[SCHEDULE 13D/A] Lifeway Foods Inc SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Activist group controls ~35 % of shares, providing significant leverage to enact proposed changes.
• Consent solicitation targets governance improvements, including board refresh and anti-nepotism by-law.

Negative

• Potential proxy fight may create short-term uncertainty and legal costs.
• Public dispute highlights possible governance frictions within Lifeway’s leadership.

Insights

Corporate Governance Analyst

TL;DR Activist group owning c.35 % seeks board overhaul, by-law repeal and anti-nepotism changes—high governance impact.

The Smolyansky family’s latest amendment formalises a consent solicitation targeting four governance actions: rescinding recent by-law changes, removing incumbent directors, installing seven new nominees and prohibiting employment of the CEO’s relatives. Their collective 35 % ownership gives them meaningful leverage, increasing the likelihood that proposals gain support or force negotiation. The demands focus on transparency and independence, themes generally welcomed by outside investors. However, the campaign may trigger a costly proxy fight and near-term uncertainty. Given the sizeable stake and comprehensive agenda, I classify the filing as impactful, with a positive governance bias.

Portfolio Manager

TL;DR Potential catalyst: large insider bloc pushes for board change; could unlock value but adds short-term volatility.

From a portfolio perspective, a 35 % bloc initiating a consent solicitation is a clear catalyst. Board turnover and stricter by-laws may lead to strategic refocus or operational changes. Historical activism in small-cap food names often precedes cost discipline or sale processes. Still, proxy battles can distract management and weigh on sentiment. Shareholders should monitor timetable to the 2025 annual meeting and any management response. Overall, risk-reward skews modestly positive if governance reforms materialise.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)

Lifeway Foods, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

531914109

(CUSIP Number)

Edward Smolyansky
1219 N Wells St,
Chicago, IL, 60610
847-967-1010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 531914109

1

Name of reporting person

Ludmila Smolyansky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 865,166.00
8	Shared Voting Power 75,000.00
9	Sole Dispositive Power 865,166.00
10	Shared Dispositive Power 75,000.00

11

Aggregate amount beneficially owned by each reporting person

940,166.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by her based on 15,203,241 shares reported to be outstanding as of May 6, 2025 (the "Reported Outstanding Shares"), as contained in the issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on May 13, 2025. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC.

SCHEDULE 13D

CUSIP No. 531914109

1

Name of reporting person

Edward Smolyansky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,584,975.00
8	Shared Voting Power 575,000.00
9	Sole Dispositive Power 2,584,975.00
10	Shared Dispositive Power 575,000.00

11

Aggregate amount beneficially owned by each reporting person

3,159,975.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by him based on the Reported Outstanding Shares. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC.

SCHEDULE 13D

CUSIP No. 531914109

1

Name of reporting person

The Edward Smolyansky Trust 2/2/16

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,233,333.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,233,333.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,233,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by it based on the Reported Outstanding Shares. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Lifeway Foods, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6431 W Oakton, Morton Grove, ILLINOIS , 60053.
Item 1 Comment: This Amendment No. 24 (this "Amendment") further amends and supplements the Schedule 13D filed by Ludmila Smolyansky, Edward Smolyansky and The Edward Smolyansky Trust 2/2/16 (the "Edward Smolyansky Trust" and, together with Ludmila Smolyansky and Edward Smolyansky, the "Filing Persons"). This Amendment is being filed by the Filing Persons for the purpose of providing the additional information set forth below.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by the addition of the following: On July 2, 2025, Edward Smolyansky and Ludmila Smolyansky filed a definitive consent statement with the Securities and Exchange Commission, relating to a consent solicitation with respect to the following proposals: (i) to repeal any amendment to the Second Amended and Restated By-Laws (the "Bylaws") of Lifeway Foods, Inc. (the "Company") that is made by the Company's board of directors (the "Board") and becomes effective on or after March 24, 2023 and prior to the effective this proposal becoming effective; (ii) to remove each director of the Company and any other director appointed by the Board on or after June 15, 2024 and prior to this proposal becoming effective, subject to the election of at least one Nominee pursuant to the proposal described in clause (iii), below; (iii) to elect each of Ludmila Smolyansky, Edward Smolyansky, Richard Beleutz, Cindy Curry, Michael Leydervuder, George Sent and Robert Whalen (each a "Nominee"), to serve as directors of the Company until the Company's next annual meeting of shareholders and until their respective successors are duly elected and qualified (or, if any such Nominee is unable or unwilling to serve as a director of the Company, or if the Board changes the number of directorships to be a number other than seven, the persons designated as Nominees by the then-remaining Nominee(s)), subject to the approval of the proposal described in clause (ii), above; and (iv) to amend the Bylaws, as reflected in the consent statement, to prohibit the Company from employing or engaging any immediate family member of the Company's president or chief executive officer. On July 2, 2025, Mrs. Smolyansky and Mr. Smolyansky also issued a press release, attached hereto as Exhibit 99.1, which is incorporated herein by reference. On July 7, 2025, Mr. Smolyansky sent a letter to the Company's President requesting, in accordance with Section 7.05 of the Illinois Business Corporation Act, that the Company give notice of an annual meeting of the shareholders of the Company (the "2025 Annual Meeting") and demanding, in accordance with Section 2.1.1 of the Bylaws, that the Company hold the 2025 Annual Meeting, in each case as promptly as practicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Press release, dated July 2, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ludmila Smolyansky

Signature:	/s/ Ludmila Smolyansky
Name/Title:	Ludmila Smolyansky
Date:	07/07/2025

Edward Smolyansky

Signature:	/s/ Edward Smolyansky
Name/Title:	Edward Smolyansky
Date:	07/07/2025

The Edward Smolyansky Trust 2/2/16

Signature:	/s/ Edward Smolyansky
Name/Title:	Edward Smolyansky, Trustee
Date:	07/07/2025

FAQ

How many Lifeway Foods (LWAY) shares does Edward Smolyansky currently own?

Edward Smolyansky reports 3,159,975 shares, representing 20.8 % of the outstanding stock.

What are the key proposals in the Smolyanskys’ 2025 consent solicitation for LWAY?

Repeal recent by-law changes, remove certain directors, elect seven new nominees, and ban employment of the CEO’s immediate family members.

What combined ownership percentage do the filing persons hold in Lifeway Foods?

The three reporting persons collectively control about 35.1 % of outstanding shares.

Why did the Smolyanskys request Lifeway to call the 2025 Annual Meeting promptly?

On 7 July 2025, they demanded the meeting to expedite shareholder voting on their governance proposals.

Is there a press release associated with this Schedule 13D/A filing?

Yes, a press release dated 2 July 2025 is filed as Exhibit 99.1 and incorporated by reference.