GRO Form 4: 10% owner sale of 3,863,872 shares disclosed

Rhea-AI Filing Summary

Brazil Potash Corp. (GRO) reported an insider transaction on a Form 4. A reporting person classified as a Director and 10% Owner disclosed a sale of 3,863,872 shares of common stock on 11/12/2025 at $2 per share, coded “S” for sale.

Shares were held indirectly through Sentient Global Resources Fund III, L.P.. Following the transaction, the filing shows 0 shares beneficially owned indirectly.

Insights

Insider transactions analyst

Large insider sale reported; position now zero.

The filing lists a sale of 3,863,872 Brazil Potash common shares at $2 on 11/12/2025, coded “S.” The shares were held indirectly via Sentient Global Resources Fund III, L.P..

The reporting person is identified as a Director and 10% Owner, and the post‑transaction beneficial ownership shown is 0 shares indirectly. The Form 4 does not state reasons for the sale or additional terms.

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

X

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^*

SENTIENT EXECUTIVE GP III, LTD

(Last) (First) (Middle)

GOVERNORS SQUARE, BUILDING 4, 2ND FLOOR

23 LIME TREE BAY AVENUE, PO BOX 32315

(Street)

GRAND CAYMAN E9 KY1-1209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Brazil Potash Corp. [ GRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025

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
Common Stock								3,863,872	I	Shares are indirectly held by Sentient Global Resources Fund III, L.P
Common Stock	11/12/2025		S		3,863,872	D	$2	0	I	Shares are indirectly held by Sentient Global Resources Fund III, L.P

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

Explanation of Responses:

	/s/ Mike de Leeuw, Director	11/14/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Brazil Potash (GRO) report?

A sale of 3,863,872 common shares on 11/12/2025 at $2 per share, coded “S.”

Who held the GRO shares involved in the transaction?

They were held indirectly by Sentient Global Resources Fund III, L.P..

What is the insider’s relationship to Brazil Potash (GRO)?

The reporting person is a Director and a 10% Owner.

How many GRO shares does the insider report owning after the sale?

The filing shows 0 shares beneficially owned indirectly after the transaction.

What was the transaction code on the Form 4 for GRO?

The transaction was coded “S”, indicating a sale.