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Agroz (NASDAQ: AGRZ) director reports RCPS stakes and $100K redemption

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Agroz Inc. director Chaudhry Muhammad Arshad reports initial holdings of Redeemable Convertible Preferred Shares (RCPS) linked to Agroz Ordinary Shares. The filing shows RCPS positions convertible into 40,000 and 60,000 Ordinary Shares at a subscription price of $2.50 per share, with maturity dates tied to two years after their issuance. According to the RCPS terms, any RCPS still outstanding at maturity and not converted into Ordinary Shares are fully redeemed at the subscription price. A footnote explains that 40,000 RCPS were not converted and were redeemed at $2.50 per share for a total of $100,000 on December 3, 2025.

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Insider Chaudhry Muhammad Arshad
Role Director
Type Security Shares Price Value
holding Redeemable Convertible Preferred Shares -- -- --
holding Redeemable Convertible Preferred Shares -- -- --
Holdings After Transaction: Redeemable Convertible Preferred Shares — 40,000 shares (Direct)
Footnotes (1)
  1. The Redeemable Convertible Preferred Shares ("RCPS") are convertible until their maturity date ("Maturity Date"), which is two years after the issuance date. Pursuant to the RCPS' terms, all RCPS which are outstanding as of the Maturity Date and have not been converted into Ordinary Shares of Agroz Inc., par value $0.0001 per share, will be fully redeemed by us at the RCPS' subscription price. Mr. Chaudhry did not convert these RCPS (40,000 shares) and they were redeemed at $2.50 per share for a total of $100,000, pursuant to the terms of the RCPS, on December 3, 2025. Subscription price for the RCPS.
RCPS conversion price $2.50 per share Subscription and conversion price for Redeemable Convertible Preferred Shares
Underlying Ordinary Shares (series 1) 40,000 shares Ordinary Shares underlying one RCPS position held by the director
Underlying Ordinary Shares (series 2) 60,000 shares Ordinary Shares underlying a second RCPS position held by the director
Redemption amount $100,000 40,000 RCPS redeemed at $2.50 per share on December 3, 2025
Expiration date (series 1) August 28, 2025 Expiration/maturity for one RCPS series linked to 40,000 Ordinary Shares
Expiration date (series 2) September 19, 2026 Expiration/maturity for second RCPS series linked to 60,000 Ordinary Shares
Redeemable Convertible Preferred Shares financial
"The Redeemable Convertible Preferred Shares ("RCPS") are convertible until their maturity date"
Maturity Date financial
"convertible until their maturity date ("Maturity Date"), which is two years after the issuance date"
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
subscription price financial
"will be fully redeemed by us at the RCPS' subscription price"
Subscription price is the set amount an investor pays to buy newly issued shares, bonds or units when a company offers them directly, such as in a rights issue or subscription offering. It matters because it determines how much an investor’s ownership cost will be, affects potential gains or losses and influences dilution of existing shareholders—think of it as a pre-order price that helps decide whether joining the new issue is worthwhile.
Ordinary Shares financial
"converted into Ordinary Shares of Agroz Inc., par value $0.0001 per share"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Chaudhry Muhammad Arshad

(Last)(First)(Middle)
NO. 2, LORONG TEKNOLOGI 3/4A
TAMAN SAINS SELANGOR KOTA DAMANSARA

(Street)
PETALING JAYASELANGOR47810

(City)(State)(Zip)

MALAYSIA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2025
3. Issuer Name and Ticker or Trading Symbol
Agroz Inc. [ AGRZ ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Redeemable Convertible Preferred Shares(1)08/28/202308/28/2025Ordinary Shares40,000(2)$2.5(3)D
Redeemable Convertible Preferred Shares(1)09/19/202409/19/2026Ordinary Shares60,000$2.5(3)D
Explanation of Responses:
1. The Redeemable Convertible Preferred Shares ("RCPS") are convertible until their maturity date ("Maturity Date"), which is two years after the issuance date. Pursuant to the RCPS' terms, all RCPS which are outstanding as of the Maturity Date and have not been converted into Ordinary Shares of Agroz Inc., par value $0.0001 per share, will be fully redeemed by us at the RCPS' subscription price.
2. Mr. Chaudhry did not convert these RCPS (40,000 shares) and they were redeemed at $2.50 per share for a total of $100,000, pursuant to the terms of the RCPS, on December 3, 2025.
3. Subscription price for the RCPS.
/s/ Muhammad Arshad Chaudhry04/01/2026
** Signature of Reporting PersonDate
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 5 (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.
* Form 3: SEC 1473 (03-26)

FAQ

What insider position does Chaudhry Muhammad Arshad report in Agroz Inc. (AGRZ)?

Chaudhry Muhammad Arshad reports holding Redeemable Convertible Preferred Shares (RCPS) in Agroz Inc., which are tied to Agroz Ordinary Shares. These RCPS positions are disclosed as part of his initial statement of beneficial ownership as a director of the company.

How many Agroz (AGRZ) Ordinary Shares are underlying the reported RCPS?

The disclosed RCPS positions are linked to 40,000 and 60,000 Agroz Ordinary Shares. Each series of RCPS is convertible into the stated number of Ordinary Shares at a $2.50 per share subscription price, subject to their individual maturity dates.

What is the conversion or subscription price of the Agroz (AGRZ) RCPS?

The Redeemable Convertible Preferred Shares have a subscription and conversion price of $2.50 per share. This price applies both to conversion into Ordinary Shares and to redemption of any RCPS that remain outstanding and unconverted at their maturity date under the RCPS terms.

What happens to Agroz (AGRZ) RCPS at their maturity date?

Under the RCPS terms, any shares still outstanding at the maturity date that have not been converted into Ordinary Shares are fully redeemed at the $2.50 subscription price. This redemption is carried out by Agroz Inc. pursuant to the contractual RCPS provisions.

Were any of Chaudhry Muhammad Arshad’s Agroz RCPS redeemed for cash?

Yes. A footnote states that 40,000 RCPS held by Chaudhry Muhammad Arshad were not converted and were redeemed at $2.50 per share, resulting in a total redemption amount of $100,000 on December 3, 2025, pursuant to the RCPS terms.