[144] Lifeway Foods, Inc. SEC Filing

Rhea-AI Filing Summary

Lifeway Foods (LWAY) submitted a Form 144 disclosing a proposed sale of 10,000 shares of common stock through Citigroup Global Markets, slated for 09/24/2025, with an aggregate market value of $266,914 and 15,226,520 shares outstanding. The filing states the securities were acquired on 05/19/2023 from Ludmila Smolyansky for cash, showing an acquisition amount of 3,197,975 shares on that date. The notice also reports a recent sale: Edward Smolyansky sold 6,357 shares on 09/23/2025 for $168,653.75. The filer affirms no undisclosed material adverse information.

Positive

• Disclosure of proposed sale via Citigroup: The Form 144 specifies the broker and sale date, supporting market transparency.
• Detailed acquisition record: The filing states the shares were acquired on 05/19/2023 from Ludmila Smolyansky and paid in cash, clarifying provenance of the securities.
• Attestation of no undisclosed material adverse information: The signer affirms there is no non-public adverse information, which is a standard compliance representation.

Negative

• Insider sale activity: A sale of 6,357 shares by Edward Smolyansky on 09/23/2025 with gross proceeds of $168,653.75 is reported, indicating insider liquidity.
• Concentration of acquired shares recorded: The filing lists an acquisition amount of 3,197,975 shares on 05/19/2023, which may be notable in absolute terms given the outstanding share count.

Insights

Securities Analyst

TL;DR: Routine disclosure of a proposed Rule 144 sale and a recent small insider sale; presents transparency but limited material impact.

The Form 144 documents a proposed brokered transaction of 10,000 common shares via Citigroup on 09/24/2025 valued at $266,914 and notes a prior sale of 6,357 shares by Edward Smolyansky on 09/23/2025 for $168,653.75. The filing also records that the shares to be sold were acquired on 05/19/2023 from Ludmila Smolyansky for cash and lists total shares outstanding as 15,226,520. From an investor-information standpoint, this filing fulfills Rule 144 notice requirements and provides specific transaction dates, counterparties, and gross proceeds, enabling market participants to track insider-related supply into the market.

Corporate Governance Expert

TL;DR: Proper insider disclosure consistent with compliance obligations; no allegations or warnings in the filing.

The filing includes the standard attestation that the person signing does not possess undisclosed material adverse information. It lists the broker (Citigroup Global Markets Inc.) and the nature and timing of acquisition and payment (purchase on 05/19/2023, cash). The presence of recent insider sales and the formal representation in the remarks section reflect adherence to disclosure norms and reduce legal ambiguity for market participants, but the form contains no further governance disclosures or material narratives.

09/24/2025 - 04:13 PM

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Citigroup Global Markets Inc 388 Greenwich Street New York NY 10013	10000	266914.00	15226520	09/24/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/19/2023	Purchase	LUDMILA SMOLYANSKY			3197975	05/19/2023	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Edward Smolyansky 1219 N WELLS ST chicago IL 60610	Common	09/23/2025	6357	168653.75

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed by Lifeway Foods (LWAY) disclose?

The filing discloses a proposed sale of 10,000 common shares via Citigroup on 09/24/2025 with an aggregate market value of $266,914 and reports outstanding shares of 15,226,520.

Who acquired the securities and when were they purchased?

The securities to be sold were acquired on 05/19/2023 from Ludmila Smolyansky and the filing records payment in cash.

Were there any recent sales by insiders reported in the Form 144?

Yes. The filing reports that Edward Smolyansky sold 6,357 shares on 09/23/2025 for gross proceeds of $168,653.75.

Which broker is handling the proposed sale and on which exchange will it trade?

The proposed sale is to be handled by Citigroup Global Markets Inc. and the securities are listed to trade on NASDAQ.

Does the filing state whether any undisclosed material information exists?

The filer represents by signature that they do not know of any material adverse information regarding the issuer that has not been publicly disclosed.