualifications of GuzmanGray as independent auditors. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, and any issues raised by the most recent quality control review of the firm, as well as its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee’s review also included matters required to be considered under the SEC’s rules on auditor independence, including the nature and extent of non-audit services.

We expect representatives of GuzmanGray to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

Selection of our independent registered public accounting firm is not required by our Amended and Restated Bylaws or otherwise to be submitted to a vote of our stockholders for ratification. In addition, the Sarbanes-Oxley Act of 2002 requires the Audit Committee of our Board of Directors to be directly responsible for the appointment, compensation and oversight of the audit work of our independent auditors. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain GuzmanGray, and may retain that firm or another without re-submitting the matter to our stockholders. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.

Vote Required

The affirmative vote of a majority of the votes cast on the ratification of the appointment of GuzmanGray as our independent registered public accounting firm at the Annual Meeting is required to ratify the appointment of GuzmanGray. Abstentions and broker “non-votes” are included in the number of shares present or represented for purposes of quorum but are not considered as shares voting or as votes cast with respect to any matter presented at the Annual Meeting. As a result, abstentions and broker “non-votes” will not have any effect on the proposal to ratify the appointment of GuzmanGray. If the stockholders do not ratify the selection of GuzmanGray, the Audit Committee will review our relationship with GuzmanGray and take such action as it deems appropriate, which may include continuing to retain GuzmanGray as the Company’s independent registered public accounting firm.

Recommendation of the Board

Our Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of GuzmanGray.

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Changes in Independent Registered Public Accounting Firm

Appointment of Matsuura

On June 20, 2024, our Audit Committee dismissed our previous independent registered public accounting firm, Marcum LLP (“Marcum”), effective as of the effective date of our engagement of Matsuura.

Marcum’s audit report dated April 15, 2024 on our consolidated financial statements as of and for the years ended December 31, 2023 and 2022, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, other than the explanatory paragraph regarding our ability to continue as a going concern.

During the fiscal years ended December 31, 2023 and 2022 and subsequent interim periods through the date of dismissal, there have been no: (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Marcum, would have caused them to make reference thereto in their report on the financial statements or (ii) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except that Marcum concurred with the Company’s assessment of a material weakness related to the Company’s internal controls over financial reporting.

We provided Marcum with a copy of the disclosures required by Item 304(a) contained in our Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Marcum furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by us in response to Item 304(a) of Regulation S-K. A copy of that letter, dated June 24, 2024, furnished by Marcum in response to that request, stating their agreement with such statements was filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024.

Effective June 25, 2024, the Audit Committee appointed Matsuura as our new independent registered public accounting firm. Matsuura’s engagement was for our fiscal year ending December 31, 2024 and related interim periods.

During the years ended December 31, 2023 and 2022, and through June 25, 2024, we did not consult Matsuura with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Appointment of GuzmanGray

On June 30, 2024, the audit practice of Matsuura was combined in a transaction pursuant to which Matsuura merged its operations with GuzmanGray. On July 19, 2024, Matsuura resigned as our auditors and the Audit Committee appointed GuzmanGray as our independent registered public accounting firm effective as of July 19, 2024. The Audit Committee also approved the assumption by GuzmanGray of the engagement agreement originally entered into between us and Matsuura on June 24, 2024.

During the interim period from June 25, 2024 through July 19, 2024, there were no: (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Matsuura on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Matsuura, would have caused them to make reference thereto in their report on the financial statements or (ii) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

We provided Matsuura with a copy of the disclosures required by Item 304(a) contained in our Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Matsuura furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of Matsuura’s letter stating their agreement with such statements, dated July 19, 2024, was filed as Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2024.

During the years ended December 31, 2023 and 2022, and through the Effective Date, we did not consult GuzmanGray with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.

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Audit Fees and Non-Audit Services

The following table sets forth the aggregate fees billed by our current and prior independent registered public accounting firms for professional services rendered during the fiscal years ended December 31, 2025 and 2024:

Types of Fees	2025		2024
Audit Fees	$	588,607	$	645,289
Audit-Related Fees		67,155		133,875
Tax Fees		—		—
Total Fees	$	655,762	$	779,164

In the table above, “Audit Fees” are fees we paid to our current and prior independent registered public accounting firms for professional services rendered connection with the audit of our consolidated financial statements, the review of financial statements included in our Quarterly Reports on Form 10-Q filed with the SEC, or for services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements, net of out of pocket expenses; “Audit-Related Fees” are fees billed by our current and prior independent registered public accounting firms for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements (accounting consultations on transaction related matters including work related to our registration statements); and “Tax Fees” are fees billed by our current and prior independent registered public accounting firms either for corporate income tax return preparation and filing services and/or individual expatriate income tax services and advice.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to pre-approval procedures. 100% of the audit services, or audit-related services, were pre-approved by the Audit Committee. On an ongoing basis, management communicates specific projects and categories of services for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Committee approves the engagement of the independent registered public accountants. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts.

The Audit Committee considers whether the provisions of these services are compatible with maintaining the auditor’s independence, and it determined such services for 2025 and 2024 were compatible.

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ITEM 3 — APPROVAL OF AMENDMENT TO THE 2022 OMNIBUS EQUITY INCENTIVE PLAN

General

We are proposing that our stockholders approve the amendment of the RYTHM, Inc. 2022 Omnibus Equity Incentive Plan (as amended, the “2022 Omnibus Plan” and such amendment, the “Plan Amendment”) to increase by 115,000 shares the number of authorized shares of Common Stock available for issuance under the 2022 Omnibus Plan. Our Board of Directors believes that our continued growth and success depends, in large part, on our ability to maintain a competitive position by attracting, retaining and motivating key employees, officers, consultants and directors with experience and ability, which is vital to our future success, and to align our employees’, officers’ consultants’ and directors’ compensation with building shareholder value. Our 2022 Omnibus Plan is an integral part of this strategy. We currently have 135,065 shares available for future awards under our 2022 Omnibus Plan, thus potentially impairing our ability to attract and retain and motivate key employees, officers, consultants and directors through the grant of stock-based awards. The 2022 Omnibus Plan is designed to attract, motivate and retain employees, officers, directors and consultants and to further our growth and financial success by aligning the interests of those persons through ownership with the interests of our stockholders.

The 2022 Omnibus Plan currently authorizes the grant of stock options and other stock-based awards to our officers, employees, non-employee directors and consultants. On April 23, 2026, the Board of Directors approved the Plan Amendment, subject to stockholder approval.

Our Board of Directors believes that the proposed amendment of the 2022 Omnibus Plan is in the best interests of, and will provide long-term advantages to, us and our stockholders and recommends the approval by our stockholders of the Plan Amendment. Stock options and other stock-based incentive awards are given to our employees, officers, directors and consultants upon whose judgment, initiative and efforts we largely depend for the successful conduct of our business. These incentives provide our employees, officers, consultants and directors with a pecuniary interest in our Company, thereby stimulating their commitment on our behalf and strengthening their desire to remain with us. Our Board of Directors anticipates that this direct stake in our future success also assures a closer alignment of the interests of employees with those of our stockholders.

If we cannot increase the amount of shares of Common Stock available for issuance pursuant to the Plan Amendment, it could have a negative impact on our ability to retain and attract employees, officers, consultants and directors.

Accordingly, we are seeking stockholder approval of the Plan Amendment. In the event that the Plan Amendment is not approved by stockholders, the 2022 Omnibus Plan will continue in effect without the amendment described above. We have not approved any awards that are contingent upon stockholder approval of the Plan Amendment. Future grants under the 2022 Omnibus Plan, as proposed to be amended, will be made at the discretion of the Compensation Committee and, therefore, are not determinable at this time.

As of April 20, 2026: (i) 135,065 shares of our Common Stock remained available for future awards under the 2022 Omnibus Plan, (ii) 75 shares of our Common Stock were subject to outstanding options under the 2022 Omnibus Plan (with the outstanding options having a weighted average exercise price of $26,991 per share and a weighted average term to scheduled expiration of 4.68 years), and (iii) 126,750 shares of our Common Stock were subject to unvested restricted stock units. During the fiscal year ended December 31, 2025, our Board of Directors did not approve any option grants and approved the grant of 129,250 restricted stock units under the 2022 Omnibus Plan.

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Based solely on the closing price of our Common Stock as reported on The Nasdaq Capital Market on April 20, 2026, the maximum aggregate market value of the 115,000 additional shares that could potentially be issued under the 2022 Omnibus Plan, assuming the Plan Amendment is approved, is approximately $3,111,900. The shares available for issuance by us under the 2022 Omnibus Plan will be authorized but unissued shares.

2022 Omnibus Plan Highlights

Some of the key features of the 2022 Omnibus Plan, as proposed to be amended by the Plan Amendment, that reflect RYTHM’s commitment to effective management of incentive compensation are as follows:

• Plan Limits. Total awards under the 2022 Omnibus Plan in general are limited to a maximum of 549,000 authorized shares of Common Stock, plus the number of shares of Common Stock underlying any award granted under the RYTHM, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Omnibus Plan”) that expires, terminates or is canceled or forfeited under the terms of the 2020 Omnibus Plan.

• No Liberal Share Recycling on Stock Options or SARs. The 2022 Omnibus Plan provides that only shares covering awards that are canceled, forfeited or terminated without issuance of the full number of shares of Common Stock to which the award is related will again be available for issuance under the 2022 Omnibus Plan. The following shares will not be added back to the aggregate plan limit: (i) shares tendered in payment of the exercise price for an option, (ii) shares we withhold to satisfy tax withholding obligations (other than with respect to Restricted Stock, Restricted Stock Unit awards or Performance Share Awards), and (iii) stock appreciation rights (“SARs”) that are settled in stock.

• No Repricing or Cash Buyouts. Stock option and SAR repricing (including reducing the exercise price of stock options or replacing an award with cash or another award type) is prohibited without stockholder approval under the 2022 Omnibus Plan.

• No Dividends on Unvested Restricted Shares or RSUs. Under the 2022 Omnibus Plan, holders of unvested Restricted Stock or Restricted Stock Units will not have any rights to receive dividends with respect to such Awards.

• Minimum Vesting Period. Generally, all awards will have a minimum vesting period of at least one year, subject to an exception of 5% of the aggregate shares authorized for grant under the 2022 Omnibus Plan, awards to directors, and certain other limited exceptions as described below and in the 2022 Omnibus Plan.

• Awards Subject to Forfeiture or Clawback. Awards under the 2022 Omnibus Plan will be subject to clawback in certain circumstances as well as any other forfeiture and penalty conditions determined by the Compensation Committee in the Company’s Clawback Policy.

• No Automatic “Single Trigger” Vesting. The 2022 Omnibus Plan does not contain an automatic single-trigger vesting provision that would accelerate awards solely upon a change-in-control (as defined in the 2022 Omnibus Plan).

Description of the 2022 Omnibus Plan

A description of the provisions of the 2022 Omnibus Plan, as proposed to be amended by the Plan Amendment, is set forth below. This summary is qualified in its entirety by the detailed provisions of the amended 2022 Omnibus Plan. A copy of the 2022 Omnibus Plan, with the proposed amendments marked, has been filed with the Securities and Exchange Commission with this proxy statement and is attached hereto as Appendix A. Any stockholder who wishes to obtain a printed copy of the 2022 Omnibus Plan may do so by written request to the Secretary at our principal executive offices set forth above.

SEC Form DEF 14A filed by RYTHM Inc.