Lazar David E. 4

What Happened
David Lazar, a director of Sow Good, acquired 5,740,000 common shares on March 31, 2026 as a result of converting Series AA preferred stock. The converted common shares are reported at a conversion price of $0.14286 per share (total value ≈ $819,672). This follows a December 31, 2025 transaction in which Mr. Lazar acquired 410,000 Series AA preferred shares at $2.00 per preferred share (total paid $820,000).

Key Details

• Transaction dates and amounts:
  • 2025-12-31: Issuance/acquisition of 410,000 Series AA preferred shares at $2.00 each (total $820,000) — reported as derivative-related (code M).
  • 2026-03-31: Conversion/award of 410,000 preferred into 5,740,000 common shares at $0.14286 per share (value ≈ $819,672) — reported as grant/acquisition (code A).
• Shares owned after transaction: Not disclosed in the Form 4 filing.
• Footnotes of note:
  • The Company issued Series AA Preferred on 12/31/2025; those preferred shares convert into common stock at $0.14286 per share once stockholder approval is obtained (the filing ties the preferred issuance and subsequent conversion together).
  • Footnote F3 confirms the 5,740,000 common shares resulted from converting 410,000 Series AA preferred shares.
• Filing timeliness: Form 4 filed 2026-04-02 for a 2026-03-31 report date; no late filing flag indicated.

Context
This is a conversion of preferred stock into common shares (derivative conversion), not an open-market buy or sale of common stock. The director initially paid $820K for the preferred instrument and later received common shares based on the stated conversion rate. Such conversions reflect capital-raising and instrument terms rather than an explicit buy/sell signal about the director’s market view.