Julie Smolyansky - 07 Mar 2025 Form 4 Insider Report for Lifeway Foods, Inc. (LWAY)

Signature
/s/ Julie Smolyansky
Issuer symbol
LWAY
Transactions as of
07 Mar 2025
Net transactions value
-$1,118,130
Form type
4
Filing time
11 Mar 2025, 14:14:35 UTC
Previous filing
14 Jan 2025
Next filing
02 Apr 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LWAY Common Stock, no par value Award $0 +119,292 +5.6% $0.000000 2,235,225 07 Mar 2025 Direct F1, F2
transaction LWAY Common Stock, no par value Tax liability $1,118,130 -52,742 -2.4% $21.20 2,182,483 07 Mar 2025 Direct F3
holding LWAY Common Stock, no par value 22,216 07 Mar 2025 See footnote F4
holding LWAY Common Stock, no par value 5,122 07 Mar 2025 See footnote F5
holding LWAY Common Stock, no par value 500,000 07 Mar 2025 See footnote F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding LWAY Restricted Stock Units 12,138 07 Mar 2025 Common Stock 12,138 Direct F7
holding LWAY Restricted Stock Units 24,224 07 Mar 2025 Common Stock 24,224 Direct F8
holding LWAY Restricted Stock Units 13,334 07 Mar 2025 Common Stock 13,334 Direct F9
holding LWAY Restricted Stock Units 970 07 Mar 2025 Common Stock 970 See footnote F5, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 31, 2022, the Reporting Person was granted performance share units ("PSUs"), the vesting of which was subject to the achievement of certain 3-year cumulative revenue criteria and 3-year cumulative adjusted EBITDA criteria. In light of the performance based conditions of the award, the award was not reportable under Section 16 until the performance-based conditions were certified by the Issuer's Compensation Committee. Such certification occurred on March 7, 2025.
F2 PSUs convert into common stock on a one-for-one basis.
F3 No stock was sold. Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person.
F4 Held for the benefit of minor children.
F5 Held by the Reporting Person's spouse.
F6 Held by Smolyansky Holding LLC of which the reporting person is the beneficial owner of 50%. The reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
F7 Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 6,070 will vest on January 10, 2026 and 6,068 will vest on January 10, 2027, contingent on the Reporting Person's continued service on each applicable vesting date.
F8 Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 12,113 will vest on June 16, 2025 and 12,111 will vest on June 16, 2026, contingent on the Reporting Person's continued service on each applicable vesting date.
F9 Each restricted stock unit has a value equal to one share of common stock. The remaining restricted stock units will vest on August 31, 2025, contingent on the Reporting Person's continued service on the vesting date.
F10 Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 486 will vest on January 10, 2026 and 484 will vest on January 10, 2027, contingent on the Reporting Person's spouse's continued service on each applicable vesting date. The grant of these restricted stock units to the Reporting Person's spouse was inadvertently omitted from prior reports.