Sec Form 4 Filing - GALVIN ROBERT R @ iANTHUS CAPITAL HOLDINGS, INC. - 2023-10-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GALVIN ROBERT R 2. Issuer Name and Ticker or Trading Symbol iANTHUS CAPITAL HOLDINGS, INC. [ ITHUF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) COO (Last) (First) (Middle) C/O IANTHUS CAPITAL HOLDINGS, INC., 214 KING STREET WEST, SUITE 314 3. Date of Earliest Transaction (MM/DD/YY) 10/10/2023 (Street) TORONTO, A6M5H 3S6 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 10/10/2023 A 11,816,034 ( 1 ) A 28,676,094 D Common Stock 10/10/2023 D 3,703,032 ( 3 ) D $ 0.0244 24,973,062 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Restricted Stock Units ( 2 ) 10/10/2023 M 11,816,034 ( 4 ) ( 4 ) Common Stock 11,816,034 $ 0 0 D Option (right to buy) $ 0.051 ( 5 ) 07/10/2030 Common Stock 3,938,678 3,938,678 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GALVIN ROBERT R C/O IANTHUS CAPITAL HOLDINGS, INC. 214 KING STREET WEST, SUITE 314 TORONTO, A6M5H 3S6 COO Signatures Robert R. Galvin 10/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the issuance of the shares underlying the remaining vested portion of the grant of the restricted stock units to the reporting person on July 26, 2022. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. ( 3 )Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 11,816,034 restricted stock units granted to the Reporting Person on July 26, 2022. ( 4 )The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan, dated October 15, 2018 (the "Plan"). ( 5 )The options were granted pursuant to the Plan. Upon the reporting person's separation on October 11, 2023, the vesting schedule for all unvested options accelerated. Accordingly, as of October 11, 2023, all options are vested and exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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