Welcome to our dedicated page for Lifeway Food SEC filings (Ticker: LWAY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for Lifeway Foods, Inc. (NASDAQ: LWAY), an Illinois-based manufacturer of probiotic, cultured and fermented dairy foods. Through these filings, investors can review how the company reports financial performance, governance changes and key agreements that affect LWAY common stock.
Recent Form 8-K current reports document a range of material events. One 8-K dated November 12, 2025 furnishes five-year financial projections that Lifeway provided to Danone North America PBC during due diligence for a potential transaction, including net sales, gross profit, operating income, Adjusted EBITDA, capital expenditures and free cash flow. Other 8-Ks disclose estimated unaudited net sales for a fiscal quarter, the execution of a Cooperation Agreement with Danone, the appointment and resignation of directors, and the scheduling of annual shareholder meetings.
Filings also describe governance and rights arrangements. An 8-K dated October 29, 2025 outlines Amendment No. 1 to the Shareholder Rights Agreement, extending the expiration of a shareholder rights plan and explaining the board’s rationale related to concentrated share ownership and potential accumulation of control without a premium. Another 8-K filed September 30, 2025 details the Cooperation Agreement with Danone, including board refreshment, voting commitments and registration rights for Danone’s holdings.
On Stock Titan, Lifeway’s SEC filings are updated in step with the EDGAR system and paired with AI-powered summaries that explain the significance of each document in clear language. Users can quickly scan 8-K disclosures for governance and transaction developments, and refer to annual and quarterly reports when available for a broader view of Lifeway’s financial condition and risk factors, without having to interpret every technical section themselves.
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.
Danone S.A. and subsidiary Danone North America PBC filed Amendment No. 9 to their Schedule 13D on Lifeway Foods (LWAY) dated 1 Aug 2025. The group continues to own 3,454,756 common shares—22.7 % of the 15.2 million shares outstanding—held directly by the U.S. unit, giving it sole voting and dispositive power; the French parent is an indirect owner.
After Lifeway rejected two takeover proposals in 2024, the issuer reopened dialogue in late June 2025. On 1 Aug 2025 both parties executed a confidentiality agreement (NDA) to allow further due-diligence on a potential acquisition. The NDA places a stand-still that bars Danone from public bids, proxy solicitations or director nominations until 15 Sep 2025, extendable by seven days if good-faith talks continue. Danone may still vote its shares. If no definitive deal is reached by the stand-still expiry, Danone presently intends to back Edward Smolyansky’s consent solicitation to replace the entire Lifeway board.
The filing stresses that no transaction is guaranteed and Danone may change its intentions.
Edward and Ludmila Smolyansky, owners of approximately 26% of Lifeway Foods (NASDAQ: LWAY), have filed a definitive Consent Statement (July 2 2025) to remove the current board and seat seven new directors. The pair say early shareholder outreach shows growing support.
- Governance dispute: The activists accuse the board of delaying the 2025 AGM, refusing to set a record date and adopting a poison pill after dismissing Danone’s unsolicited $27 per-share offer as inadequate.
- Director sell-off: Lead independent director Jason Scher sold 24,566 shares (~$600k at $24.23), leaving only one share and apparently breaching Lifeway’s 200% retainer stock-holding policy.
- Call to action: Shareholders are urged to sign WHITE consent cards; the full solicitation materials are available on the SEC website.
Schedule 13D/A (Amendment No. 24) – Lifeway Foods, Inc. (NASDAQ: LWAY)
The filing updates the ownership positions and intentions of the Smolyansky family and related trust. Three reporting persons disclose the following beneficial holdings, calculated against 15,203,241 outstanding shares as of 6 May 2025:
- Edward Smolyansky: 3,159,975 shares (20.8%) – sole voting power over 2,584,975 and shared voting power over 575,000.
- Ludmila Smolyansky: 940,166 shares (6.2%) – sole voting power over 865,166 and shared over 75,000.
- The Edward Smolyansky Trust 2/2/16: 1,233,333 shares (8.1%) – sole voting and dispositive power.
In aggregate, the group controls approximately 35.1 % of the reported outstanding shares.
Purpose of Transaction: On 2 July 2025 the filing persons launched a consent solicitation seeking to:
- Repeal any by-law amendments adopted after 24 Mar 2023.
- Remove current directors appointed on or after 15 Jun 2024.
- Elect seven nominees (including Edward and Ludmila Smolyansky) to the board.
- Amend the by-laws to bar employment of the CEO’s immediate family members.
They simultaneously issued a press release (Ex. 99.1) and, on 7 July 2025, demanded that Lifeway call its 2025 Annual Meeting “as promptly as practicable.”
Implications: The filing signals an activist campaign aimed at overhauling governance, replacing directors and restricting nepotistic practices. With a combined stake above one-third of shares outstanding, the group wields significant influence that could reshape Lifeway’s board composition and corporate strategy.