[8-K] Lifeway Foods Inc Reports Material Event

Rhea-AI Filing Summary

Lifeway Foods, Inc. disclosed that it issued a press release reporting its financial results for the three and six months ended June 30, 2025, and attached that release as Exhibit 99.1 to this Form 8-K.

The company also announced estimated net sales of $26.4 million for the third quarter through August 11, 2025, which the filing states represents a 20% increase from approximately $22 million for the same period last year. The filing clarifies that the press release information is incorporated by reference and is not "filed" for Section 18 liabilities.

Positive

• Estimated Q3 net sales of $26.4 million, representing a 20% year-over-year increase
• Press release attached as Exhibit 99.1, providing formal disclosure of quarterly results

Negative

• None.

Insights

Financial Analyst

TL;DR: Lifeway reports a material Q3 net-sales estimate of $26.4M, up 20% year-over-year—an encouraging top-line signal.

The 8-K attaches a press release disclosing estimated third-quarter net sales through August 11, 2025, of $26.4 million versus roughly $22 million in the prior-year period, a 20% increase. For investors, a persistent double-digit sales uplift is notable because it directly affects revenue trajectory, though the filing provides no accompanying margin, profit, or segment detail. The disclosure is limited to the press release and clarifies that the content is not "filed" under Section 18, which affects legal treatment but does not change the reported estimate itself.

Industry Specialist

TL;DR: The company shows clear year-over-year sales growth; absence of detailed drivers or profitability context limits full assessment.

Lifeway's reported estimated net sales growth of 20% for the quarter-to-date is a meaningful operational signal, indicating stronger demand or distribution compared to the prior year. The filing is concise and links to a press release as Exhibit 99.1 for more detail, but the 8-K itself does not include segmented sales, cost, or margin data. Without those details, it is difficult to assess sustainability, channel mix, or margin impacts, so the development is positive but requires the press release or subsequent filings for complete evaluation.

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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): August 12, 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 2.02. Results of Operations and Financial Condition.

On August 12, 2025, Lifeway Foods, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025 (the “Press Release”).

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

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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.

Item 7.01. Regulation FD Disclosure.

On August 12, 2025, the Company announced in its Press Release estimated net sales of $26.4 million during the third quarter through August 11, 2025, representing a 20% increase from approximately $22 million during 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated August 12, 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: August 12, 2025	By:	/s/ Eric Hanson
		Name: Eric Hanson
		Title: Chief Financial Officer

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FAQ

What did Lifeway Foods (LWAY) disclose in this 8-K?

The company announced a press release reporting its financial results for the three and six months ended June 30, 2025, attached as Exhibit 99.1.

What are Lifeway's estimated net sales for Q3 through Aug 11, 2025 (LWAY)?

Estimated net sales of $26.4 million, a 20% increase from approximately $22 million in the same period last year.

Is the press release included in the filing for LWAY?

Yes. The press release is attached as Exhibit 99.1 and incorporated by reference in the Form 8-K.

Does the 8-K state the press release is "filed" under Section 18?

No. The filing explicitly states the press release information shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Are detailed financial statements or segment results included in this 8-K for LWAY?

No. The 8-K attaches a press release and the Inline XBRL cover page but does not include full financial statements or segmented financial detail within the form itself.