STOCK TITAN

Lifeway Foods (LWAY) director defers board pay into phantom stock

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

Rhea-AI Filing Summary

Lifeway Foods director Juan Carlos Dalto reported routine equity compensation and deferral activity. He received 2,038 new restricted stock units (RSUs), each representing a contingent right to one share of common stock, which vest on December 30, 2026 if he continues serving as a director.

Dalto also deferred receipt of 1,356 shares of common stock that vested on July 1, 2026, electing instead to receive 1,356 shares of phantom stock under the company’s Non-Employee Director Equity and Deferred Compensation Plan. In addition, he acquired 503 phantom stock units by deferring his cash board fees for the quarter ended June 30, 2026.

Following these transactions, Dalto directly holds 4,751 shares of common stock, 2,038 RSUs and 9,221 shares of phantom stock. The filing shows no open-market purchases or sales, only grants, exercises and deferrals of director compensation.

Positive

  • None.

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  • None.
Insider Dalto Juan Carlos
Role null
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 503 $0.00 --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 1,354 shares (Direct, null); Phantom Stock — 9,221 shares (Direct, null); Common Stock — 4,751 shares (Direct, null)
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 such 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.
New RSU grant 2,038 units RSUs granted on July 1, 2026, vest December 30, 2026
RSUs converted to phantom stock 1,356 units Vested RSUs deferred into phantom stock on July 1, 2026
Phantom stock from fee deferral 503 units Director cash fees for quarter ended June 30, 2026
Common stock held 4,751 shares Direct common stock holdings after June 30, 2026 entry
Total phantom stock held 9,221 units Phantom stock balance after July 1, 2026 conversion
Unvested RSUs remaining 1,550 units Underlying common shares from RSUs shown in derivative summary
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock."
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.
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")."
contingent right to receive one share of common stock financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock."
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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)
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 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 Stock$2,5122,512D
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)(5)07/01/2026A2,038 (5) (5)Common Stock2,038(5)2,038D
Phantom Stock(6)(7)06/30/2026A503 (6)(7) (6)(7)Common Stock503(6)(7)7,865D
Phantom Stock(6)(8)07/01/2026M1,356 (6)(8) (6)(8)Common Stock1,356(6)(8)9,221D
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 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. 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)

FAQ

What did Lifeway Foods (LWAY) director Juan Carlos Dalto report in this Form 4?

He reported equity compensation and deferral activity, not open-market trades. Dalto received 2,038 new RSUs, exercised 1,356 RSUs into phantom stock, and deferred cash board fees into 503 phantom stock units under Lifeway’s director compensation plan.

How many Lifeway Foods (LWAY) RSUs did Juan Carlos Dalto receive and when do they vest?

Dalto received 2,038 restricted stock units, each equal to one share of common stock. According to the disclosure, these RSUs vest on December 30, 2026, contingent on his continued service as a director through that vesting date.

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

Each phantom stock unit represents a right to receive one share of common stock, payable when Dalto no longer serves as a director. Phantom stock here reflects deferred director compensation rather than cash, aligning equity value with his board service.

Did the Lifeway Foods (LWAY) Form 4 show any open-market stock purchases or sales?

No open-market buys or sells were reported. The Form 4 only shows grants of RSUs, grants of phantom stock for deferred cash compensation, and a conversion of vested RSUs into phantom stock, all related to director compensation arrangements.

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

After the reported activity, Dalto directly holds 4,751 shares of common stock, 2,038 RSUs, and 9,221 phantom stock units. These positions reflect a mix of vested equity, unvested RSUs, and deferred compensation tied to his board service.

How were Lifeway Foods (LWAY) director fees treated in this Form 4 disclosure?

Dalto deferred his cash compensation for board service in the quarter ended June 30, 2026 into 503 phantom stock units. He also deferred receipt of 1,356 vested common shares into an equal number of phantom stock units under the company’s director plan.