NASDAQ: SOWG

Products

Sow Good sells freeze-dried candy and snack products through a distributor. The freeze drying process removes up to 99% of moisture from products in their frozen state through the application of low heat in a near-vacuum environment, concentrating flavor and producing a uniquely crunchy texture with a long shelf life and natural preservation characteristics.

Facilities

Prior to the December 30, 2025 asset sale, the Company operated a custom-built 20,945 square foot freeze drying facility located at 1440 N. Union Bower Road, Irving, Texas, which was leased under a related party lease with Mr. Goldfarb, and housed six bespoke, proprietary freeze dryers capable of producing up to 24 million units of freeze dried candy annually. The manufacturing equipment were among the assets transferred to Trea Grove, LLC as part of the asset sale, and the lease was exited. Sow Good maintains an approximately 10,000 square foot warehouse for remaining inventory, leased through July 2026.

Founders and Background

Sow Good was co-founded by Claudia Goldfarb and Ira Goldfarb. Mr. Goldfarb and Mrs. Goldfarb are also the Managing Members of Trea Grove, LLC, the buyer in the December 2025 asset sale and the Company's exclusive distributor. See "Related Party Transactions" for a full description of those arrangements.

Our Market Opportunity

We believe the candy category is stagnant, repetitive, and in need of revitalization to reengage and captivate consumers seeking innovative ways to satisfy their sweet cravings. We see our market opportunity existing at the intersection of two categories: the burgeoning freeze dried candy category and the non-chocolate confections category. While we observed the freeze dried candy category experience a significant rise in popularity during 2024 and the first half of 2025, we have observed market data showing a significant decline in sales in the freeze dried candy category toward the end of 2025. For these reasons, the Company has transitioned to a

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capital-light model for the duration of the Distribution Agreement. The Company's board and management are evaluating strategic alternatives for the business going forward.

A Distinctive and Trusted Brand Name

We believe we have a distinctive brand that consumers trust and helps distinguish our product on crowded retail shelves. Since Sow Good’s inception, we have invested heavily to elevate the Sow Good brand by creating a distinctive and cohesive brand design that sparks consumer curiosity and a desire to sample additional flavors carried by Sow Good. In addition, we use premium packaging materials to communicate the high-quality nature of our products and differentiate ourselves from competitive offerings.

Our Growth Strategy

Following the sale of substantially all manufacturing and operating assets and the entry into a long-term Distribution Agreement, Sow Good Inc. now operates as a commission-based distribution and brand-focused company. We do not manufacture products. Our business model is centered on developing and supporting the Sow Good brand, driving consumer demand, and earning a fixed percentage of distributor gross receipts from sales of Sow Good-branded products.

Our growth strategy is focused on three primary elements: (i) maintaining a lean, asset-light operating structure while we pursue strategic alternatives; (ii) strengthening brand awareness and consumer engagement; and (iii) expanding distribution through our distribution partner.

Maintain an Asset-Light Operating Structure While We Pursue Strategic Alternatives

Our current business model is asset-light and does not require ownership of manufacturing facilities, production equipment, or inventory. We believe this structure provides flexibility, scalability, and reduced capital requirements relative to a vertically integrated manufacturing model, while allowing management to focus on pursuing strategic alternatives. Given the substantial decline in sales experienced by the freeze dried candy category, and with the benefit of the proceeds from the Private Placement, our management is reviewing strategic alternatives to create shareholder value in adjacent categories as well as other industries.

Strengthen Brand Awareness and Consumer Engagement

We believe brand recognition and consumer loyalty are critical drivers of long-term value. We seek to build a trusted brand associated with novel, high-quality freeze-dried treats that consistently deliver a differentiated sensory experience. Our efforts are focused on increasing brand visibility across digital channels, social media platforms, and retail environments, as well as supporting marketing initiatives that drive consumer trial and repeat purchases.

We work collaboratively with our distribution partner to support retail launches, merchandising initiatives, and promotional campaigns designed to increase shelf presence, improve sell-through velocity, and expand consumer awareness of the Sow Good brand.

Expand Distribution Through Our Distribution Partner

Under the Distribution Agreement, our distribution partner is responsible for sales, order fulfillment, warehousing, logistics, and customer relationships with retailers and distributors. Our role is to support and influence distribution expansion through brand development, product strategy, and marketing support. Growth in distribution footprint and sell-through directly increases gross receipts earned by our distribution partner, from which we earn a fixed commission.

Our Products

Sow Good operates as a brand owner and brand steward of freeze-dried snack products marketed under the Sow Good name. Product manufacturing, packaging, and distribution are performed by third parties under contractual arrangements. Current product categories include freeze-dried candy marketed under the Sow Good Candy brand, as well as other freeze-dried snack concepts under development.

Sow Good Candy – Freeze-Dried Candy

Sow Good Candy consists of freeze-dried versions of familiar gummy, chewy, and hard candies transformed into crunchy snack formats with concentrated flavor and expanded texture. Products are offered in a variety of flavor profiles, shapes, and pack sizes.

Supply Chain and Manufacturing

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Sow Good does not manufacture products and does not own or operate production facilities. Manufacturing, packaging, and sourcing of raw materials are performed by third-party partners engaged by our distribution partner.

We rely on our distribution partner to manage relationships with manufacturers and suppliers, maintain appropriate quality standards, and ensure compliance with applicable food safety and regulatory requirements. We work collaboratively with our partners to support product specifications, quality expectations, and brand standards.

Quality Control

We expect our manufacturing partners to operate in compliance with applicable FDA, USDA, and other regulatory requirements and to maintain food safety and quality certifications appropriate for the products manufactured. Our distribution partner is responsible for overseeing quality assurance processes, while we provide brand-level input regarding product standards and consumer expectations.

Sales Channels and Product Distribution

Sow Good-branded products are sold to retailers and distributors through our distribution partner. We do not sell products directly to retailers or consumers and do not maintain an e-commerce fulfillment operation. Products are distributed across conventional grocery, natural and specialty grocery, club, and convenience store channels, as well as other retail formats, depending on distribution partner relationships and market opportunities.

Sales and Marketing

We maintain a lean internal team focused on partner coordination. Our role is to support distribution efforts.

Competition

Sow Good competes in the freeze-dried candy and snack categories and, more broadly, within the packaged snack food market. Competition includes large multinational food companies, regional brands, and smaller specialty snack producers. Competitive factors include brand recognition, product differentiation, quality, price, innovation, distribution reach, and marketing effectiveness.

Culture, Employees and Human Capital Resources

As of December 31, 2025, we had a small team of employees primarily focused on executive management, finance, and partner coordination. We believe our culture emphasizes accountability and disciplined execution. Our human capital strategy is centered on retaining a lean, highly skilled workforce aligned with our asset-light business model.

We maintain TikTok, Instagram, and Facebook accounts under the username @thisissowgood. Our social media presence allows us to directly connect with our audience and field customer service requests.

Our Competition

Our brands primarily operate within the freeze dried candy and non-chocolate confections categories, but we also compete within the larger conventional packaged food category. The categories and markets we operate in are highly competitive and comprised of a diverse set of participants that include global multinational, national, regional, and local firms offering branded and/or private label products. Some of these competitors may have greater financial and other resources, longer operating histories, a broader assortment of product offerings, products that are well-accepted in the marketplace, more established relationships with retailers, and greater brand visibility among consumers.

Within the conventional packaged food category, our competitors include, but are not limited to, Nestlé S.A., The Hershey Company, Mars Inc., PepsiCo, Inc., Van Drunen Farms, Mondelēz International, Haribo. Within the freeze dried candy category, we believe our primary direct competitors are both larger companies, like Mars, Inc. or the Hershey Company, and smaller or local companies that have significantly lower production capacity, distribution and/or branding, and includes such firms such as Crazy Candy and Trendy Treats.

We believe the principal competitive factors for our business are taste, product quality, brand recognition and loyalty, price, convenience, product variety and innovation, customer service, access to retailer shelf-space, effectiveness of marketing and promotional activity, and the ability to respond to evolving customer preferences. While we believe we can compete favorably with respect to each of these factors, there is no guarantee that we will be able to compete effectively against our current or future competitors, particularly those with greater financial and market resources.

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Culture, Employees and Human Capital Resources

Sow Good firmly believes that we can all plant positive seeds to sow a better version of ourselves, our communities, and our world. We plant our seeds by coming into work each day dedicated to creating delicious treats that enrich the lives of our customers, partners and employees. We believe that we are only as excellent as our employees, which is why we provide a living wage, an energizing working environment, full benefits, and stock options to every employee. We strive for nothing short of excellence because that is what our customers, employees, and environment deserve. We believe that our company culture has been and will continue to be a key contributor to the fulfillment of this commitment. Our culture enables us to foster the creativity, teamwork, focus, and innovation we need to support our growth.

As of December 31, 2025, we had 8 full-time employees. Currently, none of our employees are covered by collective bargaining agreements. To date, we have never experienced an organized work stoppage, strike or labor dispute.

Our human resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards.

Office Locations

We do not own any real property. Prior to December 30, 2025, our principal executive office and manufacturing facility was located in Irving, Texas, where we leased approximately 20,945 square feet of space under a lease agreement with an entity owned entirely by Ira Goldfarb, a related party. On December 31, 2025, concurrently with the sale of our manufacturing assets, the Company exited that lease.

As of December 31, 2025, we lease a 9,900 square feet warehouse facility located in Dallas, Texas which we use to receive, store, package, and distribute our products. We believe that these facilities are sufficient to meet our current needs.

Trademarks and Other Intellectual Property

Our intellectual property consists primarily of trademarks, trade names, trade dress, copyrights, domain names, and related brand assets associated with the Sow Good brand. We do not own any registered patents.

Our intellectual property is a strategically important component of our business and is central to our brand-focused, asset-light operating model. We believe our trademarks and trade dress are valuable assets that reinforce the distinctiveness of the Sow Good brand, support consumer recognition, and contribute to building long-term brand equity. We consider the “Sow Good” name and the “Sow Good” logo, together with related product and packaging marks, to be among our most important intellectual property assets. Our products are marketed and sold under the Sow Good brand pursuant to our contractual arrangements with our distribution and manufacturing partner.

As of December 31, 2025, we owned two U.S. trademark registrations and had six pending U.S. trademark applications. We also own the registered domain names www.thisissowgood.com and www.sowginc.com. The information contained on or accessed through our websites does not constitute part of this report.

In addition to registered intellectual property, we rely on proprietary brand concepts, product concepts, packaging designs, marketing content, and other creative materials that are protected, where applicable, by copyright and trade secret laws. We treat the confidential aspects of our brand strategy, product concepts, marketing plans, and commercial relationships as proprietary and take reasonable measures to maintain their confidentiality.

We no longer rely on proprietary manufacturing processes, equipment designs, or production-related trade secrets as part of our business model. Manufacturing and production activities are performed by third-party partners, and we rely on contractual protections to safeguard our intellectual property and brand standards in those arrangements.

While there is no active litigation involving our intellectual property, we may be required from time to time to enforce or defend our rights. For additional information regarding risks related to our intellectual property portfolio, see “Risk Factors—Risks Related to Our Intellectual Property, Information Technology, and Privacy.”

Security, Privacy and Data Protection

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The regulatory environment surrounding information security and privacy is demanding, with the frequent imposition of new and changing requirements across our business. Various federal, state, and foreign legislative and regulatory bodies may expand current laws or regulations, enact new laws or regulations, or issue revised rules or guidance regarding privacy, data protection, information security, and consumer protection. We must comply with increasingly complex and rigorous laws and regulations regarding privacy and the collection, storage, use, processing, transfer, transmission, disclosure, and protection of personal and other data, which require us, among other things, to maintain reasonable and appropriate data security measures and to provide timely notice to individuals and regulators in the event that such personal information is compromised.

Earning and maintaining the trust of our customers, consumers, supply chain partners, employees, and securityholders is critical to the success and growth of our business, and we take significant measures to protect the privacy and security of their personal data and to comply with applicable laws. We have established and maintain an information security program, which is aligned with applicable standards and regulations, including Payment Card Industry Data Security Standard (“PCI-DSS”). In November 2020, California voters passed the California Privacy Rights Act (“CPRA”), which became fully effective on January 1, 2023. The CPRA imposed additional data privacy compliance requirements on companies covered by the legislation, including the expansion of consumers’ rights with respect to certain sensitive personal information. The CPRA also established a new regulatory agency dedicated to enforcing the requirements of the California Consumer Privacy Act (“CCPA”) and CPRA. The effects of the CCPA and CPRA may require us to continue to materially modify our data processing practices and policies and to incur substantial compliance-related costs and expenses. We must also comply with laws on advertising, including the Telephone Consumer Protection Act (“TCPA”) the Telemarketing Sales Rule, and Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”).

Our team of professionals works to identify and mitigate risks, implement best practices, and continue to evaluate ways to improve our information security. These steps include data encryption in transit and at rest, network security, limiting and authorizing access controls, and multi-factor authentication for access to systems with data. We also employ regular system monitoring, logging, and alerting to retain and analyze the security state of our corporate and production infrastructure. In addition, we take appropriate steps to help ensure that appropriate security measures are maintained by the third-party vendors we use, including by conducting security reviews.

Government Regulation

The food industry is highly regulated. We and our suppliers are subject to extensive laws and regulations in the United States by federal, state, and local government authorities, or by federal, state, and local government authorities in other jurisdictions where they are located. These laws and regulations apply to many aspects of our business, including the manufacture, packaging, labeling, distribution, advertising, sale, quality, and safety of our products, as well as the health and safety of our employees and the protection of the environment.

Our business is subject to extensive regulation by the FDA and the U.S. Federal Trade Commission (“FTC”), and other federal, state, and local authorities in the United States, and any other jurisdictions in which we may manufacture or sell our products. Specifically, in the United States, we and our products are subject to the requirements of the FDA and regulations promulgated thereby. This comprehensive regulatory program governs the manufacturing, nutritional value, composition and ingredients, packaging, labeling, and safety of food. Under this program, the FDA requires that facilities that manufacture food products comply with a range of requirements, including hazard analysis and preventative controls regulations, GMPs, and supplier verification requirements. Our processing facilities are subject to periodic inspection by foreign, federal, state, and local authorities. For example, our Irving, Texas facility is subject to periodic inspections by the FDA and Occupational Safety and Health Administration to evaluate compliance with certain applicable requirements. We seek to comply with applicable laws and regulations through a combination of employing internal experience and expert personnel to monitor quality-assurance compliance, and we contract with third-party laboratories that conduct analyses of new products to establish nutrition labeling information and to help identify certain potential contaminants before distribution.

The FDA’s Foreign Supplier Verification Program requires that the U.S. owner or consignee of imported food take steps to verify that the foreign supplier of imported food is manufacturing the food in accordance with FDA requirements, that the importer understand what hazards the foreign supplier is controlling and how those hazards are controlled, and that this oversight program is documented. The regulation is being implemented using a tiered series of compliance dates based on the size of the U.S. importer and the foreign supplier. We have developed a program that we believe is in compliance with this regulation and are monitoring its ongoing implementation.

The FDA also requires that certain nutrition and product information appear on our product labels and, more generally, that our labels and labeling be truthful and not misleading. Similarly, the FTC requires that our marketing and advertising be truthful, not misleading, and not deceptive to consumers. We are also restricted from making certain types of claims about our products, including nutrient content claims, health claims, and claims regarding the effects of our products on any structure or function of the body, whether express or implied, unless we satisfy certain regulatory requirements and our representations are not misleading. Further, we must comply with additional laws impacting our advertising, including the TCPA, the Telemarketing Sales Rule, and the CAN-SPAM Act.

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In addition to federal regulatory requirements in the United States, certain states impose their own manufacturing and labeling requirements. For example, every state in which our products are manufactured requires facility registration with the relevant state food safety agency, and those facilities are subject to state inspection as well as federal inspection. Further, states can impose state-specific labeling requirements, such as Proposition 65 in California.

We are currently subject to international laws and regulations where we manufacture our products, and to the extent we commence selling and distributing our products internationally, we will become subject to additional laws and regulations.

We are also subject to labor and employment laws, laws governing advertising, privacy laws, safety regulations, and other laws, including consumer protection regulations that regulate retailers or govern the promotion and sale of merchandise. Our operations, and those of our suppliers and any potential co-manufacturers, are also subject to various laws and regulations relating to environmental protection and worker health and safety matters.

Although we have implemented policies and procedures designed to comply with existing laws and regulations, we operate in a highly regulated environment with constantly evolving legal and regulatory frameworks. Consequently, we are subject to heightened risk of legal claims, government investigations, or other regulatory enforcement actions.

Legal Proceedings

From time to time, we may be involved in various disputes and litigation matters that arise in the ordinary course of business. We are not currently engaged in any material legal proceedings.

Corporate Information

Sow Good Inc. (“SOWG,” “Sow Good,” “us,” “our,” “we,” or the “Company”) is a U.S.-based brand owner and commission-based distributor of freeze-dried candy and snack products. Following the sale of substantially all manufacturing and operating assets and the entry into a long-term Distribution Agreement, the Company no longer manufactures products and instead earns a fixed percentage of distributor gross receipts from sales of Sow Good-branded products.

Formerly Black Ridge Oil & Gas, Inc. (a business that participated in the acquisition and development of oil and gas leases and was acquired by the Company on October 1, 2020), the Company initially focused on the production of freeze-dried fruits and vegetables, later expanding into freeze-dried candy and other snacks prior to transitioning to its current asset-light operating model.

At the time of the acquisition of Black Ridge Oil & Gas, Inc., the Company’s common stock began to be quoted on the OTCQB under the trading symbol “SOWG,” from the former trading symbol “ANFC.” Prior to April 2, 2012, Black Ridge Oil & Gas was known as Ante5, Inc., a publicly traded company since July 1, 2010. Effective February 15, 2024, Sow Good Inc. reincorporated in the State of Delaware from the State of Nevada under the name Sow Good Inc. pursuant to a plan of conversion. On May 2, 2024, trading of the Company’s common stock commenced on the Nasdaq Capital Market.

Our principal executive offices are located at 1440 N. Union Bower Road, Irving, Texas 75061, and our telephone number is (214) 623-6055. Our website addresses are www.thisissowgood.com and www.sowginc.com. Information contained on, or accessible through, our websites is not incorporated by reference into this report, and you should not consider information on our websites to be part of this report.

Available Information – Reports to Security Holders

Our website addresses are www.thisissowgood.com and www.sowginc.com. We make available on our www.sowginc.com website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports after we electronically file those materials with, or furnish those materials to, the SEC, along with certain other materials. Electronic filings with the SEC are also available on the SEC internet website at www.sec.gov.

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