Lifeway Foods (NASDAQ: LWAY) reports $39.1M early Q3 sales, up 20%

Rhea-AI Filing Summary

Lifeway Foods, Inc. reported estimated unaudited net sales of $39.1 million for the first two months of its third quarter, through August 31, 2025. This represents a 20% increase compared with the same period a year earlier, indicating strong sales momentum early in the quarter.

The figures are preliminary and unaudited and were shared via a press release furnished under Regulation FD, meaning they are provided for informational purposes and are not incorporated into other securities law filings unless specifically referenced. The company also reminds readers that these sales figures and related discussion involve forward‑looking statements that are subject to various business and market risks.

Insights

Equity research analyst

Lifeway posts an estimated 20% early-Q3 sales increase.

Lifeway Foods released an update showing estimated unaudited net sales of $39.1 million for the first two months of its third quarter through August 31, 2025, up 20% from the prior-year period. This suggests meaningful top-line growth in the current quarter’s early stages.

The figures are explicitly described as estimates and unaudited, so they may differ from final reported results. They were furnished under Regulation FD rather than filed, which underscores their informational nature and limits certain legal liabilities.

Because the update covers only part of the quarter, the eventual full-quarter performance will depend on how sales trend for the remaining month, which is not addressed here. Subsequent periodic reports for the quarter ended September 30, 2025 will show how these early gains translate into full-quarter revenue and profitability.

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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): September 2, 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)		(I.R.S. Employer Identification No.)

6431 Oakton St. Morton Grove, IL		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 pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	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 7.01. Regulation FD Disclosure.

On September 2, 2025, Lifeway Foods, Inc. (the “Company”) issued a press release announcing estimated unaudited net sales of $39.1 million for the first two months of the third quarter through August 31, 2025, representing a 20% increase from the same period in the prior year.

A copy of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information under Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing regardless of any general incorporation language in such filing.

This Current Report and Exhibit 99.1 hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical statements of fact and those regarding the Company’s intent, belief, plans or expectations for the Company’s business, operations, financial performance or condition, including, without limitation, statements regarding estimated unaudited net sales. These statements use words, and variations of words, such as “continue,” “believe,” “expect,” “anticipate,” “plan,” “project,” “estimate,” “outlook,” “potential,” “forecast” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” You are cautioned not to rely on these forward-looking statements. These forward-looking statements are made as of the date of this Current Report, are based on current expectations of future events and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond the Company’s control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections. These risks, uncertainties and other factors include: price competition; the decisions of customers or consumers; the actions of competitors; changes in the pricing of commodities; the effects of government regulation; possible delays in the introduction of new products; customer acceptance of products and services; and uncertainty regarding proposals or other actions taken by shareholders related to the unsolicited proposal made by Danone North America PBC (“Danone”) to acquire all of the shares of Lifeway stock that Danone does not already own. A further list and description of these risks and uncertainties, and other factors can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025. Copies of these filings are available online at https://www.sec.gov, http://lifewaykefir.com/investor-relations/, or on request from the Company. The Company expressly disclaims any obligation to update any forward-looking statements (including, without limitation, to reflect changed assumptions, the occurrence of anticipated or unanticipated events or new information), except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated September 2, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.
Dated: September 2, 2025	By:	/s/ Eric Hanson
		Name: Eric Hanson
		Title: Chief Financial Officer

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FAQ

What net sales did Lifeway Foods (LWAY) report in this update?

Lifeway Foods reported estimated unaudited net sales of $39.1 million for the first two months of its third quarter, through August 31, 2025.

How did Lifeway Foods' early third-quarter sales compare to last year?

The company stated that estimated net sales of $39.1 million for the first two months of the third quarter represent a 20% increase over the same period in the prior year.

Are the Lifeway Foods (LWAY) sales figures in this 8-K final and audited?

No. The company described the $39.1 million in net sales as estimated and unaudited, meaning they are preliminary and may differ from the final reported results.

Under which SEC item did Lifeway Foods furnish this sales update?

The company provided this information under Item 7.01, Regulation FD Disclosure, and noted that it is being furnished, not filed, except where specifically incorporated by reference.

Does this Lifeway Foods update include any forward-looking statements?

Yes. The company stated that the update and the related press release contain forward-looking statements, including statements about estimated unaudited net sales, which are subject to various risks and uncertainties.

What risks did Lifeway Foods reference in connection with these sales estimates?

The company pointed to risks such as price competition, customer and competitor actions, commodity pricing, government regulation, product acceptance, and matters related to a shareholder proposal involving Danone North America PBC, as further described in its recent Form 10-K and Forms 10-Q.