03/10/2026 | Press release | Distributed by Public on 03/10/2026 14:31
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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 | (4) | (4) | (4) | Common Stock | 2,390 | 2,390 | D | ||||||||
| Restricted Stock Units | (5) | (5) | (5) | Common Stock | 1,261 | 1,261 | D | ||||||||
| Restricted Stock Units | (6) | (6) | (6) | Common Stock | 2,228 | 2,228 | D | ||||||||
| Restricted Stock Units | (7) | 03/06/2026 | A | 2,672 | (7) | (7) | Common Stock | 2,672 | (7) | 2,672 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hanson Eric A C/O LIFEWAY FOODS, INC. 6431 OAKTON STREET MORTON GROVE, IL 60053 |
CFO | |||
| /s/ Eric A. Hanson | 03/10/2026 | |
| **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) | 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. |
| (2) | PSUs convert into common stock on a one-for-one basis. |
| (3) | No stock was sold. Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |