Lifeway Food SEC Filings

Lifeway Foods (LWAY) reports an initial insider filing. A director filed a Form 3 stating no securities are beneficially owned in the company. The event date for this statement is 10/29/2025.

The filing identifies the reporting person as a Director and indicates the form was filed by one reporting person. The submission is administrative in nature and does not disclose any transactions or derivative holdings.

Edward and Ludmila Smolyansky, who state they control voting for approximately 26% of Lifeway Foods (NASDAQ: LWAY), issued a DFAN14A outlining objections to the company’s governance moves. They highlight the Board’s amendment to extend the Shareholder Rights Agreement by one year to October 29, 2026, noting it was approved without a shareholder vote, and point to a bylaw change setting board size between 5 and 10 directors.

The filing says Lifeway cited “concentrated ownership” and potential share sales as rationale for the extension and references proxy advisor views that long-term poison pills generally warrant scrutiny. It notes Danone SA holds about 23% of shares. The group plans to nominate George Sent for election at the 2025 annual meeting and to bring an advisory proposal to form a new committee of independent directors first appointed or elected after September 30, 2025. Lifeway plans to report Q3 results on November 12.

Edward and Ludmila Smolyansky, who state they control voting for approximately 26% of Lifeway Foods (NASDAQ: LWAY), issued a DFAN14A outlining objections to the company’s governance moves. They highlight the Board’s amendment to extend the Shareholder Rights Agreement by one year to October 29, 2026, noting it was approved without a shareholder vote, and point to a bylaw change setting board size between 5 and 10 directors.

The filing says Lifeway cited “concentrated ownership” and potential share sales as rationale for the extension and references proxy advisor views that long-term poison pills generally warrant scrutiny. It notes Danone SA holds about 23% of shares. The group plans to nominate George Sent for election at the 2025 annual meeting and to bring an advisory proposal to form a new committee of independent directors first appointed or elected after September 30, 2025. Lifeway plans to report Q3 results on November 12.

Lifeway Foods (LWAY) announced board changes and a bylaw update. The Board appointed Andee Harris and Rachel Drori as directors to serve until the next annual meeting or earlier resignation or removal. Harris was also named to the Audit and Corporate Governance Committee. The new directors will be compensated under the company’s standard non‑employee director program.

The Board amended the bylaws to set a director range of five to ten and fixed the current Board size at eight, effective immediately. The company disclosed no arrangements or family relationships related to these appointments. An amendment to the bylaws was filed as Exhibit 3.1.

Lifeway Foods, Inc. extended its shareholder rights plan. The board approved Amendment No. 1 to the Shareholder Rights Agreement, moving the Final Expiration Time to the close of business on October 29, 2026.

The board cited “highly concentrated share ownership” and the potential for “a substantial number of shares” to become available for sale under existing agreements and registration obligations, which could allow a person or group to gain actual or de facto control without paying a control premium. The plan is intended to ensure all shareholders have the opportunity to realize the full value of their investment and to guard against control tactics that do not compensate other shareholders.

The amendment was executed with Computershare Trust Company, N.A. as Rights Agent. Related exhibits include the original rights agreement and the amendment, along with a press release announcing the change.

Lifeway Foods, Inc. filed a resale shelf registration for up to 3,454,756 shares of common stock to be offered from time to time by the selling stockholder, Danone North America PBC and its affiliates. The company will not receive any proceeds from these sales and will bear certain registration expenses.

The shares may be sold on Nasdaq, over-the-counter, or otherwise, at market-related, fixed, or negotiated prices using methods described in the Plan of Distribution. The registration enables the selling stockholder to sell without restriction and was undertaken pursuant to a Cooperation Agreement dated September 30, 2025. Lifeway’s common stock trades on Nasdaq under “LWAY”; the last reported sale price was $26.29 on October 24, 2025.

Ludmila Smolyansky, trustee and related-party to Lifeway Foods (LWAY), reported share sales totaling $396,600 across two days in October 2025. On 10/07/2025 she sold 5,000 shares at a weighted average price of $26.32 and on 10/08/2025 she sold 10,000 shares at a weighted average price of $26.44. After these dispositions she reports beneficial ownership of 832,823 shares indirectly through a trust, plus additional holdings of 17,343 and 75,000 shares held by two foundations where she is trustee or director.

The filings state the sales were multiple transactions at prices ranging between $25.83 and $26.88 and identify the reporting relationship as an officer and trustee. The form is signed and dated 10/09/2025.

Lifeway Foods, Inc. announced that its 2025 annual meeting of shareholders will be held on December 16, 2025. This is the formal yearly meeting where shareholders can vote on directors and other matters brought before them.

Shareholder proposals or director nominations made under the company’s Second Amended and Restated By-laws must be received by the company no later than the close of business on October 20, 2025. Proposals that shareholders want included in the company’s proxy statement under Rule 14a-8 must also arrive at the principal executive office by the close of business on October 20, 2025 and satisfy all Rule 14a-8 requirements.

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.

Lifeway Foods, Inc. reported preliminary, unaudited net sales estimates for the third quarter ended September 30, 2025. The company expects net sales between $55.8 million and $57.0 million, which represents an estimated 21–24% increase compared with the same quarter a year earlier. These figures were released via a press release attached to the current report.

The company emphasized that these net sales numbers are estimates and unaudited, and it included standard cautionary language about forward-looking statements, noting that actual results may differ due to competitive dynamics, commodity pricing, regulation, product timing, and customer acceptance.