FLGC insider files Form 4: $33.34 convert, 4,902,220 shares

Rhea-AI Filing Summary

Flora Growth Corp. (FLGC) disclosed that Executive Chairman and Director Michael Heinrich filed a Form 4 reporting an indirect derivative position. A convertible promissory note held through Zero Gravity Labs Inc., which he owns and controls, is convertible into up to 4,902,220 common shares at a $33.34 conversion price per share. The note became exercisable on October 23, 2025 and expires on September 22, 2035, with conversion at the holder’s option after shareholder approval on October 22, 2025.

The reported 4,902,220 shares comprise 4,499,100 shares underlying principal and 403,120 shares underlying interest through September 2026. Following the transaction, the filing lists 4,902,220 derivative securities beneficially owned, held indirectly via Zero Gravity Labs Inc.

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

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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^*

Heinrich Michael

(Last) (First) (Middle)

C/O FLORA GROWTH CORP.

3230 W. COMMERCIAL BLVD., SUITE 180

(Street)

FORT LAUDERDALE FL

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2025

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
Convertible Promissory Note	$33.34	10/23/2025		X(1)		4,902,220(1)		10/23/2025	09/22/2035	Common Shares	4,902,220(1)	(1)	4,902,220(1)	I	Held by Zero Gravity Labs Inc., a corporation owned and controlled by the Reporting Person

Explanation of Responses:

1. Represents issuance of convertible promissory note to Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person, in the principal amount of 50,000,000 OG bitcoin tokens. Subject to shareholder approval, which occurred on October 22, 2025, the entire outstanding amount of principal and interest may be converted, at the option of the Holder, into common shares of the Issuer. The total number of common shares reported on this Form 4 includes 4,499,100 common shares underlying the principal amount of the convertible note, plus 403,120 common shares underlying interest on the convertible note through September 2026.

	/s/ Dany Vaiman as attorney-in-fact for Michael Heinrich	10/25/2025
	** 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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