Lifeway Foods Inc. filings document the regulatory record for an Illinois operating company whose common stock trades on the Nasdaq Global Market under the symbol LWAY. Its Form 8-K reports cover operating results, sales estimates, Regulation FD disclosures, material agreements, director appointments and resignations, and compensatory arrangements under the company's 2022 Omnibus Incentive Plan.
Proxy materials describe annual shareholder meeting matters, board and committee governance, executive compensation and equity-plan administration. The filing record also identifies the company's registered securities, including common stock and preferred stock purchase rights, and includes formal disclosures related to financial reporting, governance changes and capital-structure matters.
Danone holds 3,454,756 shares of Lifeway Foods, representing 22.7% of the outstanding common stock based on 15,226,520 shares. This filing is Amendment No. 11 to Danone's long‑standing Schedule 13D and reports a Letter Agreement dated September 30, 2025 between Danone North America PBC and Lifeway. The Letter Agreement is designed to give Danone additional optionality to sell its stake and, among other things, requires Lifeway to maintain a shelf registration to facilitate potential sales, contemplates appointment of three independent directors within 30 days and a fourth within 45 days acceptable to Danone, contemplates an independent board chair, contains voting commitments by Danone subject to exceptions, seeks a joint effort to stay pending litigation, and includes mutual non‑disparagement and Stockholders' Agreement compliance provisions.
Lifeway Foods, Inc. disclosed changes to its agreements with Danone that limit Danone's involvement in corporate governance and certain transfer restrictions. Danone will not need to consent for the company to grant market‑term equity compensation to management (excluding JS, her immediate family and affiliates) provided the Compensation Committee—with a majority of New Independent Directors—approves the grants. Danone also waived its rights to board and committee representation and agreed to waive rights of first refusal on certain monthly sales by ES, LS and JS of up to 100,000 shares each, subject to those parties waiving claims related to shares held by Michael Smolyansky's estate. Danone's remaining Stockholders' Agreement rights (other than registration and books-and-records rights) will end once Danone and affiliates hold fewer than 761,438 shares (adjusted for recapitalizations).
Edward Smolyansky, a director of Lifeway Foods, Inc. (LWAY), reported open-market sales of common stock on 09/23/2025 and 09/24/2025. He sold 6,357 shares on 09/23/2025 at a weighted average price of $26.53 and 10,000 shares on 09/24/2025 at a weighted average price of $26.69, reducing his direct holdings to 1,235,285 shares. The filing also discloses multiple indirect holdings: 75,000 shares held by a family foundation, 1,233,333 shares in a trust for which he is trustee, 100,000 shares owned by his son (disclaimed), and 500,000 shares held by Smolyansky Holding LLC (partially disclaimed). The form is signed and dated 09/25/2025.
Lifeway Foods (LWAY) submitted a Form 144 disclosing a proposed sale of 10,000 shares of common stock through Citigroup Global Markets, slated for 09/24/2025, with an aggregate market value of $266,914 and 15,226,520 shares outstanding. The filing states the securities were acquired on 05/19/2023 from Ludmila Smolyansky for cash, showing an acquisition amount of 3,197,975 shares on that date. The notice also reports a recent sale: Edward Smolyansky sold 6,357 shares on 09/23/2025 for $168,653.75. The filer affirms no undisclosed material adverse information.
Form 144 notice for Lifeway Foods, Inc. (LWAY) shows a proposed sale of 6,357 shares of common stock through Citigroup Global Markets Inc. on 09/23/2025 on NASDAQ with an aggregate market value of $168,653.75. The filing reports that the securities were acquired on 05/19/2023 by purchase from Ludmila Smolyansky and that 3,197,975 shares were acquired on that date for cash. The total number of shares outstanding is listed as 15,226,520. Several issuer-identifying fields (issuer name, address, and the specific name of the person for whose account the securities are to be sold) are not provided in the visible content of this form.
Lifeway Foods, Inc. filed a current report to note that it issued a press release on September 18, 2025. The company used a Regulation FD disclosure item and attached the press release as Exhibit 99.1, making it available to the public through this filing.
Danone entities report a 22.7% stake in Lifeway Foods (3,454,756 shares) and amend their Schedule 13D to update intentions. Danone North America entered a confidentiality agreement with Lifeway on August 1, 2025 to review a potential acquisition but on September 17, 2025 determined it would no longer pursue an acquisition and notified Lifeway. Danone is now reviewing alternatives for its investment, which may include selling or holding its shares, or voting for proposals in a pending consent solicitation to replace Lifeway's board; no final decisions have been made.
Lifeway Foods, Inc. reported estimated unaudited net sales of $39.1 million for the first two months of its third quarter, through August 31, 2025. This represents a 20% increase compared with the same period a year earlier, indicating strong sales momentum early in the quarter.
The figures are preliminary and unaudited and were shared via a press release furnished under Regulation FD, meaning they are provided for informational purposes and are not incorporated into other securities law filings unless specifically referenced. The company also reminds readers that these sales figures and related discussion involve forward‑looking statements that are subject to various business and market risks.
Lifeway Foods reported stronger top-line and profitability in the quarter ended June 30, 2025. Net sales for the three months were $53.9 million, up 9.7% year-over-year, producing gross profit of $15.4 million (28.6% of sales) and net income of $4.249 million, or $0.28 per diluted share. For the six months, net sales were $99.99 million, net income $7.789 million, and diluted EPS $0.51.
Liquidity and balance sheet items strengthened: cash and equivalents were $21.22 million, total assets $98.27 million, and stockholders' equity $78.70 million. The company recognized a $3.407 million gain and $5.206 million proceeds from the sale of its Simple Mills investment in the six months. Lifeway increased its revolving credit commitment to $25.0 million (no borrowings outstanding) and was in compliance with covenants. In July 2025 the company purchased 224 mature dairy cows for $694 and entered a 39-month herd management agreement; accounting treatment is under evaluation.
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.