[Form 4] Flora Growth Corp. Insider Trading Activity

Rhea-AI Filing Summary

Flora Growth Corp. (NASDAQ: FLGC) – Form 4 insider transaction

Director Harold Wolkin reported a single set of transactions dated 30 June 2025 involving his previously granted 30,000 Stock Appreciation Rights (SARs). The filing shows a two-step modification approved by shareholders:

• Disposition (Code D): Cancellation of the original 30,000 SARs carrying a $1.30 exercise price.
• Acquisition (Code A): Issuance of an equal number of replacement SARs at a reduced exercise price of $0.58, maintaining the same 12 Dec 2034 expiration date.

The amendment effectively reprices the award to a level more in line with Flora Growth’s current market valuation, enhancing the economic value of the director’s incentive without changing the underlying share count. Following the adjustment, Mr. Wolkin continues to hold 30,000 SARs; no common shares were bought or sold, and no change occurred in his direct equity ownership.

Investor takeaways

• The repricing is shareholder-approved, indicating formal governance compliance.
• Total potential dilution is unchanged (still 30,000 shares), but the lower strike increases the likelihood that the award will be exercised, marginally raising dilution risk if the stock price recovers.
• The disclosure is routine and does not affect current revenue, earnings, or cash flow figures.

Positive

• Shareholder approval of the SAR repricing demonstrates adherence to governance best practices.

Negative

• Lower exercise price increases the likelihood of future dilution, albeit for only 30,000 shares.

Insights

Corporate Governance Expert

TL;DR — Routine repricing; governance-compliant, financially immaterial.

Repricing executive or director incentives is common when a company’s share price falls below prior strike levels. Because shareholders approved the change, the board’s compensation committee followed best-practice governance procedures, mitigating concerns about insider favoritism. The economic value transferred is modest—30 k SARs versus FLGC’s multi-million-share float—so balance-sheet and EPS effects are negligible. However, the lower strike raises the probability of future dilution, a slight negative for existing holders if the share price rebounds.

Equity Analyst

TL;DR — Neutral: small dilution potential, no operational impact.

From a valuation standpoint, swapping a $1.30 strike SAR for a $0.58 strike increases in-the-money value by roughly $21.6 k (30 k × $0.72). Against Flora Growth’s market cap, this is de minimis. No cash outflow, no P&L hit, and the company’s share count only grows if the stock trades above $0.58, which is already near or above current levels. Therefore, the filing has no immediate effect on earnings projections, but investors should track cumulative equity awards to monitor dilution trends.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wolkin Harold

(Last) (First) (Middle)

C/O FLORA GROWTH CORP.

3230 W. COMMERCIAL BLVD., SUITE 180

(Street)

FORT LAUDERDALE FL 33309

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Flora Growth Corp. [ FLGC ]

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)
06/30/2025

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

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 Appreciation Rights ("SARs")	$1.3	06/30/2025		D			30,000	12/15/2024(1)	12/15/2034	Common Shares	30,000	(1)	0	D
Stock Appreciation Rights ("SARs")	$0.58	06/30/2025		A		30,000		12/15/2024	12/15/2034	Common Shares	30,000	(1)	30,000	D

Explanation of Responses:

1. The SARs granted to the reporting person on December 15, 2024, were amended, with shareholder approval, to have a lower exercise price.

	/s/ Dany Vaiman as attorney-in-fact for Harold Wolkin	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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FAQ

What insider transaction did Flora Growth (FLGC) disclose on 1 July 2025?

Director Harold Wolkin replaced 30,000 SARs at $1.30 with identical SARs at a reduced $0.58 exercise price.

How many Stock Appreciation Rights does Harold Wolkin now hold after the repricing?

He continues to hold 30,000 SARs; the quantity did not change.

Did the repricing of FLGC SARs receive shareholder approval?

Yes—Flora Growth explicitly states that shareholders approved the lower exercise price.

Does this Form 4 indicate any purchase or sale of common shares?

No common shares were bought or sold; the filing only involves derivative (SAR) adjustments.

Will the lower $0.58 strike price increase dilution for FLGC shareholders?

Potentially—it makes exercise more likely, but the total shares involved (30,000) are immaterial relative to the company’s float.