Lifeway Foods (LWAY) director reports RSU settlement and new phantom stock

Rhea-AI Filing Summary

Lifeway Foods director Jason Scott Scher reported equity award activity and a deferral election. On January 10, 2026, previously granted restricted stock units (RSUs) that had vested earlier were settled, with 1,600 RSUs and 1,551 RSUs converted in connection with prior vesting dates. Instead of receiving common stock, Scher deferred the settlement under the company’s 2022 Non-Employee Director Equity and Deferred Compensation Plan and received 3,151 shares of phantom stock, each linked to one share of common stock and payable when he no longer serves as a director. He continues to hold RSUs scheduled to vest in 2026 and 2027, as well as phantom stock and a small direct common share position.

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

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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)
01/10/2026

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								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)							(2)	(2)	Common Stock	2,512		2,512	D
Restricted Stock Units	(1)	01/10/2026		M			1,600	(3)	(3)	Common Stock	1,600	(3)	0	D
Restricted Stock Units	(1)	01/10/2026		M			1,551	(4)	(4)	Common Stock	1,551	(4)	1,550	D
Restricted Stock Units	(1)							(5)	(5)	Common Stock	2,710		2,710	D
Phantom Stock	(6)	01/10/2026		A		3,151		(6)	(6)	Common Stock	3,151	(7)	79,597	D

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, 2025 and were settled on January 10, 2026 (the "1,600 Settled RSUs").

4. Of such RSUs, 1,551 vested on August 31, 2025 which were settled on January 10, 2026 (together with the 1,600 Settled RSUs, the "Settled RSUs"). The remaining 1,550 RSUs will vest on August 31, 2026, contingent on the Reporting Person's continued service as a Director on each applicable vesting date.

5. Of such RSUs, 1,356 will vest on July 1, 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.

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 settlement of the Settled RSUs on January 10, 2026, the Reporting Person's receipt of the common stock underlying the Settled RSUs was deferred in accordance with the Company's 2022 Non-Employee Director Equity and Deferred Compensation Plan, resulting in the Reporting Person's receipt instead of 3,151 shares of phantom stock. The Reporting Person is therefore reporting the conversion of 3,151 RSUs into an equal number of shares of phantom stock.

	/s/ Eric Hanson, as attorney-in-fact	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Who is the reporting person in this Lifeway Foods (LWAY) Form 4?

The reporting person is Jason Scott Scher, who serves as a director of Lifeway Foods, Inc. and is filing individually for his own holdings and equity awards.

What RSU transactions did Jason Scott Scher report for Lifeway Foods (LWAY)?

On January 10, 2026, Scher reported the settlement of 1,600 restricted stock units and 1,551 restricted stock units that had previously vested, converting them from RSUs into an equivalent number of underlying common stock units before applying his deferral election.

What is the phantom stock reported by the Lifeway Foods (LWAY) director?

Scher reported receiving 3,151 shares of phantom stock, with each phantom share representing a right to receive one share of common stock. This phantom stock is payable when he no longer serves as a director of the company.

How did the RSUs convert into phantom stock for the Lifeway Foods (LWAY) director?

In connection with settlement of vested RSUs on January 10, 2026, Scher elected to defer receipt of the underlying common stock under the company’s 2022 Non-Employee Director Equity and Deferred Compensation Plan, resulting in the conversion of 3,151 RSUs into 3,151 shares of phantom stock.

What future vesting of RSUs is disclosed for the Lifeway Foods (LWAY) director?

The disclosure states that RSUs will vest on August 31, 2026, and additional RSUs are scheduled to vest on July 1, 2026 and July 1, 2027, in each case contingent on Scher’s continued service as a director on the applicable vesting dates.

Does the Lifeway Foods (LWAY) director still hold RSUs and phantom stock after these transactions?

Yes. After the reported activity, Scher continues to hold restricted stock units with future vesting dates, as well as a balance of phantom stock that becomes payable when he no longer serves as a director, plus a small direct holding of common stock.