[Form 4] LENDWAY, INC. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Director acquisition of 779 common stock equivalents increases insider alignment with shareholders
• Beneficial ownership rose to 7,881 shares, a transparent, reportable change in insider stake

Negative

• None.

Insights

Corporate Governance Expert

Insider deferral increased direct ownership by 779 equivalents, now 7,881 shares.

The reported acquisition shows a director elected deferred compensation converted into 779 common stock equivalents at a stated economic price of $5.4523. This increases the director’s direct beneficial ownership to 7,881 shares, a concrete change in insider holdings.

The Plan’s settlement terms—conversion to stock upon separation or cash on an earlier change in control—define when these equivalents become actual shares or cash proceeds. This filing discloses the specific transaction size and ownership level relevant to shareholder ownership calculations.

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

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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).

1. Name and Address of Reporting Person^*

Kelly Matthew

(Last) (First) (Middle)

5000 WEST 36TH STREET, STE 200

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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	(1)	09/30/2025		A		779		(1)	(1)	Common Stock	779	$5.4523	7,881	D

Explanation of Responses:

1. 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/ Joyce E Kobilka, Attorney-in-Fact	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Matthew Kelly report for LDWY on 09/30/2025?

Mr. Kelly acquired 779 common stock equivalents of LDWY on 09/30/2025 under the director deferred compensation plan.

How many LDWY shares does Matthew Kelly beneficially own after the transaction?

Following the reported transaction, he beneficially owned 7,881 shares (direct).

At what price were the common stock equivalents recorded?

The Form 4 lists the per-equivalent price as $5.4523.

How will the common stock equivalents be settled under Lendway’s plan?

They will be settled in Lendway common stock upon separation from service or in cash upon an earlier change in control.

Does the Form 4 indicate this filing was a joint report?

No. The Form 4 indicates it was filed by one reporting person (individual filing).