FLGC insider files Form 4 for 5.95M pre-funded token warrants

Rhea-AI Filing Summary

Flora Growth Corp. CEO and director Daniel Reis-Faria reported a transaction dated 10/09/2025 showing acquisition of 5,954,743 pre-funded token warrants. The filing lists the warrant exercise price as $0.0001 and shows the underlying common shares amount as 5,954,743 with a price column of $25.1899. The filing notes the warrants are not exercisable until approved by the issuer's shareholders and will terminate upon full exercise. The Form 4 was signed on 10/10/2025. This report documents an insider's sizeable beneficial position subject to shareholder approval before conversion.

Positive

• Insider alignment: CEO holds 5,954,743 pre-funded warrants, indicating substantial insider stake
• Transparent disclosure: Transaction reported on Form 4 with exercise terms and approval condition

Negative

• Conditional exercisability: Warrants not exercisable until shareholder approval, creating uncertainty on timing
• Potential dilution: Exercise of 5,954,743 warrants would increase outstanding shares if approved and exercised

Insights

Corporate Governance Analyst

TL;DR: CEO acquired a large block of pre-funded warrants that require shareholder approval before exercise.

The transaction records 5,954,743 pre-funded token warrants acquired on 10/09/2025; the filing explicitly states these warrants are not exercisable until shareholder approval. That condition creates a governance checkpoint because shareholders must vote to enable conversion to common stock.

The primary dependency is the outcome and timing of a shareholder vote; if approval is delayed or denied, the warrants remain unexercisable and the reported beneficial ownership cannot convert into voting shares. Watch for any meeting notices or proxy materials in the near term for a clear timetable.

Securities/Capital Structure Analyst

TL;DR: The reported warrants could be dilutive if exercised, subject to approval and stated exercise terms.

The record shows an exercise price of $0.0001 for the pre-funded warrants and lists 5,954,743 underlying common shares. If these warrants are approved and exercised, they would increase the share count by that amount, which is a direct dilutive event to existing shareholders.

Key items to monitor are the shareholder approval outcome and any disclosures clarifying the relation between the $0.0001 exercise price and the $25.1899 price field in the table. Expect updates in subsequent SEC filings or proxy statements within weeks to months.

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^*

Reis-Faria Daniel

(Last) (First) (Middle)

C/O FLORA GROWTH CORP.

3230 W. COMMERCIAL BLVD., SUITE 180

(Street)

FORT LAUDERDALE FL 33132

(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)
10/09/2025

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
Pre-Funded Token Warrants	$0.0001	10/09/2025		P		5,954,743		(1)	(1)	Common Shares	5,954,743	$25.1899	5,954,743	D

Explanation of Responses:

1. The warrants are not exercisable until approved by the Issuer's shareholders and terminate upon full exercise of the warrants.

	/s/ Daniel Reis-Faria	10/10/2025
	** 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).
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 Flora Growth (FLGC) CEO Daniel Reis-Faria report on Form 4?

The CEO reported acquisition of 5,954,743 pre-funded token warrants on 10/09/2025, signed on 10/10/2025.

Are the reported warrants exercisable immediately?

No. The filing states the warrants are not exercisable until approved by the issuer's shareholders.

What is the exercise price for the pre-funded warrants?

The Form 4 lists the warrant exercise price as $0.0001.

How many common shares underlie the reported warrants?

The warrants correspond to 5,954,743 underlying common shares as shown in the filing.

When was the transaction dated and when was the Form 4 signed?

The transaction date is 10/09/2025 and the Form 4 is signed on 10/10/2025.