Lifeway Foods Inc.

10/02/2025 | Press release | Distributed by Public on 10/02/2025 15:14

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dalto Juan Carlos
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)
(Last) (First) (Middle)
C/O LIFEWAY FOODS, INC., 6431 WEST OAKTON
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
(Street)
MORTON GROVE, IL 60053
4. If Amendment, Date 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
(City) (State) (Zip)
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 4,751 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 2,710 2,710 D
Phantom Stock (4)(5) 09/30/2025 A 541 (4)(5) (4)(5) Common Stock 541 (4)(5) 2,815 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dalto Juan Carlos
C/O LIFEWAY FOODS, INC.
6431 WEST OAKTON
MORTON GROVE, IL 60053
X

Signatures

/s/ Eric Hanson, as attorney-in-fact 10/02/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit ("RSU") has a value equal to one share of common stock. These RSUs vested on August 31, 2025 but settlement has been deferred (the "Deferred RSUs") pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan (the "Director Plan"). The Deferred RSUs become payable on the date that the Reporting Person no longer serves as a director of the Company.
(2) Each RSU has a value equal to one share of common stock. Of such RSUs, 1,551 vested on August 31, 2025 (the "Vested RSUs") 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. The settlement of the Vested RSUs has been deferred pursuant to the Director Plan. The Vested RSUs become payable on the date that the Reporting Person no longer serves as director of the Company.
(3) Each RSU has a value equal to one share of common stock. 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.
(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 September 30, 2025 pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan (the "Director Plan").
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Lifeway Foods Inc. published this content on October 02, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 02, 2025 at 21:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]