Lifeway Foods (NASDAQ: LWAY) CEO logs RSU cash settlement and 108,426 PSU award

Rhea-AI Filing Summary

Lifeway Foods, Inc. CEO Julie Smolyansky reported compensation-related equity activity, not open-market trading.

On March 6, 2026, 13,334 previously granted restricted stock units vested and were settled in cash, with related shares disposed to the issuer at $21.50 per share, leaving her with 2,139,318 common shares held directly. On the same date, 108,426 performance share units tied to three-year revenue and adjusted EBITDA goals were certified; these are scheduled to be settled in cash by March 15, 2027, unless Danone North America PBC consents to settlement in common stock or such consent is no longer required.

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).

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^*

SMOLYANSKY JULIE

(Last) (First) (Middle)

C/O LIFEWAY FOODS, INC.

6431 OAKTON STREET

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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, no par value	03/06/2026		M		13,334(1)	A	$0	2,152,652	D
Common Stock, no par value	03/06/2026		D		13,334(1)	D	$21.5	2,139,318	D
Common Stock, no par value								22,216	I	See footnote(2)
Common Stock, no par value								5,122	I	See footnote(3)
Common Stock, no par value								500,000	I	See footnote(4)

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	(5)							(5)	(5)	Common Stock	12,111		12,111	D
Restricted Stock Units	(6)							(6)	(6)	Common Stock	12,138		12,138	D
Restricted Stock Units	(1)	03/06/2026		M			13,334	(1)	(1)	Common Stock	13,334	(1)	0	D
Restricted Stock Units	(7)							(7)	(7)	Common Stock	10,191		10,191	D
Restricted Stock Units	(8)							(8)	(8)	Common Stock	970		970	I	See footnote (3
Restricted Stock Units	(9)							(9)	(9)	Common Stock	1,019		1,019	I	See footnote(3)
Performance Share Units	(10)	03/06/2026		A		108,426		(10)	(10)	Common Stock	108,426	(10)	108,426	D

Explanation of Responses:

1. No shares of stock were issued. Each Restricted Stock Unit ("RSU") granted to the Reporting Person on August 31, 2022 was the economic equivalent of one share of common stock. 13,334 RSUs held by Reporting Person vested on August 31, 2025. On March 6, 2026, such vested RSUs were settled in cash.

2. Held for the benefit of minor children.

3. Held by the Reporting Person's spouse.

4. Held by Smolyansky Holding LLC of which the reporting person is the beneficial owner of 50%. The reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

5. Each restricted stock unit has a value equal to one share of common stock. The remaining restricted stock units will vest on June 16, 2026, contingent on the Reporting Person's continued service on the vesting date.

6. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 6,070 vested on January 10, 2026 and 6,068 will vest on January 10, 2027, contingent on the Reporting Person's continued service on each applicable vesting date.

7. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 3,397 will vest on March 28, 2026, 3,397 will vest on March 28, 2027, and 3,397 will vest on March 28, 2028, contingent on the Reporting Person's continued service on each applicable vesting date.

8. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 486 vested on January 10, 2026 and 484 will vest on January 10, 2027, contingent on the Reporting Person's spouse's continued service on each applicable vesting date.

9. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 340 will vest on March 28, 2026, 340 will vest on March 28, 2027, and 339 will vest on March 28, 2028, contingent on the Reporting Person's spouse's continued service on each applicable vesting date.

10. On June16, 2023, the Reporting Person was granted performance share units ("PSUs"), the vesting of which was subject to the achievement of certain 3-year cumulative revenue criteria and 3-year cumulative adjusted EBITDA criteria. In light of the performance-based conditions of the award, the award was not reportable under Section 16 until the performance-based conditions were certified by the Issuer's Compensation Committee. Such certification occurred on March 6, 2026. The PSUs are to be settled no later than March 15, 2027 in cash, unless prior to settlement the Issuer receives consent of Danone North America PBC ("Danone") to issue common stock to the Reporting Person or such consent is no longer required pursuant to the Cooperation Agreement, dated September 30, 2025, between the Issuer and Danone, in which case, the Compensation Committee may determine, in its sole discretion, to settle the PSUs instead with common stock or a combination of common stock and cash.

	/s/ Julie Smolyansky	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What did Lifeway Foods (LWAY) CEO Julie Smolyansky report in this Form 4?

Julie Smolyansky reported equity compensation events, not open-market trading. 13,334 restricted stock units vested and were settled in cash, and 108,426 performance share units tied to three-year performance goals were certified by the compensation committee on March 6, 2026.

How many Lifeway Foods (LWAY) common shares does the CEO hold after these transactions?

After the reported March 6, 2026 transactions, Julie Smolyansky directly holds 2,139,318 shares of Lifeway Foods common stock. The filing also lists various indirect holdings for minor children, her spouse, and an LLC, which are detailed in the footnotes with beneficial ownership caveats.

What happened to the 13,334 restricted stock units reported by Lifeway Foods (LWAY) CEO?

The 13,334 restricted stock units granted August 31, 2022 vested on August 31, 2025 and were settled in cash on March 6, 2026. No new shares were issued; instead, related shares were disposed to the issuer at $21.50 per share, according to the Form 4 footnote.

What are the terms of the 108,426 performance share units in the Lifeway Foods (LWAY) filing?

The 108,426 performance share units granted June 16, 2023 vest based on three-year revenue and adjusted EBITDA criteria. Performance conditions were certified March 6, 2026. They will be settled in cash by March 15, 2027, unless Danone consents to settlement partly or fully in common stock.

How are Danone and the cooperation agreement referenced in the Lifeway Foods (LWAY) Form 4?

A cooperation agreement dated September 30, 2025 with Danone North America PBC affects how the performance share units may settle. Unless Danone consents, the 108,426 units are to be settled in cash; with consent, the compensation committee may instead use common stock or a cash-stock mix.

Does the Lifeway Foods (LWAY) Form 4 show any open-market stock sales by the CEO?

The Form 4 does not report open-market purchases or sales. It shows vesting and cash settlement of restricted stock units, a disposition of 13,334 shares back to the issuer at $21.50, and certification of 108,426 performance share units tied to long-term performance criteria.