Lifeway Foods (LWAY) director shifts RSUs to phantom stock units holdings

Rhea-AI Filing Summary

Lifeway Foods, Inc. director Juan Carlos Dalto reported equity award activity and deferral elections rather than an open-market stock sale. On January 10, 2026, previously vested restricted stock units (RSUs) totaling 3,151 units were converted into an equal number of phantom stock shares under the company’s 2022 Non-Employee Director Equity and Deferred Compensation Plan, to be paid when he no longer serves as a director.

Following these transactions, Dalto beneficially owns 4,751 shares of common stock directly, along with 2,512 RSUs scheduled to vest on December 30, 2026, and 2,710 RSUs that are scheduled to vest in tranches on July 1, 2026 and July 1, 2027, subject to continued service. He also holds 6,586 shares of phantom stock, each representing a right to receive one share of common stock in the future.

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^*

Dalto Juan Carlos

(Last) (First) (Middle)

C/O LIFEWAY FOODS, INC.

6431 WEST OAKTON

(Street)

MORTON GROVE IL 60053

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lifeway Foods, Inc. [ LWAY ]

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)
01/10/2026

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								4,751	D

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
Restricted Stock Units	(1)							(2)	(2)	Common Stock	2,512		2,512	D
Restricted Stock Units	(1)	01/10/2026		M			1,600	(3)	(3)	Common Stock	1,600	(3)	0	D
Restricted Stock Units	(1)	01/10/2026		M			1,551	(4)	(4)	Common Stock	1,551	(4)	1,550	D
Restricted Stock Units	(1)							(5)	(5)	Common Stock	2,710		2,710	D
Phantom Stock	(6)	01/10/2026		A		3,151		(6)	(6)	Common Stock	3,151	(7)	6,586	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

2. The RSUs vest on December 30, 2026 contingent on the Reporting Person's continued service as a Director on such vesting date.

3. The RSUs vested on August 31, 2025 and were settled on January 10, 2026 (the "1,600 Settled RSUs").

4. Of such RSUs, 1,551 vested on August 31, 2025 and were settled on January 10, 2026 (together with the 1,600 Settled RSUs, the "Settled RSUs"). The remaining 1,550 RSUs will vest on August 31, 2026, contingent on the Reporting Person's continued service as a Director on each applicable vesting date.

5. Of such RSUs, 1,356 will vest on July 1, 2026 and 1,354 will vest on July 1, 2027, contingent on the Reporting Person's continued service as a Director on each applicable vesting date.

6. Each share of phantom stock represents a right to receive one share of common stock. The phantom stock becomes payable on the date that the Reporting Person no longer serves as a director of the Company.

7. In connection with the settlement of the Settled RSUs on January 10, 2026, the Reporting Person, the Reporting Person's receipt of the common stock underlying the Settled RSUs was deferred in accordance with the Company's 2022 Non-Employee Director Equity and Deferred Compensation Plan, resulting in the Reporting Person's receipt instead of 3,151 shares of phantom stock. The Reporting Person is therefore reporting the conversion of 3,151 RSUs into an equal number of shares of phantom stock.

	/s/ Eric Hanson, as attorney-in-fact	01/12/2026
	** 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.
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FAQ

What insider activity did Lifeway Foods (LWAY) report for Juan Carlos Dalto?

The filing shows that director Juan Carlos Dalto converted 3,151 vested RSUs into an equal number of phantom stock shares on January 10, 2026, deferring receipt of the underlying common stock.

Did Juan Carlos Dalto sell any Lifeway Foods common stock in this Form 4?

The Form 4 reports no open-market sale of common stock. It reflects RSUs that vested and were settled through a conversion into phantom stock, plus updated holdings of stock and RSUs.

How many Lifeway Foods common shares does Juan Carlos Dalto own after the reported transactions?

After the reported activity, Juan Carlos Dalto directly beneficially owns 4,751 shares of Lifeway Foods common stock, in addition to RSUs and phantom stock units.

What RSU awards for Juan Carlos Dalto are still scheduled to vest at Lifeway Foods (LWAY)?

Dalto holds 2,512 RSUs that vest on December 30, 2026, plus 2,710 RSUs of which 1,356 are scheduled to vest on July 1, 2026 and 1,354 on July 1, 2027, all contingent on continued service as a director.

What does the phantom stock in the Lifeway Foods Form 4 represent?

Each share of phantom stock represents a right to receive one share of common stock. The phantom stock becomes payable when Dalto no longer serves as a director of Lifeway Foods.

How many phantom stock units does Juan Carlos Dalto hold at Lifeway Foods?

Following the January 10, 2026 conversion of 3,151 RSUs, Juan Carlos Dalto holds 6,586 shares of phantom stock, each linked to one share of Lifeway Foods common stock.