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Insider Ira Goldfarb boosts Sow Good (SOWG) stake with 138,888-share award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sow Good Inc. director and 10% owner Ira Goldfarb reported an acquisition of 138,888 shares of common stock on January 15, 2026 at a price of $0 per share. Following this award, he directly beneficially owns 1,148,356 shares of Sow Good common stock.

In addition, he reports indirect beneficial ownership of multiple blocks of common stock held through various trusts, an entity named IG Union Bower, LLC, and an entity named S-FDF, LLC, where he or family members have roles described in the footnotes. He also holds a Senior Convertible Promissory Note with a conversion price of $0.62 per share, which is convertible into 2,454,632 shares of common stock from April 28, 2025 until April 30, 2030.

Positive

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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
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*
Goldfarb Ira

(Last) (First) (Middle)
1918 N. OLIVE STREET

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sow Good Inc. [ SOWG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026
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 01/15/2026 A 138,888 A $0 1,148,356(1) D
Common Stock 557,646 I By Trust(2)
Common Stock 682,646 I By Trust(2)
Common Stock 807,646 I By Trust(2)
Common Stock 870,146 I By Trust(2)
Common Stock 1,057,646 I By Trust(2)
Common Stock 25,000 I By IG Union Bower, LLC(3)
Common Stock 1,620,973 I By S-FDF. LLC(4)
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
Senior Convertible Promissory Note $0.62 04/28/2025(5) 04/30/2030 Common Stock 2,454,632 2,454,632(6) D
Explanation of Responses:
1. Mrs. Goldfarb owns 461,517 shares held as joint tenants with right of survivorship with Mrs. Goldfarb's spouse, Ira Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest.
2. Shares held by the Ira Goldfarb Irrevocable Trust for which Mr. Goldfarb is a trustee and holds a pecuniary interest, and shares held by Ira Goldfarb 2021 Declaration of Trust f/b/o Brett Steven Goldfarb, Ira Goldfarb 2021 Declaration of Trust f/b/o Alexandria Lexie Gutierrez and Ira Goldfarb 2021 Declaration of Trust f/b/o Ava Lauren Gutierrez, for which Mr. Goldfarb is a trustee.
3. Shares held by IG Union Bower, LLC of which Mr. Ira Goldfarb is the sole member.
4. Shares held by S-FDF, LLC over which Mr. Goldfarb and his spouse Claudia Goldfarb (who is also a director, officer and indirect 10% beneficial owner, by virtue of S-FDF's holdings, of the issuer) share control and pecuniary interest.
5. The Senior Convertible Promissory Notes are convertible at the election of the holders at any time, in whole or in part, into shares of common stock based on a price per share equal to the average closing price of such common stock for the five trading days immediately prior to the execution of and entry into the New Notes.
6. Mr. Goldfarb owns 386,980 shares as joint tenants with right of survivorship with Mr. Goldfarb's spouse, Claudia Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest.
/s/ Ira Goldfarb 01/20/2026
** 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 Ira Goldfarb report for Sow Good Inc. (SOWG)?

On January 15, 2026, director and 10% owner Ira Goldfarb reported an acquisition coded "A" of 138,888 shares of Sow Good Inc. common stock at a stated price of $0 per share, increasing his directly owned position.

How many Sow Good (SOWG) shares does Ira Goldfarb directly own after this Form 4 transaction?

After the reported acquisition, Ira Goldfarb directly beneficially owns 1,148,356 shares of Sow Good Inc. common stock.

What indirect holdings in Sow Good Inc. does Ira Goldfarb report through trusts and entities?

The filing lists indirect beneficial ownership of several blocks of Sow Good common stock, including shares held by the Ira Goldfarb Irrevocable Trust and other 2021 Declaration of Trusts where he is a trustee, 25,000 shares held by IG Union Bower, LLC where he is the sole member, and 1,620,973 shares held by S-FDF, LLC, over which he and his spouse share control and pecuniary interest.

What are the key terms of the Senior Convertible Promissory Note reported by Ira Goldfarb?

The filing shows a Senior Convertible Promissory Note with a conversion price of $0.62 per share, exercisable at the holders' election at any time in whole or in part, and convertible into 2,454,632 shares of common stock from April 28, 2025 until April 30, 2030.

What roles does Ira Goldfarb hold at Sow Good Inc. according to this Form 4?

According to the filing, Ira Goldfarb is both a director of Sow Good Inc. and a 10% owner, making him a significant insider under SEC reporting rules.

How is Claudia Goldfarb referenced in relation to Sow Good (SOWG) in this insider filing?

The footnotes state that Claudia Goldfarb, Mr. Goldfarb's spouse, holds shares jointly with him and that they share control and pecuniary interest over those joint holdings. They also state that she is a director, officer and indirect 10% beneficial owner of the issuer by virtue of S-FDF, LLC's holdings.

How are family trusts involved in Ira Goldfarb's Sow Good (SOWG) ownership?

The filing explains that certain shares are held by the Ira Goldfarb Irrevocable Trust and by 2021 Declaration of Trusts for family members, for which Mr. Goldfarb is a trustee and in some cases holds a pecuniary interest, leading to indirect beneficial ownership reporting.

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