07/02/2026 | Press release | Distributed by Public on 07/02/2026 15:00
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | (2) | (2) | Common Stock | 2,512 | 2,512 | D | ||||||||
| Restricted Stock Units | (1) | (3) | (3) | Common Stock | 1,550 | 1,550 | D | ||||||||
| Restricted Stock Units | (1) | 07/01/2026 | M | 1,356 | (4) | (4) | Common Stock | 1,356 | (4) | 1,354 | D | ||||
| Restricted Stock Units | (1) | 07/01/2026 | A | 2,038 | (5) | (5) | Common Stock | 2,038 | (5) | 2,038 | D | ||||
| Phantom Stock | (6)(7) | 06/30/2026 | A | 828 | (6)(7) | (6)(7) | Common Stock | 828 | (6)(7) | 81,702 | D | ||||
| Phantom Stock | (6)(8) | 07/01/2026 | M | 1,356 | (6)(8) | (6)(8) | Common Stock | 1,356 | (6)(8) | 83,058 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SCHER JASON SCOTT C/O LIFEWAY FOODS, INC. 6431 OAKTON STREET MORTON GROVE, IL 60053 |
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| /s/ Eric Hanson, as attorney-in-fact | 07/02/2026 | |
| **Signature of Reporting Person | Date |
| * | 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") represents a contingent right to receive one share of common stock. |
| (2) | The RSUs vest on December 30, 2026 contingent on the Reporting Person's continued service as a Director on such vesting date. |
| (3) | The remaining RSUs will vest on August 31, 2026, contingent on the Reporting Person's continued service as a Director on such vesting date. |
| (4) | The remaining RSUs will vest on July 1, 2027, contingent on the Reporting Person's continued service as a Director on such vesting date. |
| (5) | The RSUs vest on July 1, 2027 contingent on the Reporting Person's continued service as a Director on each applicable vesting date. |
| (6) | 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. |
| (7) | 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 June 30, 2026 pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan (the "Director Plan"). |
| (8) | In connection with the vesting on July 1, 2026 of RSUs previously granted to the Reporting Person, the Reporting Person's receipt of 1,356 shares of common stock was deferred resulting in the Reporting Person's receipt instead of 1,356 shares of phantom stock pursuant to the Director Plan. The Reporting Person is therefore reporting the disposition of 1,356 RSUs in exchange for an equal number of shares of phantom stock. |