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Lifeway Foods (LWAY) director logs RSU grants and phantom stock deferrals

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

Rhea-AI Filing Summary

Lifeway Foods director Jason Scott Scher reported equity compensation changes, mainly awards and deferrals rather than open‑market trades. On July 1, 2026, 1,356 restricted stock units vested and were effectively exchanged for 1,356 shares of phantom stock under the company’s Non-Employee Director Equity and Deferred Compensation Plan, while his direct common stock holdings stood at 83,058 shares afterward.

He also received a grant of 2,038 new restricted stock units, each representing a contingent right to one share of common stock that is scheduled to vest on July 1, 2027 if he continues to serve as a director. Separately, on June 30, 2026, he acquired 828 shares of phantom stock by deferring cash board fees, bringing his phantom stock balance to 81,702 share-equivalents.

After these changes, Scher continues to hold additional unvested restricted stock units covering 1,550 and 2,512 underlying common shares, with vesting dates in August 2026 and July 2027, respectively, all tied to ongoing service on the board.

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Insider SCHER JASON SCOTT
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Units 1,356 $0.00 --
Grant/Award Restricted Stock Units 2,038 $0.00 --
Exercise Phantom Stock 1,356 $0.00 --
Grant/Award Phantom Stock 828 $0.00 --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Common Stock, no par value -- -- --
Holdings After Transaction: Restricted Stock Units — 1,354 shares (Direct); Phantom Stock — 83,058 shares (Direct); Common Stock, no par value — 1 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 such vesting date. The remaining RSUs will vest on July 1, 2027, contingent on the Reporting Person's continued service as a Director on such vesting date. The RSUs 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 June 30, 2026 pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan (the "Director Plan"). In connection with the vesting on July 1, 2026 of RSUs previously granted to the Reporting Person, the Reporting Person's receipt of 1,356 shares of common stock was deferred resulting in the Reporting Person's receipt instead of 1,356 shares of phantom stock pursuant to the Director Plan. The Reporting Person is therefore reporting the disposition of 1,356 RSUs in exchange for an equal number of shares of phantom stock.
RSUs exchanged into phantom stock 1,356 units Vested RSUs on July 1, 2026 deferred into phantom stock
New RSU grant 2,038 units Restricted stock units granted on July 1, 2026
Phantom stock from fee deferral 828 units Quarter ended June 30, 2026 board cash fees deferred
Phantom stock balance 81,702 units Phantom stock total following June 30, 2026 award
Common shares held 83,058 shares Common stock directly held after July 1, 2026 transactions
Unvested RSUs tranche 1 1,550 units RSUs with underlying common shares, vesting August 31, 2026
Unvested RSUs tranche 2 2,512 units RSUs with underlying common shares, vesting July 1, 2027
Restricted Stock Units financial
"The RSUs vest on December 30, 2026 contingent on the Reporting Person's continued service as a Director"
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 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.
contingent right financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock"
Non-Employee Director Equity and Deferred Compensation Plan financial
"pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan (the "Director Plan")"
vest financial
"The RSUs vest on July 1, 2027 contingent on the Reporting Person's continued service as a Director"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
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FAQ

What insider transactions did Lifeway Foods (LWAY) director Jason Scher report?

Director Jason Scher reported equity compensation activity, including vested restricted stock units exchanged into phantom stock and new restricted stock unit grants. These are non-cash, compensation-related awards rather than open-market share purchases or sales, and depend on his continued service on the board.

How many restricted stock units did Jason Scher receive from Lifeway Foods (LWAY)?

Jason Scher received 2,038 new restricted stock units, each convertible into one share of Lifeway Foods common stock. According to the filing, these units are scheduled to vest on July 1, 2027, contingent on his continued service as a director through that vesting date.

What does the phantom stock reported for Lifeway Foods (LWAY) director represent?

Each share of phantom stock represents a right to receive one share of Lifeway Foods common stock. The filing states this phantom stock becomes payable when Jason Scher no longer serves as a director, functioning as deferred equity compensation instead of immediate cash or stock delivery.

How did Jason Scher acquire 1,356 shares of phantom stock at Lifeway Foods (LWAY)?

The 1,356 phantom stock shares arose from deferring delivery of 1,356 vested restricted stock units. The filing explains his receipt of common stock was deferred under the director compensation plan, so he reported disposing of RSUs in exchange for an equal number of phantom stock units.

When will Jason Scher’s Lifeway Foods (LWAY) restricted stock units vest?

One RSU tranche vests on December 30, 2026, another on August 31, 2026, and additional units on July 1, 2027. Each vesting is contingent on Jason Scher’s continued service as a Lifeway Foods director through the respective vesting dates, per the filing’s footnotes.

How did Lifeway Foods (LWAY) director fees affect phantom stock awards?

The filing notes 828 phantom stock shares were acquired by deferring Jason Scher’s cash compensation for board service for the quarter ended June 30, 2026. Instead of receiving cash, this compensation was converted into phantom stock under the company’s non-employee director equity plan.
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)
06/30/2026
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)07/01/2026M1,356 (4) (4)Common Stock1,356(4)1,354D
Restricted Stock Units(1)07/01/2026A2,038 (5) (5)Common Stock2,038(5)2,038D
Phantom Stock(6)(7)06/30/2026A828 (6)(7) (6)(7)Common Stock828(6)(7)81,702D
Phantom Stock(6)(8)07/01/2026M1,356 (6)(8) (6)(8)Common Stock1,356(6)(8)83,058D
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 such vesting date.
4. The remaining RSUs will 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. 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 June 30, 2026 pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan (the "Director Plan").
8. In connection with the vesting on July 1, 2026 of RSUs previously granted to the Reporting Person, the Reporting Person's receipt of 1,356 shares of common stock was deferred resulting in the Reporting Person's receipt instead of 1,356 shares of phantom stock pursuant to the Director Plan. The Reporting Person is therefore reporting the disposition of 1,356 RSUs in exchange for an equal number of shares of phantom stock.
/s/ Eric Hanson, as attorney-in-fact07/02/2026
** 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)