Hanson Eric A 4

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.