Lendway Director adds to holdings via deferred comp plan – Form 4

Rhea-AI Filing Summary

Form 4 filing for Lendway, Inc. (LDWY) dated 07/02/2025 reports insider activity by Director and 10% owner Nicholas J. Swenson.

• Transaction date: 06/30/2025.
• Derivative acquisition: 1,093 Common Stock Equivalents (economic equivalent of one LDWY share each) acquired at a reference price of $5.03 under the company’s Deferred Compensation Plan for Directors. Code “A” (acquisition).
• Post-transaction holdings:
  • Direct ownership: 3,300 common shares.
  • Indirect ownership: 139,444 shares via AO Partners I, L.P.; 60,284 shares via Groveland Capital LLC; 11,428 shares via Glenhurst Co.
  • Derivative holdings: 10,589 Common Stock Equivalents.
• The filing notes that the reporting person and related entities form part of a Schedule 13D group (with Air T, Inc.) that collectively owns more than 10% of LDWY’s outstanding common stock. Each party disclaims beneficial ownership of the others’ shares beyond pecuniary interest.
• No dispositions or sales were reported.

The purchase increases Mr. Swenson’s derivative position and signals continued alignment with shareholder interests; however, the absolute size (≈1.1 k shares) is modest relative to his existing >200 k share exposure.

Insights

Financial Analyst

TL;DR — Small insider purchase adds to already large stake; positive signal but limited quantitative impact.

The acquisition of 1,093 stock equivalents increases Mr. Swenson’s derivative holdings to 10,589 and sustains his aggregate exposure above 225 k shares (direct, indirect and derivative). As a director and 10% owner, any purchase is watched closely by investors for sentiment cues. The filing shows no sales, preserving the existing ownership structure. Because the transaction represents less than 1% of his total position, the market impact is likely modest, but it reinforces board-level confidence in LDWY’s outlook.

Corporate Governance Specialist

TL;DR — Deferred-comp plan election reflects long-term alignment; governance stance unchanged.

Mr. Swenson elected to defer director fees into equity units, tying compensation to future stock performance. Such use of the Deferred Compensation Plan generally aligns director incentives with shareholder value creation. The 13D group structure remains intact, with clear disclaimers on cross-ownership to avoid control issues. No red flags appear regarding insider selling or complex derivatives. Overall governance risk profile is steady, with a slight positive tilt due to incremental share-equivalent accumulation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Swenson Nicholas John

(Last) (First) (Middle)

5000 WEST 36TH STREET

SUITE 130

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LENDWAY, INC. [ LDWY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								3,300	D(1)
Common Stock								139,444	I(2)	AO Partners I, L.P.(1)
Common Stock								60,284	I(2)	Groveland Capital LLC(1)
Common Stock								11,428	I(2)	Glenhurst Co.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Equivalent	(3)	06/30/2025		A		1,093		(3)	(3)	Common Stock	1,093	$5.03	10,589	D

Explanation of Responses:

1. Each of the parties herein may be deemed to be a member of a Section 13(d) group disclosed in a Schedule 13D filed on behalf of the parties and Air T, Inc., the other member of such group. The members of this Section 13(d) group collectively own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the parties disclaims beneficial ownership of the shares of Common Stock held by the other members of this Section 13(d) group except to the extent of his or its pecuniary interest therein. The securities reported herein do not include any securities held by Air T, Inc., as such shares are reported in a separate filing.

2. Note the following with regard to Groveland Capital LLC ("Groveland Capital"); AO Partners I, L.P. ("AO Partners Fund"); AO Partners, LLC, the General Partner to the AO Partners Fund ("AO Partners"); and Glenhurst Co. ("Glenhurst"): Mr. Swenson is the Managing Member of Groveland Capital and may direct Groveland Capital as to the vote and disposition of the shares of Common Stock it holds; Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, and has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund; and Mr. Swenson is the sole owner of Glenhurst, and he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of Glenhurst.

3. Each Common Stock Equivalent is the economic equivalent of one share of Lendway, Inc. common stock. The Common Stock Equivalents were acquired pursuant to the Lendway, Inc. Deferred Compensation Plan for Directors (the "Plan"), whereby Directors may elect to defer receipt of cash fees. The Common Stock Equivalents will be settled (i) in Lendway, Inc. common stock upon a separation from service with the Company or (ii) in cash upon an earlier change in control of the Company.

	/s/ Nicholas J. Swenson	07/02/2025
	** Signature of Reporting Person	Date
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