Lifeway Food SEC Filings

Divisadero-related investors report collective ownership of 861,369 shares of Lifeway Foods common stock, representing 5.7% of the class. The holdings are reported as shared voting and shared dispositive power, with no sole voting or sole dispositive power indicated. The filing states the shares are directly owned by advisory clients of Divisadero Street Capital Management, LP, and that only Divisadero Street Partners, L.P. may be deemed to beneficially own more than 5% of the class. The reporting persons include Divisadero Street Capital Management, LP; Divisadero Street Partners, L.P.; Divisadero Street Partners GP, LLC; Divisadero Street Capital, LLC; and William Zolezzi, each disclosing the same aggregate amount and percent ownership.

Lifeway Foods, Inc. (LWAY) notice reports a proposed sale of 15,000 common shares through RBC Capital Markets with an aggregate market value of $394,500. The filing lists 15,226,520 shares outstanding and an approximate sale date of 10/07/2025. The shares were acquired by inheritance on 01/01/2002 from Michael Smolyansky, and no sales by the seller in the past three months are reported. The filer affirms they are not aware of undisclosed material adverse information and the form includes the standard certification language regarding trading plans and criminal penalties for misstatement.

Juan Carlos Dalto, a director of Lifeway Foods, Inc. (LWAY), reported changes in his holdings tied to director compensation and previously granted awards. The filing shows a disposition of 4,751 shares of common stock and the acquisition (by vesting or deferral) of derivative awards that translate to 2,815 shares of common stock: 1,600, 3,101, and 2,710 RSU tranches (with portions deferred or contingent on continued service) and 541 shares of phantom stock acquired via deferral of cash board fees. Many RSUs are vested but settlement has been deferred under the company’s Non-Employee Director Equity and Deferred Compensation Plan; deferred awards become payable when the reporting person ceases to serve as a director. Some RSU tranches remain time‑vesting and are contingent on continued board service.

Lifeway Foods insider intends to sell 26,847 common shares (approximately $697,586.60 in aggregate market value) through Merrill Lynch on NASDAQ around 10/01/2025. The filing shows all 26,847 shares were acquired as compensation from the issuer on multiple dates between 07/28/2005 and 07/01/2025. The total number of outstanding shares is listed as 15,226,520, and the transaction will be executed via broker-dealer Merrill Lynch at 75 Rockefeller Plaza, New York.

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.