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Lifeway Foods (LWAY) director defers board fees into 1,277 phantom stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lifeway Foods, Inc. director Jason Scott Scher reported equity-based compensation and existing holdings rather than open-market trading. He received an award of 1,277 shares of phantom stock, representing deferred cash compensation for Board service for the quarter ended March 31, 2026.

After this award, he holds 80,874 phantom stock units, each representing a right to receive one share of common stock, payable when he no longer serves as a director. He also holds several blocks of restricted stock units (RSUs) that each convert into one share of common stock at no exercise price.

The RSUs vest on specified future dates, including December 30, 2026, August 31, 2026, and in tranches of 1,356 and 1,354 RSUs on July 1, 2026 and July 1, 2027, contingent on his continued service as a director.

Positive

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Negative

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Insider SCHER JASON SCOTT
Role Director
Type Security Shares Price Value
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Common Stock, no par value -- -- --
Grant/Award Phantom Stock 1,277 $0.00 --
Holdings After Transaction: Restricted Stock Units — 2,512 shares (Direct); Common Stock, no par value — 1 shares (Direct); Phantom Stock — 80,874 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. The RSUs vest on December 30, 2026 contingent on the Reporting Person's continued service as a Director on such vesting date. The remaining RSUs will vest on August 31, 2026, contingent on the Reporting Person's continued service as a Director on each applicable vesting date. 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. 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. The acquired shares of phantom stock were acquired upon deferral of the Reporting Person's cash compensation for service on the Board of Directors in the quarter ended March 31, 2026 pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan.
Phantom stock granted 1,277 units Grant for quarter ended March 31, 2026
Total phantom stock after grant 80,874 units Director’s phantom stock holdings following transaction
RSU block 1 2,512 underlying shares Restricted stock units tied to common stock
RSU block 2 1,550 underlying shares Restricted stock units tied to common stock
RSU block 3 2,710 underlying shares Restricted stock units tied to common stock
RSU vesting tranche 1 1,356 RSUs Vest on July 1, 2026, if director continues service
RSU vesting tranche 2 1,354 RSUs Vest on July 1, 2027, if director continues service
Exercise/Conversion price $0.0000 per unit RSUs and phantom stock convert to common stock at no cost
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSU financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock."
Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.
Phantom Stock financial
"Each share of phantom stock represents a right to receive one share of common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Non-Employee Director Equity and Deferred Compensation Plan financial
"pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan."
contingent right financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
SCHER JASON SCOTT
(Last)(First)(Middle)
C/O LIFEWAY FOODS, INC.
6431 OAKTON STREET
(Street)
MORTON GROVE ILLINOIS 60053
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Lifeway Foods, Inc. [ LWAY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, no par value1D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1) (2) (2)Common Stock2,5122,512D
Restricted Stock Units(1) (3) (3)Common Stock1,5501,550D
Restricted Stock Units(1) (4) (4)Common Stock2,7102,710D
Phantom Stock(5)01/10/2026A1,277 (5) (5)Common Stock1,277(6)80,874D
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 remaining RSUs will vest on August 31, 2026, contingent on the Reporting Person's continued service as a Director on each applicable vesting date.
4. 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.
5. 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.
6. The acquired shares of phantom stock were acquired upon deferral of the Reporting Person's cash compensation for service on the Board of Directors in the quarter ended March 31, 2026 pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan.
/s/ Eric Hanson, as attorney-in-fact04/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Lifeway Foods (LWAY) report for Jason Scott Scher?

Lifeway Foods reported that director Jason Scott Scher received 1,277 shares of phantom stock as compensation. These units were granted in place of cash fees for his Board service for the quarter ended March 31, 2026, under the company’s director compensation plan.

What are the key terms of Jason Scher’s phantom stock at Lifeway Foods (LWAY)?

Each share of phantom stock gives Jason Scher the right to receive one share of common stock. The phantom stock becomes payable when he no longer serves as a director, aligning payout timing with the end of his Board service at the company.

How many phantom stock units does Jason Scher hold after this Form 4 for LWAY?

After receiving 1,277 new phantom stock units, Jason Scher holds 80,874 phantom stock units in total. Each unit tracks one share of Lifeway Foods common stock and will be settled in shares when he stops serving as a company director.

How do Jason Scher’s RSUs at Lifeway Foods (LWAY) vest over time?

Jason Scher’s RSUs vest on several future dates. One grant vests on December 30, 2026, another on August 31, 2026, and additional RSUs vest in two tranches of 1,356 and 1,354 units on July 1, 2026 and July 1, 2027.

What does each restricted stock unit (RSU) represent for Lifeway Foods (LWAY) director Jason Scher?

Each RSU granted to Jason Scher represents a contingent right to receive one share of Lifeway Foods common stock. The units convert into shares at no exercise price, but only if he continues serving as a director through the specified vesting dates.

How was Jason Scher’s phantom stock award at Lifeway Foods (LWAY) funded?

The 1,277 phantom stock units were acquired through deferral of Jason Scher’s cash compensation for Board service in the quarter ended March 31, 2026. This deferral occurred under Lifeway Foods’ Non-Employee Director Equity and Deferred Compensation Plan.