[8-K] Lifeway Foods Inc Reports Material Event

Rhea-AI Filing Summary

Form 4 shows that on 07/29/2025 PCB Bancorp (PCB) director and 10% owner Sang Young Lee executed five open-market purchases totaling 18,200 common shares at prices ranging from $21.40 to $21.49. All transactions were made indirectly through a family trust and coded “P” (purchase). Following the buys, Lee’s indirect beneficial ownership increased to 1,569,210 shares. No sales or derivative transactions were reported.

Positive

• 18,200-share open-market purchase reflects insider confidence in PCB valuation.
• Total indirect holdings rise to 1.57 million shares, underscoring long-term alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Large insider buy signals confidence; increases indirect stake to 1.57 M shares.

The purchase of 18,200 shares (~$390 k) at market prices suggests the director sees value near $21.45. As a 10% holder, Lee’s incremental add—while small versus existing stake—reinforces a positive signal without diluting ownership structures. No red flags in transaction coding; absence of derivative activity points to straightforward equity conviction.

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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): July 29, 2025

LIFEWAY FOODS, INC.

(Exact Name of Registrant as Specified in 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, no par value	LWAY	The NASDAQ Stock Market
Preferred Stock Purchase Rights	n/a	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 7.01. Regulation FD Disclosure.

On July 29, 2025, Lifeway Foods, Inc., an Illinois corporation (the “Company”), issued a press release regarding the consent solicitation statement filed by Ludmila Smolyansky, Edward Smolyansky, Richard Beleutz, Cindy Curry, Michael Leydervuder, George Sent and Robert Whalen. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by Lifeway Foods, Inc. on July 29, 2025.
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: July 29, 2025	By:	/s/ Julie Smolyansky
	Name:	Julie Smolyansky
	Title:	Chief Executive Officer and Secretary

FAQ

How many PCB shares did Sang Young Lee purchase?

18,200 common shares were bought on 07/29/2025.

At what price were the PCB shares acquired?

Prices ranged from $21.40 to $21.49 per share.

What is Sang Young Lee's total ownership after the transaction?

Indirect beneficial ownership rose to 1,569,210 shares.

Was the transaction a purchase or sale?

All reported transactions were purchases (code "P").

Did the filing report any derivative security activity?

No, Table II was empty; only common stock purchases were disclosed.