Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * RSLGH, LLC 2. Issuer Name and Ticker or Trading Symbol Agrify Corp [AGFY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 325 WEST HURON STREET,, SUITE 700 3. Date of Earliest Transaction (Month/Day/Year) 12/12/2024 (Street) CHICAGO, IL 60654 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Pre-Funded Warrants (right to buy)

$0.001

12/12/2024

P

185,500

(1)

(1)

Common Stock

185,500

$35.54(1)

185,500

D(2)

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
RSLGH, LLC 325 WEST HURON STREET, SUITE 700 CHICAGO, IL 60654		X
Green Thumb Industries Inc. 325 WEST HURON STREET SUITE 700 CHICAGO, IL 60654		X

Signatures

/s/ Bret Kravitz, Corporate Secretary, on behalf of RLGH, LLC	12/16/2024
**Signature of Reporting Person	Date
/s/ Bret Kravitz, Corporate Secretary, on behalf of RLGH, LLC	12/16/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On 12/12/2024, RLSGH, LLC (the "Investor") entered into a purchase agreement with Double or Nothing, LLC ("DON"), pursuant to which the Investor purchased pre-funded warrants to acquire up to 185,500 shares of the common stock of Agrify Corporation (the "Issuer") at a purchase price of $35.54 per pre-funded warrant, which is equal to the most recent closing price of the Issuer's common stock as of the time the purchase agreement was signed. The pre-funded warrants include a beneficial ownership limitation of 4.99% of the Issuer's common stock. The Investor may increase or decrease this percentage, but not in excess of 49.99%, by providing at least 61 days' prior notice. Additionally, the pre-funded warrants may not be exercised to the extent that the aggregate number of shares of common stock issued at closing and upon exercise of pre-funded warrants under the Asset Purchase Agreement among the Company, DON its members, dated as of 12/12/2024, would collectively exceed 370,670.
(2)	The Investor is the direct beneficial owner of the pre-funded warrants. The Investor is an indirectly wholly-owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of Core Growth, LLC. Core Growth, LLC is the sole member of Investor.

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