Lifeway Foods (NASDAQ: LWAY) sets new deferred cash incentive forms

Rhea-AI Filing Summary

Lifeway Foods, Inc. reported that its Compensation Committee approved new forms for deferred cash awards under the company’s 2022 Omnibus Incentive Plan. These include a Notice of Deferred Time-Vested Cash Award and a Notice of Deferred Performance-Based Cash Award, which will govern how certain cash incentives are structured and deferred.

The two forms are provided as exhibits to the report, signaling a formal framework for both time-based and performance-linked deferred cash compensation for eligible participants under the plan.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2026

LIFEWAY FOODS, INC.

(Exact name of registrant as specified in its charter)

ILLINOIS		000-17363		36-3442829
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6431 Oakton St. Morton Grove, IL		60053
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (847) 967-1010

          N/A          

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	LWAY	The Nasdaq Stock Market
Preferred Stock Purchase Rights	None	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b 2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Results of Operations and Financial Condition.

(e)       On March 6, 2026, pursuant to the Lifeway Foods, Inc. (the “Company”) 2022 Omnibus Incentive Plan (the “Plan”) the Compensation Committee of the Board of Directors of the Company approved the form of Notice of Deferred Time-Vested Cash Award under the Plan (the “Time-Vested Cash Award Notice Form”) and the form of Notice of Deferred Performance-Based Cash Award under the Plan (the “Performance-Based Cash Award Notice Form” and, together with the Time-Vested Cash Award Notice Form, the “Plan Deferred Cash Award Notice Forms”).

The foregoing description of the Plan Deferred Award Cash Notice Forms is qualified in its entirety by reference to the full text of the Time-Vested Cash Award Notice Form and the Performance-Based Cash Award Notice Form, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10.1	Form of Notice of Deferred Time-Vested Cash Award
10.2	Form of Notice of Deferred Performance-Based Cash Award
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LIFEWAY FOODS, INC.
Date: March 11, 2026		By:	/s/ Eric Hanson
			Name:	Eric Hanson
			Title:	Chief Financial Officer

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FAQ

What did Lifeway Foods (LWAY) disclose about its compensation plans on March 6, 2026?

Lifeway Foods disclosed that its Compensation Committee approved formal notice forms for deferred time-vested and performance-based cash awards under the 2022 Omnibus Incentive Plan. These documents define how certain future cash incentives can be awarded, deferred, and administered for eligible participants.

What is the Lifeway Foods (LWAY) 2022 Omnibus Incentive Plan?

The 2022 Omnibus Incentive Plan is Lifeway Foods’ framework for granting incentives to eligible participants, including equity or cash-based awards. The newly approved deferred cash award notice forms operate under this plan and specify detailed terms for time-based and performance-based deferred cash compensation arrangements.

What are the new deferred time-vested cash awards at Lifeway Foods (LWAY)?

The new deferred time-vested cash awards use a standard notice form that outlines how cash incentives vest over time and are deferred for participants. This form clarifies conditions, timing, and structure for these awards under the company’s 2022 Omnibus Incentive Plan, providing consistent documentation.

What are the new deferred performance-based cash awards at Lifeway Foods (LWAY)?

Deferred performance-based cash awards at Lifeway Foods now follow a specific notice form that ties cash payments to performance conditions and deferral terms. This document details how performance goals influence award earning, timing, and payout under the 2022 Omnibus Incentive Plan framework.

Who approved the new deferred cash award forms for Lifeway Foods (LWAY)?

The Compensation Committee of Lifeway Foods’ Board of Directors approved the new deferred cash award notice forms on March 6, 2026. Their action formalizes standardized documentation for both time-vested and performance-based deferred cash incentives within the existing 2022 Omnibus Incentive Plan.

Where can investors find the full text of Lifeway Foods’ new cash award forms?

The full text of Lifeway Foods’ new deferred cash award notice forms is included as Exhibits 10.1 and 10.2 to the company’s report. These exhibits contain the detailed terms governing time-vested and performance-based deferred cash incentives under the 2022 Omnibus Incentive Plan.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 NOTICE OF DEFERRED TIME-VESTED CASH AWARD 24.9 KB
• EX-10.2 NOTICE OF DEFERRED PERFORMANCE-BASED CASH AWARD 25.5 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.6 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.7 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB