Lendway Inc SEC Filings

Lendway, Inc. (LDWY) filed its quarterly report and reported weaker results. Revenue, net was $5,153,000 versus $6,628,000 a year ago, and gross margin swung to a loss at (1.2%) from 21.7%. Operating loss widened to $3,043,000, and net loss attributable to Lendway was $2,854,000, or $1.61 per share.

Inventory rose to $18,799,000 as the company purchased approximately $11,000,000 of Dutch tulip bulbs to prepare for peak spring demand, contributing to net cash used in operating activities of $9,927,000. Long-term debt, net increased to $36,851,000. The company drew $8,575,000 on its revolving credit facility and entered into $4,000,000 of unsecured related‑party promissory notes at 13.5% to fund Bloomia operations. A Second Amendment temporarily raised revolver capacity to $10,000,000 and broadened eligible inventory until April 30, 2026.

Management cited seasonality and higher bulb costs, tariffs, and freight as headwinds this quarter, while expecting revenue and margin to improve later in fiscal 2026. A new risk factor notes the federal government shutdown may delay H‑2A seasonal worker visas, which could reduce production or increase labor costs.

Lendway, Inc. filed an 8-K stating it has furnished a press release announcing financial results for the three months ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference.

The company notes the information is furnished and not deemed filed under Section 18 of the Exchange Act. Lendway’s common stock trades on Nasdaq under the symbol LDWY.

Lendway, Inc. describes board and compensation committee responsibilities, audit‑committee oversight, and recent governance updates for stockholders. The compensation committee nominates directors, reviews and recommends executive pay and benefits, evaluates Co‑Chief Executive Officers' performance, assesses bonus target achievement, administers the stock and incentive plans, and approves equity grants. The company adopted a clawback policy that applies to incentive compensation awarded on or after October 2, 2023 and requires recovery of erroneously awarded incentive pay following an accounting restatement tied to material noncompliance with financial reporting rules. The audit committee met with the independent registered public accounting firm to review audit scope, results, internal controls and independence. The company reports 1,769,599 shares issued and outstanding, 22,945 shares available under the Employee Stock Purchase Plan, and 79,576 shares available for future awards under the 2018 Equity Incentive Plan.

Nicholas J. Swenson, a Director and reported 10% owner of Lendway, Inc. (LDWY), reported transactions dated 09/30/2025. He disposed of 3,300 shares of common stock and, following that transaction, beneficially owns 139,444 shares in total (held indirectly through entities including AO Partners I, L.P. with 60,284 shares and Groveland Capital LLC with 11,428 shares). Separately, Mr. Swenson acquired 1,008 Common Stock Equivalents under the company’s Director Deferred Compensation Plan at an indicated per-equivalent amount of $5.4523, bringing his reported derivative-equivalent holdings to 11,597 Common Stock Equivalents. The filing notes the parties may be part of a Section 13(d) group that collectively owns more than 10% of the outstanding common stock. The Form is signed on 10/02/2025.

Director Matthew Kelly acquired 779 common stock equivalents of Lendway, Inc. (LDWY) on 09/30/2025 under the company’s director deferred compensation plan. Each common stock equivalent represents the economic equivalent of one share of common stock and the reported per-equivalent price is $5.4523. After the transaction, Mr. Kelly beneficially owned 7,881 shares (direct).

The deferred compensation plan allows directors to elect to receive fees as common stock equivalents that will be settled in actual Lendway common stock upon a separation from service or in cash if an earlier change in control occurs. The Form 4 discloses the grant/acquisition amount, the conversion economics, and the ownership total following the reported transaction.

Chad Bruce Johnson, a director of Lendway, Inc. (LDWY), reported an acquisition on 09/30/2025 of 779 common stock equivalents under the company's Deferred Compensation Plan for Directors at an economic price of $5.4523 per equivalent. After the transaction, Mr. Johnson beneficially owns 13,432 shares (direct). The filing states these common stock equivalents will be settled in common stock upon separation from service or in cash upon an earlier change in control. The Form 4 was signed by an attorney-in-fact, Joyce E. Kobilka, on 10/02/2025.

Mary Herfurth, a director of Lendway, Inc. (LDWY), acquired 1,008 Common Stock Equivalents on 09/30/2025 under the company’s Deferred Compensation Plan for Directors. The reported per-unit value was $5.4523, and after the transaction she beneficially owns 10,201 shares on a direct basis.

The Common Stock Equivalents represent the economic equivalent of one share each and will be settled in common stock upon a separation from service or in cash upon an earlier change in control. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on 10/02/2025.

Lendway, Inc. presents portions of its preliminary proxy materials describing governance and compensation committee responsibilities, audit committee activities, and equity plan status. The governance/compensation committee nominates director slates, reviews and recommends base salaries, incentive compensation, employment agreements and benefits for its Co-Chief Executive Officers and key executives, evaluates executive performance and bonus targets, administers equity and incentive plans, approves equity grants, and oversees compensation-related SEC disclosures. The audit committee met with the independent registered public accounting firm to review audit scope, results, internal controls and auditor independence. The company reports 1,769,599 shares issued and outstanding, 22,945 shares available under the Employee Stock Purchase Plan, and 79,576 shares available for future awards under the 2018 Equity Incentive Plan.