Lifeway Food SEC Filings

Edward Smolyansky, a major Lifeway Foods shareholder and board nominee, outlines his campaign ahead of the 2025 shareholder vote. He asks investors to back himself and George Sent as “Shareholder Nominees” by voting on the GREEN card, support Proposal 6 to create an independent Strategic Review & Performance Committee, and withhold votes from Julie Smolyansky, Dorri McWhorter, and Jason Scher.

Smolyansky says that, as co‑founders and large owners, he and Ludmila Smolyansky have spent years challenging what they view as weak governance, including the handling of unsolicited acquisition interest from Danone at $25 and $27 per share. He criticizes board-approved compensation decisions, citing an issuance of 283,337 shares and a $2 million retention bonus on top of equity grants valued at more than $6.5 million, and raises concerns about nepotism, director independence, and oversight of executive pay. He argues that electing his slate would enable a credible strategic review and tighter governance.

Lifeway Foods (LWAY)November 5, 2025 may vote.

Items include: electing eight directors; approving amendments to the Articles to add director exculpation and indemnification/expense advancement (each requires a two‑thirds vote of outstanding shares); ratifying Grant Thornton LLP as auditor for fiscal 2025; a non‑binding say‑on‑pay vote; a non‑binding vote on say‑on‑pay frequency; and a non‑binding shareholder proposal to form a Board committee to review management, strategy, and alternatives.

The Board recommends voting FOR its slate of eight nominees, FOR the charter amendments, FOR auditor ratification, FOR executive compensation, EVERY YEAR for say‑on‑pay frequency, and AGAINST the shareholder proposal. The filing notes a universal proxy card and an opposition nomination by a shareholder. A Cooperation Agreement with Danone North America PBC outlines Board refresh through the 2026 meeting.

Lifeway Foods (LWAY) filed a preliminary proxy for its 2025 Annual Meeting, seeking shareholder votes on eight director seats and several governance items. The Board backs its full slate and uses a universal WHITE proxy card that also lists an opposition nominee. Director elections will be decided by a plurality of votes cast.

Key proposals include amendments to the Articles of Incorporation to add director exculpation and to provide director indemnification and expense advancement, each requiring approval by two-thirds of outstanding shares entitled to vote. Shareholders are also asked to ratify Grant Thornton LLP as independent auditor for fiscal year 2025, approve executive compensation on an advisory basis, and select the frequency of future say‑on‑pay votes, with the Board recommending every year.

The agenda also includes a non-binding shareholder proposal requesting a new independent Board committee to review management, the strategic plan, and strategic alternatives. The Board recommends voting FOR the Board’s slate and Proposals Two, Three, and Four, selecting EVERY YEAR for Proposal Five, and AGAINST Proposal Six. The record date is November 5, 2025.

Lifeway Foods (LWAY) reported stronger Q3 2025 results. Net sales reached $57,143, up 24% year over year, driven by higher volumes of branded drinkable kefir. Gross margin improved to 28.7% from 25.7%, and net income rose to $3,529. Basic EPS was $0.23. For the first nine months, net sales were $157,135 (up 12.3%) and net income was $11,318.

Cash and cash equivalents increased to $22,990, with total assets of $109,526 and equity of $82,764. The company realized a $3,407 gain from the sale of its Simple Mills investment. Lifeway expanded its revolving credit facility commitment to $25,000 and reported no outstanding borrowings. It is investing in capacity expansion at its Waukesha, Wisconsin facility, expected to double manufacturing capacity and improve packaging efficiency by the fourth quarter of 2026. The company also purchased 402 dairy cows for $1,335 and entered a five-year herd agreement to support organic milk supply. Two customers accounted for 23% of Q3 net sales. Shares outstanding were 15,228,763 as of November 6, 2025.

Lifeway Foods (LWAY) filed an 8‑K announcing two items. First, the company furnished a press release with results for the quarter ended September 30, 2025. Second, Lifeway entered into a Cooperation Agreement with Danone North America and, pursuant to that agreement, filed a Form S‑3 “shelf” covering all shares of Lifeway common stock beneficially owned by Danone and its affiliates.

As part of that agreement, Lifeway publicly shared internal five‑year financial projections provided to Danone in August 2025. The summary shows Net Sales of $212 million (2025E) rising to $416 million (2029E), Operating Income from $18 million to $69 million, and Adjusted EBITDA from $29 million to $83 million. Capital Expenditures are listed at $26 million in 2025E, tapering to $3 million in 2029E, with Free Cash Flow increasing from $2 million to $76 million over the same period. Lifeway emphasizes these are unaudited, forward‑looking, non‑GAAP projections and not assurances of future results.

Lifeway Foods, Inc. (LWAY) reported a board change. On November 3, 2025, director Perfecto Sanchez resigned from the Board of Directors, effective immediately. The update was disclosed in a current report on Form 8-K.

The company’s common stock trades on the Nasdaq Global Market under the symbol LWAY. The filing was signed by Chief Financial Officer Eric Hanson.

Lifeway Foods (LWAY) reports an initial insider filing. A director filed a Form 3 stating no securities are beneficially owned in the company. The event date for this statement is 10/29/2025.

The filing identifies the reporting person as a Director and indicates the form was filed by one reporting person. The submission is administrative in nature and does not disclose any transactions or derivative holdings.