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  4. [8-K] Lifeway Foods, Inc. Reports Material Event

Lifeway Foods (NASDAQ: LWAY) redeems shareholder rights at $0.001 and ends plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lifeway Foods, Inc. disclosed that its Board of Directors has redeemed all preferred share purchase rights outstanding under its previously disclosed Shareholder Rights Agreement with Computershare Trust Company, N.A. as rights agent, effective June 5, 2026.

Each Right will be redeemed for a cash payment of $0.001 per Right. After the redemption, the rights will terminate, holders’ only remaining entitlement will be to receive the redemption price, and the Rights Agreement dated November 4, 2024, as amended on October 29, 2025, will terminate and have no further force or effect.

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Insights

Lifeway ends its shareholder rights plan by redeeming all outstanding rights.

Lifeway Foods has redeemed all preferred share purchase rights under its Shareholder Rights Agreement at $0.001 per Right, effective June 5, 2026. This action terminates both the rights themselves and the agreement with Computershare Trust Company, N.A. as rights agent.

Shareholder rights agreements, often called rights plans, are typically designed to address concentrated ownership or takeover activity. Ending the plan removes this specific anti-takeover mechanism and simplifies the company’s capital structure from a rights perspective.

The change becomes effective on June 5, 2026, after which holders’ only entitlement is the redemption price. Future company filings may provide additional context on ownership dynamics and any strategic rationale the Board considered when approving this redemption.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Redemption price per Right $0.001 per Right Preferred share purchase rights redemption
Rights redemption effective date June 5, 2026 Date rights and agreement terminate
Rights Agreement original date November 4, 2024 Date Shareholder Rights Agreement entered
Rights Agreement amendment date October 29, 2025 Date agreement was amended
Shareholder Rights Agreement financial
"under the previously disclosed Shareholder Rights Agreement, dated November 4, 2024, as amended on October 29, 2025"
A shareholder rights agreement is a legal contract that spells out the powers and protections of shareholders, such as how shares can be bought, sold, or diluted and what happens during takeovers or corporate disputes. It matters to investors because it shapes how much control they have, how their ownership can change, and what safeguards exist against abrupt changes—like a homeowner’s rules that prevent a single neighbor from altering the whole block.
preferred share purchase rights financial
"to redeem the preferred share purchase rights (each, a “Right”) outstanding under the previously disclosed Shareholder Rights Agreement"
Preferred share purchase rights are contractual entitlements that let certain investors buy newly issued preferred shares at a specified price and time, often before the public. Preferred shares themselves usually receive priority for dividend payments and claims on assets, so these purchase rights act like a coupon to secure that priority; they matter to investors because they protect ownership stakes, can preserve income priority, and influence how much new capital a company can raise and how existing ownership is diluted.
rights agent financial
"Shareholder Rights Agreement ... with Computershare Trust Company, N.A., as rights agent"
A rights agent is a neutral third party, usually a bank or trust company, that runs the mechanical parts of a company’s rights offering — tracking who gets rights, processing requests to buy additional shares, collecting payments, and issuing the new stock. For investors, the rights agent ensures the offer is handled correctly and on time, which affects the ability to exercise rights and the perceived fairness and legality of the transaction.
redemption price financial
"to receive the redemption price of $0.001 for each Right so held"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Lifeway Foods (LWAY) announce about its shareholder rights plan?
Lifeway Foods announced that its Board redeemed all preferred share purchase rights under its Shareholder Rights Agreement effective June 5, 2026. After this redemption, the rights terminate, and the agreement with Computershare Trust Company, N.A. has no further force or effect.

What is the redemption price for each Lifeway Foods preferred share purchase right?
Each preferred share purchase right will be redeemed for $0.001. After redemption, the rights terminate and holders’ only remaining entitlement is to receive this $0.001 per Right cash payment, as approved by Lifeway Foods’ Board of Directors.

When does the Lifeway Foods rights redemption and termination become effective?
The redemption and termination of Lifeway Foods’ preferred share purchase rights are effective June 5, 2026. From that date, the rights cease to exist, and the Shareholder Rights Agreement is terminated and no longer governs any aspect of the company’s capital structure.

Which agreement is Lifeway Foods terminating through this rights redemption?
Lifeway Foods is terminating its Shareholder Rights Agreement dated November 4, 2024, as amended on October 29, 2025. Once all rights are redeemed at $0.001 per Right, this agreement with Computershare Trust Company, N.A. will be of no further force or effect.

Who is the rights agent under Lifeway Foods’ Shareholder Rights Agreement?
Computershare Trust Company, N.A. serves as the rights agent under Lifeway Foods’ Shareholder Rights Agreement. Following the Board’s decision to redeem all rights at $0.001 per Right, the agreement with Computershare will terminate and no longer remain in effect.

Does Lifeway Foods’ rights redemption affect common stock listed under symbol LWAY?
The rights redemption concerns preferred share purchase rights under the Shareholder Rights Agreement, not the common stock itself. Lifeway Foods’ common stock, trading under symbol LWAY on The Nasdaq Stock Market, remains the company’s listed equity security following this governance change.
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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): June 5, 2026

 

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 West 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, no par value   LWAY   The Nasdaq Stock Market
Preferred Stock Purchase Rights   None   The Nasdaq Stock 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 1.02. Termination of a Material Definitive Agreement.      

 

The information set forth in Item 3.03 below is incorporated by reference in this Item 1.02.

 

Item 3.03. Material Modification to Rights of Security Holders.      

 

On June 5, 2026, the Board of Directors (the “Board”) of Lifeway Foods, Inc. (the “Company) authorized and directed the Company to redeem the preferred share purchase rights (each, a “Right”) outstanding under the previously disclosed Shareholder Rights Agreement, dated November 4, 2024, as amended on October 29, 2025 (the “Rights Agreement”), with Computershare Trust Company, N.A., as rights agent, effective as of June 5, 2026. Upon such redemption, the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the redemption price of $0.001 for each Right so held and the Rights Agreement will terminate and be of no further force or effect.

 

 

 

 

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: June 5, 2026   By: /s/ Eric Hanson  
      Name: Eric Hanson  
      Title: Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

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