[Form 5] Sow Good Inc. Annual Statement of Beneficial Ownership

Rhea-AI Filing Summary

Sow Good Inc. (SOWG) – Form 5 insider filing: Director Chris Ludeman reported the acquisition of 21,505 shares of Sow Good common stock on 02/11/2025 at a reported price of $2.79 per share (Transaction Code A4). Following the purchase, Ludeman’s total beneficial ownership stands at 151,451 shares. The filing notes that 97,058 of those shares are held jointly with his spouse under rights of survivorship.

No derivative securities were reported, and there were no dispositions during the issuer’s 2024 fiscal year. The transaction was disclosed in the annual Form 5, which aggregates any insider trades not previously reported on Forms 3 or 4. As Ludeman serves as a company director, the incremental share accumulation may signal long-term confidence and tighter alignment between board oversight and shareholder interests. The document bears Ludeman’s manual signature dated 06/23/2025 and contains the standard SEC reminders regarding accuracy and filing obligations.

Positive

• Director insider purchase: Chris Ludeman acquired 21,505 shares at $2.79, increasing his stake to 151,451 shares.
• Alignment of interests: 97,058 shares are held jointly with spouse, indicating a long-term commitment to the company.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director adds 21.5k SOWG shares at $2.79, boosting stake to 151k; signals insider confidence, no negatives disclosed.

The open-market style acquisition (Code A4) increases insider ownership by roughly 17% versus the previously reported 129,946 shares, taking the director’s total to 151,451. While the dollar value (~$60k) is modest in absolute terms, insider buying is generally interpreted as a positive sentiment indicator, especially when executed outside of option grants or automatic equity plans. The absence of derivative positions or sales further underscores a net positive insider flow for FY 2024. Investors should, however, contextualize the purchase size relative to Sow Good’s total shares outstanding and daily liquidity before drawing firm conclusions.

Corporate Governance Expert

TL;DR: Filing shows proactive compliance and growing board alignment via direct equity ownership; governance risk remains unchanged.

Annual Form 5 filings often reveal smaller, year-end housekeeping trades. In this case, the director’s incremental buy and the joint tenancy structure with a spouse suggest a stable, long-term holding pattern. The move aligns with best-practice governance guidelines that encourage meaningful director ownership to mitigate agency risk. No red flags such as late filings, Rule 10b5-1 plans, or complex derivative hedges are present. As a result, the disclosure is impactful from a sentiment perspective but neutral with respect to governance risk.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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:			3235-0362
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hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

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^*

Ludeman Chris

(Last) (First) (Middle)

1440 NORTH UNION BOWER RD.

(Street)

IRVING TX 75061

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	02/11/2025		A4	21,505	A	$2.79	151,451	D(1)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 97,058 shares held as joint tenants with right of survivorship with Mr. Ludeman's spouse, Lynda Ludeman.

	/s/ Chris Ludeman	06/23/2025
	** 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

How many SOWG shares did Director Chris Ludeman acquire?

He purchased 21,505 shares of Sow Good common stock.

At what price were the shares acquired?

The reported acquisition price was $2.79 per share.

What is Ludeman's total beneficial ownership after the transaction?

He now beneficially owns 151,451 shares.

Does the Form 5 disclose any derivative securities?

No, no derivative positions were reported.

For which fiscal year is this Form 5 filed?

It covers the issuer’s fiscal year ended 12/31/2024.

What is Chris Ludeman’s relationship to Sow Good Inc.?

He is listed as a Director of the company.