Lifeway Foods Announces Pricing of Secondary Underwritten Public Offering of Common Stock

Lifeway Foods (Nasdaq:LWAY) announced the pricing of a secondary underwritten public offering of 3,454,756 existing common shares by Danone USA at $19.50 per share.

Rhea-AI Summary

Lifeway Foods (Nasdaq:LWAY) announced the pricing of a secondary underwritten public offering of 3,454,756 existing common shares by Danone USA at $19.50 per share.

The company will not issue new shares or receive proceeds, but plans an approximately $5.0 million share repurchase, conditional on the offering’s completion, expected May 19, 2026.

Positive

• No new shares issued; secondary offering uses existing Lifeway Foods common stock
• Planned approximately $5.0 million Lifeway Foods share repurchase at $19.50 per share

Negative

• Lifeway Foods will not receive any proceeds from the secondary offering
• Planned $5.0 million share repurchase implies a cash outflow for Lifeway Foods

Argus May 14 session

-4.59% close to close Open Argus

Details

News Market Reaction – LWAY

In the May 14 session, LWAY declined 4.59%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a secondary sale of 3,454,756 shares at $19.50 by Danone USA, with Lifeway...

Analysis

This announcement details a secondary sale of 3,454,756 shares at $19.50 by Danone USA, with Lifeway not issuing new stock and planning up to $5.0 million in repurchases. It draws on an existing Form S-3 shelf and a related 424B3 resale prospectus showing 15,281,888 shares outstanding. Investors may weigh reduced strategic-holder exposure against Lifeway’s recent Q1 2026 results, including net sales of $63.0 million and 36.7% growth, while monitoring future resales and capital allocation.

Key Figures

Secondary shares offered: 3,454,756 shares Offering price: $19.50 per share Share repurchase amount: $5.0 million +5 more

Secondary shares offered

3,454,756 shares

Secondary underwritten public offering by Danone USA PBC

Offering price

$19.50 per share

Public price for secondary offering shares

Share repurchase amount

$5.0 million

Company-agreed repurchase from underwriter at offering price

Shares outstanding

15,281,888 shares

Common shares outstanding as of Apr 30, 2026 (424B3)

Q1 2026 net sales

$63.0 million

Reported in 10-Q and 8-K for quarter ended Mar 31, 2026

Q1 2026 sales growth

36.7%

Year-over-year net sales increase, Q1 2026 vs. prior year

Q1 2026 gross margin

27.5%

Gross margin improvement from 24.0% in prior-year quarter

Revolver availability

$18.0 million

Availability under $25.0 million revolving credit facility after Q1 2026 draw

Historical Context

5 past events · Latest: Apr 23

5 events

1. Apr 23

   Retail partnership launch

   24h Move

   +0.5%

   New Erewhon smoothie partnership featuring Organic Lifeway Kefir.

2. Apr 06

   Branding event

   24h Move

   +0.1%

   Palm Springs wellness house to celebrate 40th anniversary and brand visibility.

3. Apr 01

   Preliminary outlook

   24h Move

   +17.5%

   Projected Q1 2026 net sales growth of 32%–35% year over year.

4. Mar 17

   Earnings results

   24h Move

   -7.2%

   Record 2025 results with $212.5M net sales and margin expansion.

5. Mar 09

   Earnings date set

   24h Move

   +1.1%

   Announcement of timing for Q4 and full-year 2025 results release.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

secondary underwritten public offering, shelf registration statement, form s-3, prospectus supplement, +1 more

5 terms

secondary underwritten public offering financial

"announced the pricing of a secondary underwritten public offering (the "Offering") of 3,454,756 shares"

A secondary underwritten public offering is a sale of already-existing shares by current owners (such as founders, early investors, or institutions) to the public, where one or more investment banks agree to buy any unsold shares and resell them to investors. It matters because it suddenly increases the number of shares available, can put downward pressure on the stock price, and signals that major shareholders are cashing out or providing more liquidity for trading.

shelf registration statement regulatory

"The Offering is being made pursuant to a shelf registration statement on Form S-3 (No. 333-291148)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3 (No. 333-291148) that was previously filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

book-running manager financial

"BTIG is acting as the sole book-running manager for the Offering."

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MORTON GROVE, Ill., May 14, 2026 /PRNewswire/ -- Lifeway Foods, Inc. (Nasdaq: LWAY) ("Lifeway" or the "Company") today announced the pricing of a secondary underwritten public offering (the "Offering") of 3,454,756 shares of its common stock ("Common Stock") by Danone USA Public Benefit Corporation (the "Selling Stockholder") at a price to the public of $19.50 per share.

The Offering consists entirely of shares of Common Stock being sold by the Selling Stockholder and is expected to close on May 19, 2026, subject to customary closing conditions. The Company is not selling any shares of Common Stock in the Offering and will not receive any proceeds from the Offering. The Company has agreed to repurchase approximately $5.0 million of the Shares in the Offering at the same per share price to be paid by investors in the Offering (the "Share Repurchase"). The Offering is not conditioned upon the completion of the Share Repurchase, but the share repurchase is conditioned upon the completion of the Offering.

BTIG is acting as the sole book-running manager for the Offering.

The Offering is being made pursuant to a shelf registration statement on Form S-3 (No. 333-291148) that was previously filed with the Securities and Exchange Commission ("SEC") and declared effective by the SEC on December 10, 2025. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering is available on the SEC's website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may also be obtained, when available, by contacting: BTIG, LLC, 65 East 55th Street, New York, New York 10022, Attn: Syndicate Department, BTIGSyndicateCoverage@btig.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Lifeway Foods, Inc.
Lifeway Foods, Inc., which has been recognized as one of America's Growth Leaders by TIME, as Dairy Foods' Processor of the Year 2025, one of Forbes' Best Small Companies and named to Inc.'s 2025 Best in Business list in the Best Challenger Brands category, is America's leading supplier of the probiotic, fermented beverage known as kefir. In addition to its line of drinkable kefir, the Company also produces a variety of cheeses and a ProBugs® line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, United Arab Emirates, Central America and the Caribbean. Learn how Lifeway is good for more than just you at lifewayfoods.com. 

Cautionary Statement Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, express or implied statements related to Bel's expectations regarding the timing and closing of the offering. The words "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "seek," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Derek Miller
Vice President of Communications, Lifeway Foods
Email: derekm@lifeway.net 

General inquiries:
Lifeway Foods, Inc.
Phone: 847-967-1010
Email: info@lifeway.net

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SOURCE Lifeway Foods, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Lifeway Foods (LWAY) announce about its May 2026 secondary offering?

Lifeway Foods announced a secondary underwritten public offering of 3,454,756 existing common shares at $19.50 per share. According to Lifeway, all shares are sold by Danone USA, with the company itself not selling any stock in the transaction.

What is the share price and size of Lifeway Foods (LWAY) May 2026 secondary offering?

The secondary offering is priced at $19.50 per share for 3,454,756 common shares. According to Lifeway, all shares are sold by Danone USA, and the deal is expected to close on May 19, 2026, subject to customary conditions.

Will Lifeway Foods (LWAY) receive any cash proceeds from the May 2026 secondary offering?

Lifeway Foods will not receive any proceeds from this secondary offering. According to Lifeway, the company is not selling shares; instead, Danone USA is the sole selling stockholder for all 3,454,756 shares offered to the public.

What is Lifeway Foods’ planned $5 million share repurchase related to the LWAY secondary offering?

Lifeway Foods agreed to repurchase approximately $5.0 million of shares at $19.50 each. According to Lifeway, this share repurchase is conditioned on the completion of the secondary offering, while the offering itself is not conditioned on the repurchase.

When is the Lifeway Foods (LWAY) secondary offering expected to close?

The secondary offering is expected to close on May 19, 2026. According to Lifeway, the closing remains subject to customary conditions, with BTIG acting as sole book-running manager and shares sold under an effective Form S-3 shelf registration.

Who is selling shares in the Lifeway Foods (LWAY) May 2026 secondary offering?

Danone USA Public Benefit Corporation is the sole selling stockholder in this secondary offering. According to Lifeway, Danone is selling 3,454,756 existing Lifeway Foods common shares, while the company issues no new shares and receives no offering proceeds.