[Form 4] Lifeway Foods Inc Insider Trading Activity

Rhea-AI Filing Summary

Lifeway Foods, Inc. (LWAY) – Form 4 insider transaction

Director Jason Scott Scher reported two open-market sales of the company’s common stock:

• 26 Jun 2025: Sold 8,200 shares at $24.22 per share; direct holdings fell to 16,367 shares.
• 27 Jun 2025: Sold 16,366 shares at $24.24 per share; direct holdings dropped to 1 share.

Aggregate proceeds are roughly $0.59 million. After the sales, Scher retains minimal direct equity but continues to hold substantial equity-linked compensation:

• RSUs: 8,767 units vesting between Aug-2025 and Jul-2027.
• Phantom stock: 72,118 units payable upon board departure.

The filing indicates no use of a 10b5-1 trading plan. The near-total liquidation of directly owned shares—while derivatives remain—can be interpreted as reduced short-term confidence, though continued board service and unvested awards maintain long-term alignment.

Positive

• Substantial unvested RSUs and 72,118 phantom shares keep the director economically aligned with long-term shareholder value.

Negative

• Director disposed of ~24,566 shares (≈99% of direct holdings) in two days, potentially signalling reduced short-term confidence.
• Sales were open-market transactions without a disclosed 10b5-1 plan, increasing the perception of discretionary timing.

Insights

Financial Analyst

TL;DR: Director sold ~99% of direct LWAY shares, raising ≈$0.6 M; retains sizeable RSU/phantom holdings.

The two consecutive sales trimmed Scher’s direct stake from 24,567 to 1 share, signalling a material decline in immediate skin-in-the-game. While insider sales are not automatically bearish, the magnitude (≈99% divestiture) and absence of a disclosed 10b5-1 plan raise concern about near-term valuation or liquidity needs. Nevertheless, 80k+ equity-linked units remain, indicating future upside participation if performance persists. From a trading-signal perspective, the event skews negative, especially given LWAY’s thin float where insider sentiment can influence price.

Corporate Governance Expert

TL;DR: Governance neutral; sale large but director still holds unvested awards that align long-term interests.

Large insider disposals often prompt scrutiny, yet Scher’s deferred compensation structure keeps a majority of his economic exposure locked until 2025-2027 or board exit. This design mitigates potential misalignment created by selling common shares. No red flags emerge on compliance—the Form 4 is timely and properly authorized. However, investors may question board confidence given the symbolic retention of only one share. Overall governance impact is limited, but optics are mildly negative.

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^*

SCHER JASON SCOTT

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		S		8,200	D	$24.22	16,367	D
Common Stock, no par value	06/27/2025		S		16,366	D	$24.24	1	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	(1)							(1)	(1)	Common Stock	1,600		1,600	D
Restricted Stock Units	(2)							(2)	(2)	Common Stock	3,101		3,101	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	4,066		4,066	D
Phantom Stock	(4)							(4)	(4)	Common Stock	72,118		72,118	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") has a value equal to one share of common stock. The remaining RSUs will vest on August 31, 2025, contingent on the Reporting Person's continued service as a Director on the vesting date.

2. Each RSU has a value equal to one share of common stock. Of such RSUs, 1,551 will vest on August 31, 2025 and 1,550 will vest on August 31, 2026, contingent on the Reporting Person's continued service as a Director on each applicable vesting date.

3. Each RSU has a value equal to one share of common stock. Of such RSUs, 1,356 will vest on each of July 1, 2025 and 2026 and 1,354 will vest on July 1, 2027, contingent on the Reporting Person's continued service as a Director on each applicable vesting date.

4. 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.

	/s/ Eric Hanson, as attorney-in-fact	06/30/2025
	** 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.

FAQ

How many Lifeway Foods (LWAY) shares did Director Jason Scher sell?

He sold 8,200 shares on 26 Jun 2025 and 16,366 shares on 27 Jun 2025, totaling 24,566 shares.

What was the average selling price for the LWAY insider sales?

Shares were sold at $24.22 and $24.24; the volume-weighted average is approximately $24.23 per share.

How many LWAY shares does the director still own directly after the transactions?

Only 1 share remains in direct ownership.

What equity awards does the director still hold?

He retains 8,767 unvested RSUs vesting through 2027 and 72,118 phantom stock units payable when he leaves the board.

Is the transaction under a Rule 10b5-1 trading plan?

The Form 4 does not mark the 10b5-1 checkbox, indicating no pre-arranged trading plan was used.