Goldfarb Ira 4

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.