[Form 4] Flora Growth Corp. Insider Trading Activity

Rhea-AI Filing Summary

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

Director Manfred Leventhal reported changes to his derivative holdings on 30 June 2025. The filing concerns Stock Appreciation Rights (SARs) originally granted on 15 December 2024.

• 5,000 SARs with a US$1.30 exercise price were cancelled/disposed (code “D”).
• 5,000 replacement SARs were acquired (code “A”) with a reduced exercise price of US$0.58.
• The SARs retain the same exercisable start date (15 Dec 2024) and expiration date (15 Dec 2034).
• Post-transaction, Leventhal continues to hold 5,000 SARs directly; no change in the underlying number of common shares that could be issued.
• The company states that the repricing was approved by shareholders.

No non-derivative equity transactions were reported, and there is no indication of open-market buying or selling of common shares. The filing is therefore primarily administrative, reflecting the repricing of an existing equity incentive rather than an incremental ownership change.

Positive

• Shareholder approval was obtained for the SAR repricing, aligning the action with governance best practices.

Negative

• Lowering the exercise price increases potential compensation value to the director, which some investors may view unfavorably, even if immaterial in size.

Insights

Equity Compensation Analyst

TL;DR: Director replaced 5k SARs at $1.30 with 5k SARs at $0.58; ownership unchanged—governance-neutral, incentive improved.

The Form 4 shows a straightforward repricing of previously granted SARs. Because the quantity and term remain the same, dilution does not increase. Lowering the strike from $1.30 to $0.58 raises the intrinsic value of the award, potentially strengthening executive incentives in a depressed share-price environment. Shareholder approval mitigates typical governance concerns around option repricing. From a valuation standpoint, the incremental fair-value cost is minimal at this award size (5,000 rights). The disclosure is routine and unlikely to move the stock.

Corporate Governance Specialist

TL;DR: Shareholder-approved option repricing; immaterial size, neutral governance impact.

Option or SAR repricings often trigger governance red flags, but the company secured shareholder consent, satisfying best-practice guidelines. Only 5,000 rights are involved, suggesting negligible impact on overall incentive plan overhang. There is no evidence of preferential treatment or selective timing. I therefore classify the event as neutral for governance risk.

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^*

LEVENTHAL MANFRED

(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			5,000	12/15/2024	12/15/2034	Common Shares	5,000	(1)	0	D
Stock Appreciation Rights ("SARs")	$0.58	06/30/2025		A		5,000		12/15/2024	12/15/2034	Common Shares	5,000	(1)	5,000	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 Manfred Leventhal	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

What did FLGC report in the Form 4 dated 30 June 2025?

Repricing of 5,000 Stock Appreciation Rights, lowering the exercise price from US$1.30 to US$0.58.

How many SARs does Director Manfred Leventhal now hold?

He continues to hold 5,000 SARs after the transaction.

Did the number of common shares underlying the SARs change?

No. The SARs still correspond to 5,000 common shares; only the exercise price changed.

Were the SARs repriced with shareholder approval?

Yes, the filing states the lower exercise price was approved by shareholders.

Is there any impact on Flora Growth’s share count?

The transaction does not add shares; it reprices existing awards, so dilution remains unchanged.