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Rhea-AI Filing Summary

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

Director Harold Wolkin reported a single set of transactions dated 30 June 2025 involving his previously granted 30,000 Stock Appreciation Rights (SARs). The filing shows a two-step modification approved by shareholders:

• Disposition (Code D): Cancellation of the original 30,000 SARs carrying a $1.30 exercise price.
• Acquisition (Code A): Issuance of an equal number of replacement SARs at a reduced exercise price of $0.58, maintaining the same 12 Dec 2034 expiration date.

The amendment effectively reprices the award to a level more in line with Flora Growth’s current market valuation, enhancing the economic value of the director’s incentive without changing the underlying share count. Following the adjustment, Mr. Wolkin continues to hold 30,000 SARs; no common shares were bought or sold, and no change occurred in his direct equity ownership.

Investor takeaways

• The repricing is shareholder-approved, indicating formal governance compliance.
• Total potential dilution is unchanged (still 30,000 shares), but the lower strike increases the likelihood that the award will be exercised, marginally raising dilution risk if the stock price recovers.
• The disclosure is routine and does not affect current revenue, earnings, or cash flow figures.

Positive

• Shareholder approval of the SAR repricing demonstrates adherence to governance best practices.

Negative

• Lower exercise price increases the likelihood of future dilution, albeit for only 30,000 shares.

Insights

Corporate Governance Expert

TL;DR — Routine repricing; governance-compliant, financially immaterial.

Repricing executive or director incentives is common when a company’s share price falls below prior strike levels. Because shareholders approved the change, the board’s compensation committee followed best-practice governance procedures, mitigating concerns about insider favoritism. The economic value transferred is modest—30 k SARs versus FLGC’s multi-million-share float—so balance-sheet and EPS effects are negligible. However, the lower strike raises the probability of future dilution, a slight negative for existing holders if the share price rebounds.

Equity Analyst

TL;DR — Neutral: small dilution potential, no operational impact.

From a valuation standpoint, swapping a $1.30 strike SAR for a $0.58 strike increases in-the-money value by roughly $21.6 k (30 k × $0.72). Against Flora Growth’s market cap, this is de minimis. No cash outflow, no P&L hit, and the company’s share count only grows if the stock trades above $0.58, which is already near or above current levels. Therefore, the filing has no immediate effect on earnings projections, but investors should track cumulative equity awards to monitor dilution trends.

North America Structured Investments 3yr Partial Principal at Risk Capped Notes linked to INDU The following is a summary of the terms of the notes offered by the preliminary pricing supplement hyperlinked below. Summary of Terms Issuer: Guarantor: Minimum Denomination: Underlying: Pricing Date: Observation Date: Maturity Date: Participation Rate: Maximum Amount: Additional Amount: Payment At Maturity: JPMorgan Chase Financial Company LLC JPMorgan Chase & Co. $1,000 Dow Jones Industrial Average ® July 28, 2025 July 28, 2028 August 02, 2028 100.00% At least $183.00 per $1,000 principal amount note* $1,000 î Underlying Return î Participation Rate, provided that the Additional Amount will not be greater than the Maximum Amount If the Final Value is greater than the Initial Value, at maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which will not be greater than the Maximum Amount. If the Final Value is equal to or less than the Initial Value, your payment at maturity will be calculated as follows: $1,000 + ($1,000 î Underlying Return) In no event however, will the payment at maturity be less than $950.00 per $1,000 principal amount note. If the Final Value is less than the Initial Value, you will lose up to 5.00% of your principal amount at maturity. You are entitled to repayment of at least $950.00 per $1,000 principal amount note at maturity, subject to the credit risks of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. 48136FDV1 CUSIP: Preliminary Pricing Supplement: Estimated Value: http://sp.jpmorgan.com/document/cusip/48136FDV1/doctype/Product_Termsheet/document.pdf The estimated value of the notes, when the terms of the notes are set, will not be less than $900.00 per $1,000 principal amount note. For information about the estimated value of the notes, which likely will be lower than the price you paid for the notes, see the hyperlink above. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. * The actual Maximum Amount will be provided in the pricing supplement and will not be less than $183.00 per $1,000 principal amount note. **Reflects Maximum Amount equal to the minimum Maximum Amount set forth herein, for illustrative purposes. The “total return” as used above is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical returns shown above apply only at maturity. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns shown above would likely be lower. Hypothetical Returns on the Notes at Maturity** Underlying Performance Note Payoff at Maturity Payment at Maturity Underlying Return Total Return on the Notes Underlying Return Final Value 18.30% 65.00% 165.00 18.30% 40.00% 140.00 18.30% 20.00% 120.00 18.30% 18.30% 118.30 10.00% 10.00% 110.00 5.00% 5.00% 105.00 0.00% 0.00% 100.00 - 1.00% - 1.00% 99.00 - 5.00% - 5.00% 95.00 - 5.00% - 10.00% 90.00 - 5.00% - 20.00% 80.00 - 5.00% - 40.00% 60.00 - 5.00% - 80.00% 20.00 - 5.00% - 100.00% 0.00 J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com

North America Structured Investments 3yr Partial Principal at Risk Capped Notes linked to INDU Ɣ Ɣ Ɣ The notes may not pay more than 95.00% of the principal amount at maturity. Your maximum gain on the notes is limited by the Maximum Amount. Any payment on the notes at maturity is subject to the credit risks of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. Therefore the value of the notes prior to maturity will be subject to changes in the market’s view of the creditworthiness of JPMorgan Chase Financial Company LLC or JPMorgan Chase & Co. No interest payments, dividend payments or voting rights. JPMorgan Chase & Co. is currently one of the companies that make up the Dow Jones Industrial Average TM . As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent operations and has limited assets. Selected Risks Selected Risks (continued) Ɣ Ɣ Ɣ Ɣ The estimated value of the notes will be lower than the original issue price (price to public) of the notes. The estimated value of the notes is determined by reference to an internal funding rate. The estimated value of the notes does not represent future values and may differ from others’ estimates. The value of the notes, which may be reflected in customer account statements, may be higher than the then current estimated value of the notes for a limited time period. Lack of liquidity : J . P . Morgan Securities LLC (who we refer to as JPMS), intends to offer to purchase the notes in the secondary market but is not required to do so . The price, if any, at which JPMS will be willing to purchase notes from you in the secondary market, if at all, may result in a significant loss of your principal . Potential conflicts: We and our affiliates play a variety of roles in connection with the issuance of notes, including acting as calculation agent and hedging our obligations under the notes, and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set. It is possible that such hedging or other trading activities of J.P. Morgan or its affiliates could result in substantial returns for J.P. Morgan and its affiliates while the value of the notes declines. The tax consequences of the notes may be uncertain. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes. Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable product supplement, Annex A to the prospectus addendum and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information. Additional Information SEC Legend: JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. have filed a registration statement (including a prospectus) with the SEC for any offerings to which these materials relate. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus and each prospectus supplement as well as any product supplement, underlying supplement and preliminary pricing supplement if you so request by calling toll - free 1 - 866 - 535 - 9248. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax - related penalties. Investment suitability must be determined individually for each investor, and the financial instruments described herein may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisers as to these matters. This material is not a product of J.P. Morgan Research Departments. Free Writing Prospectus Filed Pursuant to Rule 433, Registration Statement Nos. 333 - 270004 and 333 - 270004 - 01 J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com

FAQ

What insider transaction did Flora Growth (FLGC) disclose on 1 July 2025?

Director Harold Wolkin replaced 30,000 SARs at $1.30 with identical SARs at a reduced $0.58 exercise price.

How many Stock Appreciation Rights does Harold Wolkin now hold after the repricing?

He continues to hold 30,000 SARs; the quantity did not change.

Did the repricing of FLGC SARs receive shareholder approval?

Yes—Flora Growth explicitly states that shareholders approved the lower exercise price.

Does this Form 4 indicate any purchase or sale of common shares?

No common shares were bought or sold; the filing only involves derivative (SAR) adjustments.

Will the lower $0.58 strike price increase dilution for FLGC shareholders?

Potentially—it makes exercise more likely, but the total shares involved (30,000) are immaterial relative to the company’s float.