[8-K] Lifeway Foods Inc Reports Material Event

Rhea-AI Filing Summary

Lifeway Foods announced a Separation Agreement with former executive Amy Feldman on June 16, 2025. The agreement includes significant compensation and equity arrangements:

• A lump sum payment of $555,313.13, subject to statutory deductions
• Immediate vesting of 7,875 restricted stock units
• Vesting of 5,448 performance stock units under the 2022 Omnibus Incentive Plan

The agreement includes a comprehensive release of claims by Feldman and confirms that no additional compensation or benefits will be provided beyond those specified. The settlement fulfills all obligations under Feldman's original executive employment agreement from October 31, 2018. This material event follows her previously reported termination announced in March 2025.

Positive

• None.

Negative

• Executive departure and separation agreement with Amy Feldman requiring a significant lump sum payment of $555,313.13 plus vesting of 7,875 restricted stock units and 5,448 performance stock units

Insights

Executive Compensation Analyst

Lifeway Foods finalizes separation agreement with Amy Feldman, committing to $555K payment plus acceleration of stock awards.

This 8-K filing details the finalization of a separation agreement between Lifeway Foods and former executive Amy Feldman. The company has committed to a $555,313.13 lump-sum payment to Feldman, representing a significant one-time expense. Beyond the cash component, Lifeway has agreed to accelerate the vesting of 7,875 restricted stock units (RSUs) and 5,448 performance stock units (PSUs), which carries additional accounting implications.

The agreement contains standard mutual release provisions, with Feldman waiving potential claims against the company. This settlement satisfies all obligations under Feldman's original employment agreement dated October 31, 2018. While the filing references a previous disclosure of her termination from March 6, 2025, it doesn't specify her former position or the circumstances of her departure.

From a compensation perspective, this agreement follows standard executive separation practices, though the substantial payout suggests Feldman held a significant position. The accelerated vesting of equity awards will likely result in immediate recognition of any remaining unrecognized compensation expense in Lifeway's financial statements for the current quarter. The total compensation package value exceeds half a million dollars in cash alone, not including the market value of the vested equity awards.

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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 16, 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 1.01. Entry into a Material Definitive Agreement.

On June 16, 2025, Lifeway Foods, Inc. (the “Company”) entered into an agreement (the “Separation Agreement”) with Amy Feldman, that provides for certain separation benefits to Amy Feldman in relation with her termination by the Company, as reported in the Company’s Current Report on Form 8-K filed on March 6, 2025.

Pursuant to the Separation Agreement, the Company has agreed, among other things, to (i) pay Amy Feldman a single lump sum of $555,313.13 (the “Separation Payment”), less applicable statutory deductions and authorized withholdings, (ii) vest 7,875 outstanding restricted stock units held by Amy Feldman, and (iii) vest 5,448 outstanding but unvested performance stock units under the Company’s 2022 Omnibus Incentive Plan.

Pursuant to the Separation Agreement, Amy Feldman waives and releases certain claims contained therein and agreed, among other things, (i) that the Company has already paid a payment for all unused paid time off that had accrued as of the Separation Date (as defined in the Separation Agreement) and (ii) that she is not entitled to and will not receive any additional compensation, payments or benefits of any kind from the Released Parties (as defined in the Separation Agreement). Further, such Separation Payment is made in full satisfaction of any amounts and benefits under the executive employment agreement between the Company and Amy Feldman, dated October 31, 2018.

The description of the Separation Agreement contained herein is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10.1	Separation Agreement dated as of June 16, 2025, between the Company and Amy Feldman.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 23, 2025	By:	/s/ Eric Hanson
		Name: Eric Hanson
		Title: Chief Financial Officer

2

FAQ

What severance package did LWAY provide to Amy Feldman in June 2025?

According to the 8-K filing, LWAY provided Amy Feldman with: (1) a lump sum payment of $555,313.13, (2) vesting of 7,875 restricted stock units, and (3) vesting of 5,448 outstanding performance stock units under the Company's 2022 Omnibus Incentive Plan.

When did LWAY sign the separation agreement with Amy Feldman?

Lifeway Foods (LWAY) entered into the separation agreement with Amy Feldman on June 16, 2025, as disclosed in their 8-K filing from June 28, 2025.

What terms did Amy Feldman agree to in LWAY's separation agreement?

Under the separation agreement, Amy Feldman agreed to: (1) waive and release certain claims, (2) acknowledge that all unused paid time off had already been paid, and (3) confirm she would not receive any additional compensation beyond the specified separation benefits. The agreement fully satisfies any amounts due under her original October 31, 2018 executive employment agreement.

Who signed LWAY's 8-K filing regarding the separation agreement?

The 8-K filing was signed by Eric Hanson, Chief Financial Officer of Lifeway Foods, on June 23, 2025.

What stock compensation was included in LWAY's separation agreement with Amy Feldman?

The separation agreement included the vesting of two types of stock compensation: 7,875 restricted stock units and 5,448 outstanding performance stock units under LWAY's 2022 Omnibus Incentive Plan.