Lifeway Foods (LWAY) director awarded RSUs and phantom stock in deferred compensation

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Chartier Kirk reported acquisition or exercise transactions in this Form 4 filing.

Lifeway Foods director Kirk Chartier reported equity-based compensation awards. He received 2,038 restricted stock units (RSUs) on common stock and 556 phantom stock units, each representing the right to receive one share of common stock at a future date.

The RSUs vest on future dates contingent on his continued service as a director, with tranches scheduled to vest on December 30, 2026 and July 1, 2027. The phantom stock units were granted in connection with his decision to defer cash fees for board service in the quarter ended June 30, 2026, and become payable when he no longer serves as a director.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Chartier Kirk

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	2,038	$0.00	--
Grant/Award	Phantom Stock	556	$0.00	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 2,038 shares (Direct, null); Phantom Stock — 1,413 shares (Direct, null)

Footnotes (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 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.

Key Figures

RSUs granted: 2,038 units Phantom stock granted: 556 units Phantom stock balance: 1,413 units +3 more

6 metrics

RSUs granted 2,038 units Restricted Stock Units on common stock granted to director

Phantom stock granted 556 units Phantom stock units tied to common stock

Phantom stock balance 1,413 units Total phantom stock units following transaction

RSU vesting date 1 December 30, 2026 RSU vesting contingent on continued board service

RSU vesting date 2 July 1, 2027 RSU vesting contingent on continued board service

Award price $0.00 per unit Grant price for RSUs and phantom stock awards

Key Terms

Restricted Stock Units, phantom stock, contingent right, Non-Employee Director Equity and Deferred Compensation Plan, +1 more

5 terms

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.

contingent right financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock."

Non-Employee Director Equity and Deferred Compensation Plan financial

"pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan."

deferred compensation financial

"acquired upon deferral of the Reporting Person's cash compensation for service on the Board of Directors"

Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:00 PM Accepted by SEC EDGAR 07/02/2026 - 05:00 PM

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^*

Chartier Kirk

(Last)

(First)

(Middle)

C/O LIFEWAY FOODS, INC.

6431 OAKTON STREET

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾							⁽²⁾	⁽²⁾	Common Stock	2,512		2,512	D
Restricted Stock Units	⁽¹⁾	07/01/2026		A		2,038		⁽³⁾	⁽³⁾	Common Stock	2,038	⁽³⁾	2,038	D
Phantom Stock	⁽⁴⁾	06/30/2026		A		556		⁽⁴⁾	⁽⁴⁾	Common Stock	556	⁽⁵⁾	1,413	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 vest on July 1, 2027 contingent on the Reporting Person's continued service as a Director on such 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.

5. 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.

	/s/ Eric Hanson, as attorney-in-fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Lifeway Foods (LWAY) director Kirk Chartier report?

Kirk Chartier reported receiving equity-based compensation, including 2,038 restricted stock units and 556 phantom stock units. These awards relate to his service on Lifeway Foods’ board and represent rights to receive common shares in the future, not immediate open-market purchases or sales.

How many restricted stock units did Kirk Chartier receive from Lifeway Foods (LWAY)?

He received 2,038 restricted stock units, each tied to one share of Lifeway Foods common stock. These RSUs vest on specified future dates, contingent on his continued service as a director, and do not involve any cash payment by him at grant.

When do Kirk Chartier’s Lifeway Foods (LWAY) RSUs vest?

The RSUs vest on future dates, including December 30, 2026 and July 1, 2027, if he continues serving as a director through each vesting date. Vesting converts the RSUs into common stock, aligning his compensation with long-term company performance and board tenure.

What are the phantom stock units granted to Kirk Chartier at Lifeway Foods (LWAY)?

He was granted 556 phantom stock units, each representing a right to one share of common stock. These units were acquired by deferring his cash board fees and become payable in shares when he no longer serves as a director of Lifeway Foods.

Did Kirk Chartier buy or sell Lifeway Foods (LWAY) stock on the open market?

The reported transactions are equity awards and deferred compensation, not open-market buys or sells. He received RSUs and phantom stock units at a stated price of $0.00 per unit as part of director compensation, rather than trading existing Lifeway Foods shares.