Lifeway Food SEC Filings

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.

Edward and Ludmila Smolyansky, who state they control voting for approximately 26% of Lifeway Foods (NASDAQ: LWAY), issued a DFAN14A outlining objections to the company’s governance moves. They highlight the Board’s amendment to extend the Shareholder Rights Agreement by one year to October 29, 2026, noting it was approved without a shareholder vote, and point to a bylaw change setting board size between 5 and 10 directors.

The filing says Lifeway cited “concentrated ownership” and potential share sales as rationale for the extension and references proxy advisor views that long-term poison pills generally warrant scrutiny. It notes Danone SA holds about 23% of shares. The group plans to nominate George Sent for election at the 2025 annual meeting and to bring an advisory proposal to form a new committee of independent directors first appointed or elected after September 30, 2025. Lifeway plans to report Q3 results on November 12.

Lifeway Foods (LWAY) announced board changes and a bylaw update. The Board appointed Andee Harris and Rachel Drori as directors to serve until the next annual meeting or earlier resignation or removal. Harris was also named to the Audit and Corporate Governance Committee. The new directors will be compensated under the company’s standard non‑employee director program.

The Board amended the bylaws to set a director range of five to teneight, effective immediately. The company disclosed no arrangements or family relationships related to these appointments. An amendment to the bylaws was filed as Exhibit 3.1.

Lifeway Foods, Inc. extended its shareholder rights plan. The board approved Amendment No. 1 to the Shareholder Rights Agreement, moving the Final Expiration Time to the close of business on October 29, 2026.

The board cited “highly concentrated share ownership” and the potential for “a substantial number of shares” to become available for sale under existing agreements and registration obligations, which could allow a person or group to gain actual or de facto control without paying a control premium. The plan is intended to ensure all shareholders have the opportunity to realize the full value of their investment and to guard against control tactics that do not compensate other shareholders.

The amendment was executed with Computershare Trust Company, N.A. as Rights Agent. Related exhibits include the original rights agreement and the amendment, along with a press release announcing the change.

Lifeway Foods, Inc. filed a resale shelf registration for up to 3,454,756 shares of common stock to be offered from time to time by the selling stockholder, Danone North America PBC and its affiliates. The company will not receive any proceeds from these sales and will bear certain registration expenses.

The shares may be sold on Nasdaq, over-the-counter, or otherwise, at market-related, fixed, or negotiated prices using methods described in the Plan of Distribution. The registration enables the selling stockholder to sell without restriction and was undertaken pursuant to a Cooperation Agreement dated September 30, 2025. Lifeway’s common stock trades on Nasdaq under “LWAY”; the last reported sale price was $26.29 on October 24, 2025.