SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hanson Eric A

(Last)

(First)

(Middle)

C/O LIFEWAY FOODS, INC.

6431 OAKTON STREET

(Street)

MORTON GROVE

60053

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lifeway Foods, Inc. [ LWAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	03/07/2025		A		22,267⁽¹⁾	A	$0⁽²⁾	49,991	D
Common Stock, no par value	03/07/2025		F		9,769⁽³⁾	D	$21.2	40,222	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	2,524		2,524	D
Restricted Stock Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	4,780		4,780	D
Restricted Stock Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	2,488		2,488	D

Explanation of Responses:

1. On August 31, 2022, 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 7, 2025.

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. Of such restricted stock units, 1,263 will vest on January 10, 2026 and 1,261 will vest on January 10, 2027, contingent on the Reporting Person's continued service on each applicable vesting date.

5. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 2,390 will vest on June 16, 2025 and 2,390 will vest on June 16, 2026, 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. The restricted stock units will vest on August 31, 2025, contingent on the Reporting Person's continued service on the vesting date.

	/s/ Eric A. Hanson	03/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

CFO Hanson Eric A covered exercise/tax liability with 9,769 shares and was granted 22,267 shares, increasing direct ownership by 45% to 40,222 units (SEC Form 4)