SMOLYANSKY JULIE 4
4 · Lifeway Foods, Inc. · Filed Mar 10, 2026
Research Summary
AI-generated summary of this filing
Lifeway Foods (LWAY) 10% Owner Julie Smolyansky Sells Shares
What Happened Julie Smolyansky, a reported 10% owner of Lifeway Foods (LWAY), had 13,334 vested restricted stock units (RSUs) settled for cash on March 6, 2026, producing proceeds of $21.50 per unit (total $286,681). On the same date the company’s Compensation Committee certified performance share units (PSUs) granted June 16, 2023 — 108,426 PSUs were reported as an award that will be settled no later than March 15, 2027 (expected cash settlement unless Danone consents to stock issuance).
Key Details
- Transaction date: March 6, 2026; Form 4 filed March 10, 2026 (timely — within the 2-business-day requirement).
- Sale/settlement: 13,334 vested RSUs settled for cash at $21.50 each = $286,681.
- Award/grant: 108,426 PSUs certified on March 6, 2026; to be settled by March 15, 2027 in cash unless converted to stock with Danone’s consent.
- Shares owned after transaction: Not specified in the Form 4 (filing shows the RSUs were cash-settled and PSUs remain outstanding).
- Notable footnotes: F1 explains the RSUs were economic equivalents (no shares issued); F10 explains PSUs were performance-based and only reportable after certification; other footnotes note holdings by spouse, minor children, and related LLC interests.
Context
- This was not an open-market sale of held stock but a cash settlement of vested RSUs (a common payroll/compensation event) and a certification of performance awards. Cash-settled RSUs/PSUs convert economic value to cash rather than transferring shares, so they don’t necessarily signal a personal trading view.
- As a 10% owner, Smolyansky’s transactions reflect compensation and performance award mechanics rather than a routine executive buy/sell.
Insider Transaction Report
- Exercise/Conversion
Common Stock, no par value
[F1]2026-03-06+13,334→ 2,152,652 total - Disposition to Issuer
Common Stock, no par value
[F1]2026-03-06$21.50/sh−13,334$286,681→ 2,139,318 total - Exercise/Conversion
Restricted Stock Units
[F1]2026-03-06−13,334→ 0 total→ Common Stock (13,334 underlying) - Award
Performance Share Units
[F10]2026-03-06+108,426→ 108,426 total→ Common Stock (108,426 underlying)
- 22,216(indirect: See footnote)
Common Stock, no par value
[F2] - 5,122(indirect: See footnote)
Common Stock, no par value
[F3] - 500,000(indirect: See footnote)
Common Stock, no par value
[F4] - 12,111
Restricted Stock Units
[F5]→ Common Stock (12,111 underlying) - 12,138
Restricted Stock Units
[F6]→ Common Stock (12,138 underlying) - 10,191
Restricted Stock Units
[F7]→ Common Stock (10,191 underlying) - 970(indirect: See footnote (3)
Restricted Stock Units
[F8]→ Common Stock (970 underlying) - 1,019(indirect: See footnote)
Restricted Stock Units
[F9][F3]→ Common Stock (1,019 underlying)
Footnotes (10)
- [F1]No shares of stock were issued. Each Restricted Stock Unit ("RSU") granted to the Reporting Person on August 31, 2022 was the economic equivalent of one share of common stock. 13,334 RSUs held by Reporting Person vested on August 31, 2025. On March 6, 2026, such vested RSUs were settled in cash.
- [F10]On June16, 2023, 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 6, 2026. The PSUs are to be settled no later than March 15, 2027 in cash, unless prior to settlement the Issuer receives consent of Danone North America PBC ("Danone") to issue common stock to the Reporting Person or such consent is no longer required pursuant to the Cooperation Agreement, dated September 30, 2025, between the Issuer and Danone, in which case, the Compensation Committee may determine, in its sole discretion, to settle the PSUs instead with common stock or a combination of common stock and cash.
- [F2]Held for the benefit of minor children.
- [F3]Held by the Reporting Person's spouse.
- [F4]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.
- [F5]Each restricted stock unit has a value equal to one share of common stock. The remaining restricted stock units will vest on June 16, 2026, contingent on the Reporting Person's continued service on the vesting date.
- [F6]Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 6,070 vested 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.
- [F7]Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 3,397 will vest on March 28, 2026, 3,397 will vest on March 28, 2027, and 3,397 will vest on March 28, 2028, 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, 486 vested 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.
- [F9]Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 340 will vest on March 28, 2026, 340 will vest on March 28, 2027, and 339 will vest on March 28, 2028, contingent on the Reporting Person's spouse's continued service on each applicable vesting date.