Sow Good (SOWG) director David Lazar converts preferred into 5.74M common shares

Rhea-AI Filing Summary

Sow Good Inc. director David E. Lazar reported acquiring 5,740,000 shares of common stock. The shares were received as a grant/award on the Form 4, reflecting the conversion of 410,000 shares of Series AA Preferred Stock into common stock at a conversion price of $0.14286 per share.

The filing also shows that Lazar previously acquired 1,500,000 shares of Series AA Preferred Stock at $2 per share under a Securities Purchase Agreement, with the preferred shares approved by the board. After the reported conversion, he holds 5,740,000 common shares directly and 1,090,000 Series AA Preferred shares.

Insights

Insider transactions analyst

Lazar converts preferred into common stock, increasing direct equity stake.

Director David E. Lazar exercised 410,000 shares of Series AA Preferred Stock, converting them into 5,740,000 common shares at a conversion price of $0.14286 per share. The Form 4 classifies both entries as acquisitions rather than open‑market purchases or sales.

Footnotes indicate Lazar initially bought 1,500,000 Series AA Preferred shares at $2 per share under a board‑approved Securities Purchase Agreement. Following the conversion, he directly owns 5,740,000 common shares and 1,090,000 preferred shares, so the transaction primarily shifts his position from preferred to common without signaling discretionary buying or selling.

Insider Trade Summary

410,000 shares exercised/converted

Mixed 2 txns

Insider Lazar David E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,740,000	$0.1428	$820K
Exercise	Series AA Preferred Stock	410,000	$2.00	$820K

Holdings After Transaction: Common Stock — 5,740,000 shares (Direct); Series AA Preferred Stock — 1,090,000 shares (Direct)

Footnotes (1)

1. On December 31, 2025, Sow Good Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with David Lazar, pursuant to which the Company issued 1,500,000 shares of Series AA Preferred Stock to Mr. Lazar at $2 per preferred share. The Series AA Preferred Stock is not convertible into common stock until after stockholder approval, at which point the shares will convert to 21,000,000 shares of common stock with a conversion price of $0.14286 per share. The Agreement and the issuance of the Series AA Preferred Stock were approved by the Company's board of directors and did not involve the exchange of consideration between the Company and Mr. Lazar beyond the terms set forth in the Agreement. Not applicable. Amount represents 5,740,000 shares received as a result of the conversion of 410,000 Series AA Convertible, Non-Redeemable Preferred Stock at a conversion price of $0.14286.

Key Figures

Common shares acquired: 5,740,000 shares Preferred shares converted: 410,000 shares Conversion price: $0.14286 per share +4 more

7 metrics

Common shares acquired 5,740,000 shares Grant/award following conversion on March 31, 2026

Preferred shares converted 410,000 shares Series AA Preferred exercised into common stock

Conversion price $0.14286 per share Preferred to common stock conversion rate

Preferred purchase price $2 per share Series AA Preferred issued under Securities Purchase Agreement

Preferred shares issued 1,500,000 shares Series AA Preferred sold to Lazar under Agreement

Common shares on full conversion 21,000,000 shares Total common into which Series AA Preferred would convert

Preferred shares remaining 1,090,000 shares Series AA Preferred held after 410,000-share conversion

Key Terms

Securities Purchase Agreement, Series AA Preferred Stock, conversion price, Convertible, Non-Redeemable Preferred Stock

4 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the "Agreement") with David Lazar"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Series AA Preferred Stock financial

"the Company issued 1,500,000 shares of Series AA Preferred Stock to Mr. Lazar"

conversion price financial

"will convert to 21,000,000 shares of common stock with a conversion price of $0.14286 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Convertible, Non-Redeemable Preferred Stock financial

"conversion of 410,000 Series AA Convertible, Non-Redeemable Preferred Stock at a conversion price"

Form 4 Insider Transactions: What Each Field Means →

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^*

Lazar David E.

(Last) (First) (Middle)

44, TOWER 100, THE TOWERS

WINSTON CHURCHILL, PAITILLA

(Street)

PANAMA CITY 07196

(City) (State) (Zip)

PANAMA

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/31/2026		A		5,740,000(3)	A	$0.1428	5,740,000	D

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
Series AA Preferred Stock	$0.1428	12/31/2025		M			410,000	(1)	(2)	Common Stock	5,740,000	$2	1,090,000	D

Explanation of Responses:

1. On December 31, 2025, Sow Good Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with David Lazar, pursuant to which the Company issued 1,500,000 shares of Series AA Preferred Stock to Mr. Lazar at $2 per preferred share. The Series AA Preferred Stock is not convertible into common stock until after stockholder approval, at which point the shares will convert to 21,000,000 shares of common stock with a conversion price of $0.14286 per share. The Agreement and the issuance of the Series AA Preferred Stock were approved by the Company's board of directors and did not involve the exchange of consideration between the Company and Mr. Lazar beyond the terms set forth in the Agreement.

2. Not applicable.

3. Amount represents 5,740,000 shares received as a result of the conversion of 410,000 Series AA Convertible, Non-Redeemable Preferred Stock at a conversion price of $0.14286.

	/s/ David Lazar	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did David Lazar report at Sow Good Inc. (SOWG)?

Director David E. Lazar reported acquiring 5,740,000 Sow Good Inc. common shares. These were received through the conversion of 410,000 Series AA Preferred shares into common stock, recorded as an award-type acquisition rather than an open-market purchase or sale.

How many Sow Good (SOWG) preferred shares did David Lazar convert and at what price?

Lazar converted 410,000 shares of Sow Good Series AA Preferred Stock into common shares. The conversion used a stated conversion price of $0.14286 per common share, resulting in 5,740,000 common shares credited to his direct ownership in the Form 4.

What was the original purchase agreement for Sow Good (SOWG) Series AA Preferred Stock?

On December 31, 2025, Sow Good Inc. entered a Securities Purchase Agreement with David Lazar. Under this agreement, the company issued 1,500,000 Series AA Preferred shares to him at $2 per share, with terms approved by the company’s board of directors.

How many Sow Good (SOWG) shares does David Lazar hold after this Form 4 transaction?

After the reported transactions, Lazar directly holds 5,740,000 Sow Good common shares and 1,090,000 Series AA Preferred shares. The filing shows the common shares resulting from a preferred stock conversion, increasing his direct common equity stake in the company.

What are the conversion terms of Sow Good (SOWG) Series AA Preferred Stock mentioned in the Form 4?

The Series AA Preferred Stock is described as convertible into common stock after stockholder approval. Footnotes state that 1,500,000 preferred shares would convert into 21,000,000 common shares at a conversion price of $0.14286 per share, defining the preferred-to-common exchange ratio.

Does David Lazar’s Sow Good (SOWG) Form 4 show any stock sales?

The Form 4 shows no sales by David Lazar. Both reported transactions are classified as acquisitions: a grant/award of 5,740,000 common shares and an exercise or conversion of 410,000 Series AA Preferred shares into common stock at the specified conversion price.