Lifeway Foods, Inc.·4

Mar 10, 4:30 PM ET

Hanson Eric A 4

4 · Lifeway Foods, Inc. · Filed Mar 10, 2026

Research Summary

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Lifeway (LWAY) CFO Eric Hanson Receives Award, Surrenders Shares

What Happened

  • Eric A. Hanson, Chief Financial Officer of Lifeway Foods (LWAY), had performance share units (PSUs) certified and converted into 21,396 shares on March 6, 2026. Those PSUs were originally granted on June 16, 2023 and vested after the Compensation Committee certified achievement of performance goals.
  • To cover tax withholding obligations related to the vesting, Hanson surrendered 8,024 of those shares to the company at an implied price of $21.50 per share (value reported as $172,516). The filing also shows 2,672 additional derivative awards (restricted stock units) that remain subject to future service-based vesting.

Key Details

  • Transaction date: March 6, 2026. PSU certification and share conversion occurred that day.
  • Awarded/Acquired: 21,396 shares (PSUs converted 1-for-1 into common stock).
  • Tax withholding: 8,024 shares surrendered (treated as a disposition) at $21.50/share — $172,516 withheld; no open-market sale occurred.
  • Additional derivative award: 2,672 RSU-equivalents shown as acquired but subject to future vesting (see footnotes for vesting schedule).
  • Footnotes of note:
    • F1: PSUs were granted 6/16/2023; certification occurred 3/6/2026.
    • F2: PSUs convert one-for-one into common stock.
    • F3: No stock was sold in the open market; shares were surrendered for tax withholding.
    • F4–F7: Remaining restricted stock units have specified future vesting dates contingent on continued service.
  • Filing timeliness: Form 4 was filed on 2026-03-10 for a 2026-03-06 event; this falls within the typical two-business-day reporting window and is not flagged as late.

Context

  • This was principally an award conversion (performance-based equity vesting), not a purchase or a market sale. The surrender of shares to cover taxes is a routine administrative step and does not indicate a public-market sale or directional view.
  • For retail investors, vesting of performance awards can be viewed as management being paid in stock for meeting corporate targets; the withholding action is common and should not be read as insider selling into the market.

Insider Transaction Report

Form 4
Period: 2026-03-06
Transactions
  • Award

    Common Stock, no par value

    [F1][F2]
    2026-03-06+21,39665,060 total
  • Tax Payment

    Common Stock, no par value

    [F3]
    2026-03-06$21.50/sh8,024$172,51657,036 total
  • Award

    Restricted Stock Units

    [F7]
    2026-03-06+2,6722,672 total
    Common Stock (2,672 underlying)
Holdings
  • Restricted Stock Units

    [F4]
    Common Stock (2,390 underlying)
    2,390
  • Restricted Stock Units

    [F5]
    Common Stock (1,261 underlying)
    1,261
  • Restricted Stock Units

    [F6]
    Common Stock (2,228 underlying)
    2,228
Footnotes (7)
  • [F1]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.
  • [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]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.
  • [F5]Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 1,261 will vest on January 10, 2027, contingent on the Reporting Person's continued service on each applicable vesting date.
  • [F6]Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 743 will vest on March 28, 2026, 743 will vest on March 28, 2027, and 742 will vest on March 28, 2028, 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, 891 will vest on March 6, 2027, 891 will vest on March 6, 2028, and 890 will vest on March 6, 2029, contingent on the Reporting Person's continued service on each applicable vesting date.
Signature
/s/ Eric A. Hanson|2026-03-10

Documents

1 file
  • 4
    ownership.xmlPrimary