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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):
April 1, 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 2.02. Results of Operations and Financial Condition.
On April 1, 2026, Lifeway Foods, Inc. (the “Company”) issued
a press release announcing estimated unaudited net sales of between $60.8 and $62.3 million for the first quarter ended March 31, 2026,
representing a 32-35% 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 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.
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; and the effects of government regulation; possible delays in the introduction of new products; and customer acceptance
of products and services. 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, 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 April
1, 2026. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 1, 2026 |
|
By: |
/s/ Eric Hanson |
|
| |
|
|
Name: |
Eric Hanson |
|
| |
|
|
Title: |
Chief Financial Officer |
|
Exhibit 99.1
Lifeway Foods Surges Into 2026, Projecting 32%
to 35% First Quarter Growth
Momentum Signals Continued Kefir & Farmer
Cheese Boom
Announces First Quarter 2026 Earnings Date
of May 14, 2026
MORTON GROVE, Ill., April 1, 2026 – Lifeway Foods, Inc.
(Nasdaq: LWAY) (“Lifeway” or the “Company”), the leading U.S. supplier of kefir and fermented probiotic products
to support the microbiome, today provided preliminary financial outlook for the first quarter of 2026 and announced the timing of its
upcoming earnings date.
The Company expects net sales for the first quarter ended March 31,
2026 to be in the range of $60.8 million to $62.3 million, an increase of 32% to 35% compared to the first quarter ended March 31, 2025,
reflecting continued momentum across Lifeway’s core kefir and farmer cheese portfolio, with strong consumer demand for protein-rich,
probiotic foods.
“We are entering 2026 with strong velocity across our business
and continued demand for Lifeway’s category-leading kefir and farmer cheese,” said Julie Smolyansky, President and Chief Executive
Officer of Lifeway Foods. “Our focus remains on expanding distribution, driving innovation and delivering consistent, profitable
growth as we build on our leadership in the fermented dairy space.”
First Quarter 2026 Earnings Conference Call and Webcast
Lifeway will
report its financial results for the first quarter ended March 31, 2026 on May 14, 2026, before market open. At 9am ET on May 14, 2026,
a pre-recorded conference call and webcast with Julie Smolyanksy, Lifeway's President and Chief Executive Officer, discussing these results
with additional comments and details, will be made available through the "Investor Relations" section of the Company's website
at https://lifewaykefir.com/webinars-reports/.
About Lifeway Foods, Inc.
Lifeway Foods, Inc., which has been recognized as one of America's
Growth Leaders by TIME, as Dairy Foods' Processor of the Year 2025, one of Forbes' Best Small Companies and named to Inc.'s 2025 Best
in Business list in the Best Challenger Brands category, is America's leading supplier of the probiotic, fermented beverage known as kefir.
In addition to its line of drinkable kefir, the Company also produces a variety of cheeses and a ProBugs® line for kids. Lifeway's
tart and tangy fermented dairy products are now sold across the United States, Mexico, Ireland, South Africa, United Arab Emirates, and
France. Learn how Lifeway is good for more than just you at lifewayfoods.com.
Forward-Looking Statements
This press release contains "forward-looking statements"
as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, unaudited estimated net sales. These
statements use words, and variations of words, such as "anticipate," "plan," "project," "estimate,"
"potential," "forecast," "will," "continue," "future," "increase," "believe,"
"outlook," "expect," and "predict." You are cautioned not to rely on these forward-looking statements. These
forward-looking statements are made as of the date of this press release, 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 Lifeway's control.
If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially
from Lifeway'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; and customer acceptance of products and services. A further list and description of these
risks, uncertainties, and other factors can be found in Lifeway's Annual Report on Form 10-K for the fiscal year ended December 31, 2025
and the Lifeway's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025, and September 30, 2025.
Copies of these filings are available online at https://www.sec.gov, http://lifewaykefir.com/investor-relations/, or on request from Lifeway.
Lifeway 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.
Derek Miller
Vice President of Communications, Lifeway Foods
Email: derekm@lifeway.net
Perceptual Advisors
Dan Tarman
Email: dtarman@perceptualadvisors.com
General inquiries:
Lifeway Foods, Inc.
Phone: 847-967-1010
Email: info@lifeway.net
