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Lifeway Foods (NASDAQ: LWAY) CFO reports share awards and tax withholding

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

Rhea-AI Filing Summary

Lifeway Foods, Inc. CFO Eric A. Hanson reported equity compensation and related tax withholding. On March 6, 2026, he received 2,672 restricted stock units and 21,396 shares of common stock at no cost, tied to previously granted performance share units whose performance goals were certified that day.

To cover tax obligations, 8,024 shares of common stock were surrendered to the company at $21.50 per share, with no stock sold on the market. After these transactions, Hanson directly owns 57,036 common shares and holds several blocks of restricted stock units scheduled to vest between June 16, 2026 and March 6, 2029, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Hanson Eric A
Role CFO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,672 $0.00 --
Grant/Award Common Stock, no par value 21,396 $0.00 --
Tax Withholding Common Stock, no par value 8,024 $21.50 $173K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Restricted Stock Units — 2,672 shares (Direct); Common Stock, no par value — 65,060 shares (Direct)
Footnotes (1)
  1. 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. PSUs convert into common stock on a one-for-one basis. No stock was sold. Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person. 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. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 1,261 will vest on January 10, 2027, contingent on the Reporting Person's continued service on each applicable vesting date. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 743 will vest on March 28, 2026, 743 will vest on March 28, 2027, and 742 will vest on March 28, 2028, contingent on the Reporting Person's continued service on each applicable vesting date. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 891 will vest on March 6, 2027, 891 will vest on March 6, 2028, and 890 will vest on March 6, 2029, contingent on the Reporting Person's continued service on each applicable vesting date.
Form 4 Insider Transactions: What Each Field Means →
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
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*
Hanson Eric A
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
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 A 21,396(1) A $0(2) 65,060 D
Common Stock, no par value 03/06/2026 F 8,024(3) D $21.5 57,036 D
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 (4) (4) (4) Common Stock 2,390 2,390 D
Restricted Stock Units (5) (5) (5) Common Stock 1,261 1,261 D
Restricted Stock Units (6) (6) (6) Common Stock 2,228 2,228 D
Restricted Stock Units (7) 03/06/2026 A 2,672 (7) (7) Common Stock 2,672 (7) 2,672 D
Explanation of Responses:
1. 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.
2. PSUs convert into common stock on a one-for-one basis.
3. No stock was sold. Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person.
4. 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.
5. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 1,261 will vest on January 10, 2027, contingent on the Reporting Person's continued service on each applicable vesting date.
6. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 743 will vest on March 28, 2026, 743 will vest on March 28, 2027, and 742 will vest on March 28, 2028, 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, 891 will vest on March 6, 2027, 891 will vest on March 6, 2028, and 890 will vest on March 6, 2029, contingent on the Reporting Person's continued service on each applicable vesting date.
/s/ Eric A. Hanson 03/10/2026
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Lifeway Foods (LWAY) CFO Eric A. Hanson report in this Form 4?

CFO Eric A. Hanson reported equity compensation activity, including new restricted stock units and common shares from performance share units, plus shares surrendered for taxes. These transactions reflect compensation and tax withholding, not open-market buying or selling of Lifeway Foods (LWAY) stock.

How many Lifeway Foods (LWAY) shares did the CFO receive or vest in?

On March 6, 2026, the CFO received 2,672 restricted stock units and 21,396 shares of common stock at no cost. The common shares came from previously granted performance share units whose performance conditions were certified by the compensation committee on that date.

Were any Lifeway Foods (LWAY) shares sold by the CFO in this filing?

No shares were sold in the market. The Form 4 shows 8,024 common shares surrendered to the issuer at $21.50 per share to satisfy tax withholding obligations, a standard non-market transaction that does not represent discretionary selling of Lifeway Foods (LWAY) stock.

What are the CFO’s Lifeway Foods (LWAY) holdings after these transactions?

After the reported transactions, the CFO directly holds 57,036 shares of Lifeway Foods common stock. He also holds multiple blocks of restricted stock units tied one-for-one to common shares, scheduled to vest over several future dates through March 6, 2029, contingent on continued service.

What performance conditions were tied to the Lifeway Foods (LWAY) performance share units?

The performance share units granted June 16, 2023 vested based on three-year cumulative revenue and three-year cumulative adjusted EBITDA criteria. These performance goals were certified by the compensation committee on March 6, 2026, triggering conversion of vested units into Lifeway Foods (LWAY) common shares.

When will the remaining Lifeway Foods (LWAY) restricted stock units vest for the CFO?

The remaining restricted stock units are scheduled to vest on several dates: June 16, 2026; January 10, 2027; March 28, 2026, 2027, and 2028; and March 6, 2027, 2028, and 2029. Each vesting is contingent on the CFO’s continued service with Lifeway Foods (LWAY).