[Form 4] AGRIFORCE GROWING SYSTEMS LTD. Insider Trading Activity

Rhea-AI Filing Summary

David Ryan Welch, a director of Agriforce Growing Systems Ltd. (AGRI), reported multiple equity transactions and option holdings. The Form 4 shows acquisitions of 84,388 common shares on 09/18/2025 at a per-share price of $2.37, and 13,022 common shares on 05/21/2025 at $11.79. An earlier transaction on 05/17/2024 shows 11 shares at $129.42. Following these transactions the reporting person beneficially owns 97,421 common shares. Several stock options are reported (small quantities of underlying shares after adjustments) with various exercise prices and vesting schedules. A January 16, 2025 lockup restricts sales for one year. Multiple reverse splits (2023, 2024, 2025) were applied to reported amounts and prices.

Positive

• Director increased direct ownership through purchases totaling 97,410 shares added in 2025 (84,388 and 13,022), bringing total beneficial ownership to 97,421.
• Stock options in place with multi-year vesting align management incentives with company performance over time.
• One-year lockup from January 16, 2025 restricts sales by the reporting person, indicating a period of alignment with shareholders.

Negative

• Potential dilution from outstanding stock options, although reported post-adjustment option share counts are small.
• Multiple reverse stock splits (2023, 2024, 2025) complicate historical comparisons of grant sizes and prices.

Insights

Financial Analyst

TL;DR: Director acquisitions increase reported beneficial ownership to 97,421 shares; multiple option grants and lockup noted.

The reported purchases on 05/21/2025 and 09/18/2025 materially increased the director's direct holdings to 97,421 shares. The filing also documents previously granted stock options (with modest remaining share counts after adjustment) and standard multi-year vesting schedules. The January 2025 lockup limits immediate disposition of shares for one year, reducing short-term selling pressure from this insider. Multiple reverse splits have adjusted historical grant sizes and prices, which complicates direct period-to-period comparisons but do not alter the substance of current ownership.

Corporate Governance Expert

TL;DR: Transaction disclosure is complete and shows standard director compensation, vesting, and a time-limited lockup agreement.

The Form 4 provides clear disclosure of direct purchases, option awards, vesting terms, and a lockup executed in January 2025. Vesting schedules that require continued service align with typical governance practices. The lockup and the director status are notable governance facts for stakeholders assessing insider alignment and potential selling constraints. The filing does not disclose any departures, related-party conflicts, or unusual acceleration provisions.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

1. Name and Address of Reporting Person^*

Welch David Ryan

(Last) (First) (Middle)

500 SOUTH GRAND AVENUE,

SUITE 1800

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AGRIFORCE GROWING SYSTEMS LTD. [ AGRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Shares	09/18/2025		A		84,388(1)	A	$2.37(2)	97,421(3)	D
Common Shares	05/21/2025		A		13,022(1)(4)	A	$11.79(5)	97,421(3)	D
Common Shares	05/17/2024		P		11(6)	A	$129.42(7)	97,421(3)	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 (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 Securities Underlying Derivative Security (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: 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
Stock Options	$4,050(8)	09/12/2023		A		3(9)(10)		(11)	09/12/2028	Common Shares	3(9)(10)	$0	5	D
Stock Options	$51,300(12)							(13)	11/18/2027	Common Shares	1(9)(14)		5	D
Stock Options	$315,000(15)							(16)	05/31/2026	Common Shares	1(9)(17)		5	D

Explanation of Responses:

1. Represents Common Shares granted to the Reporting Person that are restricted and subject to a lockup agreement entered into by the Reporting Person in January 2025. Pursuant to the lockup agreement, the Director may not sell any Common Shares owned by the Reporting Person for one year from January 16, 2025 (subject to the ability to sell shares received by each as the result of an employment agreement at any time).

2. Equals the per share closing price on September 17, 2025.

3. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025.

4. As adjusted for a reverse split that occurred on July 30, 2025. The original grant was 117,206 Common Shares.

5. As adjusted for a reverse split that occurred on July 30, 2025. The original price per share was $1.31.

6. As adjusted for a reverse split that occurred on (i) December 6, 2024 and (ii) July 30, 2025. The original grant was 9,900 Common Shares.

7. As adjusted for a reverse split that occurred on (i) December 6, 2024 and (ii) July 30, 2025. The original price per share was $0.1515.

8. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $0.09.

9. If permitted by the policies of any stock exchange on which the Issuer may be listed from time to time, the stock option may be exercised by means of a "cashless exercise", in which event the Issuer shall issue to the holder the net number of common shares determined based on the formula presented in the exhibit to the stock option certificate.

10. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 156,876 Stock Options.

11. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of September 12, 2023, subject to the Reporting Person's continuous service to the Issuer on each such date.

12. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $1.14.

13. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of November 18, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date.

14. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 24,447 Stock Options.

15. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $7.00.

16. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of May 31, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.

17. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 24,642 Stock Options.

	/s/ David Welch	09/30/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did AGRI director David Ryan Welch report on Form 4?

He reported acquisitions of 84,388 shares on 09/18/2025 at $2.37 and 13,022 shares on 05/21/2025 at $11.79, plus 11 shares on 05/17/2024 at $129.42, and holds stock options.

How many AGRI shares does David Ryan Welch beneficially own after the reported transactions?

He beneficially owns 97,421 common shares following the reported transactions.

Are there any restrictions on sale of the shares reported by AGRI director Welch?

Yes. A lockup agreement executed January 16, 2025 restricts the Reporting Person from selling shares for one year, subject to limited exceptions.

Does the Form 4 show any stock option grants for AGRI director Welch?

Yes. The filing lists multiple stock options with exercise prices and multi-year vesting schedules; underlying share counts are shown after adjustments for reverse splits.

Were historical share amounts and prices adjusted in the filing?

Yes. Reported amounts and prices were adjusted for three reverse splits: 1-for-50 (Oct 12, 2023), 1-for-100 (Dec 6, 2024), and 1-for-9 (July 30, 2025).