LWAY updates bylaws to 5–10 director range; board at 8

Rhea-AI Filing Summary

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 ten and fixed the current Board size at eight, 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.

8-K Event Classification

3 items: 5.02, 5.03, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2025

LIFEWAY FOODS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Illinois	000-17363	36-3442829
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6431 Oakton Street Morton Grove, Illinois		60053
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 967-1010

N/A

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		LWAY		Nasdaq Global Market
Preferred Stock Purchase Rights		None		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2025, the Board of Directors (the “Board”) of Lifeway Foods, Inc., an Illinois corporation (the “Company”), appointed Andee Harris and Rachel Drori (the “New Directors”) to serve as directors until the next annual meeting of stockholders of the Company or their earlier resignation or removal.

The Board has appointed Ms. Harris to serve as a member of the Audit and Corporate Governance Committee of the Board.

The New Directors will receive compensation for service to the Board in accordance with the non-employee director compensation program paid by the Company to all non-employee directors.

There are no arrangements or understandings between either of the New Directors and any other person pursuant to which each New Director was selected as director. There are no family or other relationships between either of the New Directors and the Company or any related person that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the appointments discussed under Item 5.02 above, on October 29, 2025, the Board approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws (the “By-laws”), effective immediately, which provides for a range of Board size of between five (5) and ten (10) directors, which number within that range shall be set from time to time by resolution of the Board. The Board has set the size of the Board at eight (8) directors.

The foregoing description of the Amendment is qualified by the full text of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits:

Exhibit No.		Description
3.1		Amendment No. 1 to the Second Amended and Restated Bylaws of Lifeway Foods, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LIFEWAY FOODS, INC.
Date:  November 4, 2025		By:	/s/ Eric Hanson
			Name:		Eric Hanson
			Title:		Chief Financial Officer

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FAQ

What did LWAY announce regarding its Board of Directors?

Lifeway Foods appointed Andee Harris and Rachel Drori as directors, with Harris joining the Audit and Corporate Governance Committee.

How did LWAY change its bylaws on board size?

The bylaws now allow a Board size range of five to ten directors, and the Board set the current size at eight.

How long will the new LWAY directors serve?

They will serve until the next annual meeting or earlier resignation or removal.

Will the new LWAY directors receive compensation?

Yes. They will be paid under the company’s standard non-employee director compensation program.

Are there any related-party relationships disclosed for the new LWAY directors?

No. The company stated there are no arrangements or family relationships requiring disclosure.

Which exhibit includes the bylaw amendment for LWAY?

The bylaw amendment is filed as Exhibit 3.1.