LENDWAY, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

LENDWAY, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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5000 West 36 th Street, Suite 220, Minneapolis, MN 55416

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS**

**TO BE HELD NOVEMBER 19, 2025

To the Stockholders of Lendway, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of Lendway, Inc. (the “Company”), a Delaware corporation, will be held on Wednesday, November 19, 2025, at 9:00 a.m., Central Time, at 5000 West 36 th Street, Minneapolis, Minnesota, for the following purposes:

and to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

The Board of Directors has set the close of business on September 24, 2025** **as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

All stockholders are eligible to attend the meeting in person. However, to ensure your representation at the meeting and your safety, you are urged to vote by Internet, by telephone, or if the proxy materials were mailed to you, by completing, signing and mailing the enclosed proxy card.

Important Notice Regarding Availability of Proxy Materials for the**

**Annual Meeting of Stockholders to be held on November 19, 2025:

The Proxy Statement and the Annual Report are available free of charge at: https://materials.proxyvote.com/45765Y

PROXY STATEMENT**

FOR

**2025 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

Annual Meeting of Stockholders

** November 19, 2025**

PROXY STATEMENT

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