[Form 4] Flora Growth Corp. Insider Trading Activity

Rhea-AI Filing Summary

On 1 July 2025, Flora Growth Corp. (FLGC) CFO Dany Vaiman filed a Form 4 disclosing the amendment of three previously granted Stock Appreciation Rights ("SARs") packages.

The original awards covering 907,161 SARs with exercise prices of $1.21, $0.915 and $1.30 were cancelled (Code D) on 30 Jun 2025 and immediately replaced by an identical number of SARs with a reduced exercise price of $0.58 (Code A). Shareholder approval for the repricing had been obtained.

The amended SARs retain their original expirations (15 Dec 2034 for 715,388 units and 14 Aug 2034 for 191,773 units) and vest in eight equal instalments, each contingent on specific share-price targets. After the transaction, Vaiman continues to hold 907,161 SARs; no common shares were bought or sold.

Although the filing has no immediate P&L or share-count impact, lowering the strike materially increases the likelihood that the options will finish in-the-money, potentially adding dilution and incremental compensation expense if FLGC’s share price appreciates.

Positive

• Enhanced management incentives: Lowering the strike price may better align the CFO’s interests with post-repricing shareholder value creation.

Negative

• Increased dilution risk: 907,161 SARs are now far more likely to be exercised, potentially expanding the share count.
• Governance concern: Option repricing without stricter performance hurdles can be viewed as management-friendly at shareholders’ expense.

Insights

Corporate Governance Expert

TL;DR Repricing enriches management, heightens dilution risk and may signal weak governance.

The CFO exchanged 907,161 previously out-of-the-money SARs for identical awards priced at $0.58. Such repricing is shareholder-unfriendly because it transfers value from investors to management without new performance hurdles. While vesting still depends on price targets, the 50-60% strike reduction makes in-the-money exercise far more likely, raising future dilution and compensation costs. Investors should scrutinise the board’s rationale and the magnitude relative to FLGC’s modest market capitalisation.

Sell-Side Equity Analyst

TL;DR Neutral near-term; repricing boosts incentives but signals low confidence in prior targets.

The move has no immediate cash flow or EPS effect because SARs remain unexercised. However, if FLGC’s shares rise above $0.58, the intrinsic value owed to the CFO grows, creating incremental non-cash compensation and possible dilution. Total units equal roughly 2-3% of FLGC’s outstanding shares (estimate), so impact is not negligible but also not transformative. Investors should factor in higher potential share count in DCF and look for accompanying performance metrics in the next proxy.

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
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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).

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^*

Starke Clifford

(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
X	Officer (give title below)		Other (specify below)
	CEO

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")	$1.21	06/30/2025		D			1,028,665	(1)	12/15/2034	Common Shares	1,028,665	(2)	0	D
Stock Appreciation Rights ("SARs")	$0.58	06/30/2025		A		1,028,665		(1)	12/15/2034	Common Shares	1,028,665	(2)	1,028,665	D
Stock Appreciation Rights ("SARs")	$0.915	06/30/2025		D			575,319	(1)	08/14/2034	Common Shares	575,319	(2)	0	D
Stock Appreciation Rights ("SARs")	$0.58	06/30/2025		A		575,319		(1)	08/14/2034	Common Shares	575,319	(2)	575,319	D

Explanation of Responses:

1. The SARs vest in 9 equal installments, subject to stock price criteria to be met prior to each trance vesting. The SARs have a post-termination exercise period of one year.

2. The SARs granted to the reporting person on December 15, 2023, and August 14, 2024, were amended, with shareholder approval, to have a lower exercise price.

	/s/ Dany Vaiman as attorney-in-fact for Clifford Starke	07/01/2025
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Why did FLGC's CFO file a Form 4 on 1 July 2025?

He reported cancelling higher-priced SARs and acquiring an equal number with a reduced $0.58 exercise price.

How many SARs were affected in the FLGC Form 4 filing?

907,161 SARs across three original grant dates were repriced.

What is the new exercise price for the CFO's SARs?

All amended SARs now carry an exercise price of $0.58 per share.

Do the repriced SARs have new expiration dates?

No. Expiration remains 15 Dec 2034 for 715,388 units and 14 Aug 2034 for 191,773 units.

Will the SAR repricing immediately dilute FLGC shareholders?

No shares were issued, so there is no immediate dilution; dilution occurs only if SARs are later exercised.

What are the vesting conditions of the amended SARs?

They vest in eight equal tranches, each contingent on meeting preset stock-price thresholds.