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Lifeway director defers 1,550 RSUs into phantom stock

Lifeway Foods director converted vested RSUs into deferred phantom stock and reported updated common stock and equity award holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lifeway Foods, Inc. (LWAY) director Juan Carlos Dalto reported equity award activity on August 31, 2026. 1,550 restricted stock units (RSUs) vested and were exchanged for 1,550 shares of phantom stock under the company’s Non-Employee Director Equity and Deferred Compensation Plan, deferring receipt of common shares until he no longer serves as a director. He now holds 4,751 shares of common stock directly, plus phantom stock and several RSU grants that are scheduled to vest on December 30, 2026 and July 1, 2027, contingent on continued board service. No Rule 10b5-1 trading plan is reported.

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Insider Dalto Juan Carlos
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 -- -- --
Holdings After Transaction: Restricted Stock Units — 5,904 contracts (Direct); Phantom Stock — 10,771 contracts (Direct); Common Stock — 4,751 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 such 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 exchanged 1,550 units RSUs vested and exchanged for phantom stock on August 31, 2026
Phantom stock acquired 1,550 shares Phantom stock received in exchange for 1,550 vested RSUs
Total phantom stock held after transaction 10,771 shares Phantom stock position following August 31, 2026 exchange
Common stock held directly 4,751 shares Direct common stock ownership after reported transactions
Unvested RSUs grant 1 2,512 underlying shares RSUs representing 2,512 shares scheduled to vest December 30, 2026, subject to continued service
Unvested RSUs grant 2 1,354 underlying shares RSUs scheduled to vest July 1, 2027, subject to continued service
Unvested RSUs grant 3 2,038 underlying shares RSUs scheduled to vest July 1, 2027, subject to continued service
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"

FAQ

What equity award changes did LWAY director Juan Carlos Dalto report on August 31, 2026?

Dalto reported that 1,550 RSUs vested and were exchanged for 1,550 shares of phantom stock, deferring receipt of common stock under Lifeway Foods’ Non-Employee Director Equity and Deferred Compensation Plan.

How many Lifeway Foods (LWAY) common shares does Juan Carlos Dalto hold after these transactions?

After the reported activity, Juan Carlos Dalto holds 4,751 shares of Lifeway Foods common stock directly, in addition to phantom stock and unvested RSUs tied to future vesting dates.

What phantom stock position does the LWAY director report after the RSU exchange?

Following the exchange, Dalto reports holding 10,771 shares of phantom stock, each representing a right to receive one share of common stock payable when he no longer serves as a director.

When do Juan Carlos Dalto’s remaining Lifeway Foods RSUs vest?

Footnotes state that certain RSUs vest on December 30, 2026 and other RSU grants vest on July 1, 2027, in each case contingent on Dalto’s continued service as a director on the applicable vesting date.

Were the August 31, 2026 Lifeway Foods (LWAY) transactions under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirming such a plan, and there is no indication in the footnotes that the August 31, 2026 transactions were executed under a Rule 10b5-1 trading plan.

What does the exchange of 1,550 RSUs for phantom stock mean for LWAY shareholders?

This represents a deferral of share delivery rather than a market sale or purchase. Dalto gave up 1,550 RSUs in exchange for 1,550 phantom stock units, which will convert into common shares only after he ceases to serve as a director.

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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*
Dalto Juan Carlos

(Last)(First)(Middle)
C/O LIFEWAY FOODS, INC.
6431 WEST OAKTON

(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 Stock4,751D
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) (5)Common Stock2,0382,038D
Phantom Stock(6)(7)08/31/2026M1,550 (6)(7) (6)(7)Common Stock1,550(6)(7)10,771D
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 such 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)