Sow Good Inc.·4

Feb 18, 5:49 PM ET

Goldfarb Ira 4

4 · Sow Good Inc. · Filed Feb 18, 2026

Research Summary

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Updated

Sow Good (SOWG) 10% Owner Ira Goldfarb Converts Notes into 1.65M Shares

What Happened

  • Ira Goldfarb, a reported 10% owner of Sow Good, converted senior convertible promissory notes (derivative securities) into a total of 1,654,190 shares of common stock on February 12, 2026. The conversions were executed at $0.35 per share, representing an acquisition value of about $578,967. The Form 4 shows two related conversion entries of 827,095 shares each (one labeled as a derivative conversion), which together comprise the total share issuance.

Key Details

  • Transaction date: 2026-02-12; Filing date: 2026-02-18.
  • Price: $0.35 per share; Shares acquired: 1,654,190; Total value ≈ $578,967.
  • Footnotes: conversions relate to Senior Convertible Promissory Notes that are convertible by holders based on a five-day average closing price prior to the new note issuance (see F5). Holdings are held through trusts and LLCs for which Mr. Goldfarb is a trustee or sole member (F1–F3), and some shares/notes are jointly held with his spouse (F4, F6).
  • Shares owned after the transaction are not specified in the provided excerpt.
  • Filing timeliness: The Form 4 was filed six days after the transaction date; this appears later than the SEC’s usual two-business-day posting requirement for Form 4s.

Context

  • This was a conversion of debt (convertible notes) into equity — an acquisition of shares rather than an open-market purchase. For retail investors, conversions can increase an insider’s direct equity stake but also dilute existing shareholders. As a 10% owner, Mr. Goldfarb’s transactions reflect related-party holdings (through trusts/LLCs) rather than arm’s-length executive open-market trading.

Insider Transaction Report

Form 4
Period: 2026-02-12
Goldfarb Ira
Director10% Owner
Transactions
  • Conversion

    Common Stock

    [F4]
    2026-02-12$0.35/sh+827,095$289,4831,975,451 total
  • Conversion

    Senior Convertible Promissory Note

    [F5][F6]
    2026-02-12$0.35/sh+827,095$289,4833,521,114 total
    Exercise: $0.35From: 2025-04-28Exp: 2025-04-30Common Stock (3,521,114 underlying)
Holdings
  • Common Stock

    [F1]
    (indirect: By Trust)
    557,646
  • Common Stock

    [F1]
    (indirect: By Trust)
    682,646
  • Common Stock

    [F1]
    (indirect: By Trust)
    807,646
  • Common Stock

    [F1]
    (indirect: By Trust)
    870,146
  • Common Stock

    [F1]
    (indirect: By Trust)
    1,057,646
  • Common Stock

    [F2]
    (indirect: By LLC)
    25,000
  • Common Stock

    [F3]
    (indirect: By LLC)
    1,620,973
Footnotes (6)
  • [F1]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.
  • [F2]Shares held by IG Union Bower, LLC of which Mr. Ira Goldfarb is the sole member.
  • [F3]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.
  • [F4]Mr. Goldfarb owns 556,072 shares held 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.
  • [F5]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.
  • [F6]Mr. Goldfarb owns 292,425 shares underlying the senior convertible promissory note 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.
Signature
/s/ Ira Goldfarb|2026-02-18

Documents

1 file
  • 4
    ownership.xmlPrimary

    4