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Lifeway Foods director swaps 1,550 RSUs for phantom stock

Lifeway Foods director Jason Scott Scher converted vested RSUs into deferred phantom stock units and now holds 84,608 phantom stock units plus multiple unvested RSU awards.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lifeway Foods, Inc. (LWAY) director Jason Scott Scher reported equity compensation-related transactions on August 31, 2026. 1,550 restricted stock units (RSUs) vested and were exchanged for 1,550 shares of phantom stock, deferring receipt of common shares under the company’s Non-Employee Director Equity and Deferred Compensation Plan. Following these transactions, Scher directly holds 84,608 phantom stock units, plus several outstanding RSU awards that may convert into common stock at future vesting dates, and 1 share of common stock. No Rule 10b5-1 trading plan is reported.

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Insider SCHER JASON SCOTT
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F3 1,550 -- --
Exercise Phantom Stock F6, F7 1,550 -- --
holding Restricted Stock Units F1, F2 -- -- --
holding Restricted Stock Units F1, F4 -- -- --
holding Restricted Stock Units F1, F5 -- -- --
holding Common Stock, no par value -- -- --
Holdings After Transaction: Restricted Stock Units — 5,904 contracts (Direct); Phantom Stock — 84,608 contracts (Direct); Common Stock, no par value — 1 shares (Direct)
Footnotes (7)
  1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.
  2. F2. The RSUs vest on December 30, 2026 contingent on the Reporting Person's continued service as a Director on such vesting date.
  3. F3. The RSUs vested on August 31, 2026.
  4. F4. The RSUs vest on July 1, 2027, contingent on the Reporting Person's continued service as a Director on such vesting date.
  5. F5. The RSUs vest on July 1, 2027 contingent on the Reporting Person's continued service as a Director on each applicable vesting date.
  6. F6. 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. F7. In connection with the vesting on August 31, 2026 of RSUs previously granted to the Reporting Person, the Reporting Person's receipt of 1,550 shares of common stock was deferred resulting in the Reporting Person's receipt instead of 1,550 shares of phantom stock pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan. The Reporting Person is therefore reporting the disposition of 1,550 RSUs in exchange for an equal number of shares of phantom stock.
RSUs converted 1,550 units Restricted stock units vested and exchanged on August 31, 2026
Phantom stock received 1,550 units Received in exchange for vested RSUs on August 31, 2026
Phantom stock holdings after transaction 84,608 units Direct phantom stock position following August 31, 2026 transactions
Outstanding RSUs grant 1 2,512 underlying shares Restricted stock units linked to common stock, direct ownership
Outstanding RSUs grant 2 1,354 underlying shares Restricted stock units linked to common stock, direct ownership
Outstanding RSUs grant 3 2,038 underlying shares Restricted stock units linked to common stock, direct ownership
Direct common shares held 1 share Directly owned Lifeway Foods common stock after reported transactions
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
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.
phantom stock financial
"Each share of phantom stock represents a right to receive one share of common"
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
"phantom stock 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"

FAQ

What insider equity transaction did LWAY director Jason Scott Scher report on August 31, 2026?

He reported that 1,550 restricted stock units vested and were exchanged for 1,550 shares of phantom stock, deferring receipt of common shares pursuant to Lifeway Foods’ Non-Employee Director Equity and Deferred Compensation Plan.

How many phantom stock units does LWAY director Jason Scott Scher hold after this filing?

After the reported transactions, Jason Scott Scher directly holds 84,608 phantom stock units, each representing a right to receive one share of Lifeway Foods common stock, payable when he no longer serves as a director.

How many RSUs tied to LWAY common stock remain outstanding for Jason Scott Scher?

The filing shows remaining RSU positions representing 2,512, 1,354, and 2,038 underlying shares of Lifeway Foods common stock, each subject to their stated vesting dates and continued service conditions.

Did the LWAY director’s Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 plan is reported for these transactions; they are described as equity compensation vesting and a related deferral into phantom stock.

What does the exchange of 1,550 RSUs for phantom stock mean for LWAY director Jason Scott Scher?

Upon vesting of 1,550 RSUs, Scher deferred receipt of common shares and instead received 1,550 phantom stock units. These units each track one share of common stock and become payable when he no longer serves as a director.

Does Jason Scott Scher directly hold any LWAY common stock after these transactions?

Yes. The Form 4 reports that he directly holds 1 share of Lifeway Foods common stock, in addition to his phantom stock units and unvested RSU awards.

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Learn about SEC filing dates
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)
08/31/2026
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)08/31/2026M1,550 (3) (3)Common Stock1,550(1)0D
Restricted Stock Units(1) (4) (4)Common Stock1,3541,354D
Restricted Stock Units(1) (5) (5)Common Stock2,0382,038D
Phantom Stock(6)(7)08/31/2026M1,550 (6)(7) (6)(7)Common Stock1,550(6)(7)84,608D
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, 2026.
4. The RSUs vest on July 1, 2027, contingent on the Reporting Person's continued service as a Director on such vesting date.
5. The RSUs 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 vesting on August 31, 2026 of RSUs previously granted to the Reporting Person, the Reporting Person's receipt of 1,550 shares of common stock was deferred resulting in the Reporting Person's receipt instead of 1,550 shares of phantom stock pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan. The Reporting Person is therefore reporting the disposition of 1,550 RSUs in exchange for an equal number of shares of phantom stock.
/s/ Eric Hanson, as attorney-in-fact09/02/2026
** 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)