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.
Positive
Material disclosure of a 5.7% stake provides transparency to the market
Consistent reporting across affiliated entities and the named manager reduces ambiguity about who exercises voting power
Holdings are stated as owned by advisory clients, which can limit direct control implications
Negative
Shared voting and dispositive power only may make it harder for investors to assess who will act on the stake
Potential for future changes in intent—the current Schedule 13G does not preclude later Schedule 13D amendments if strategy changes
Insights
Collective 5.7% stake signals a coordinated investor position with shared control rights.
The group reports 5.7% ownership via shared voting and shared dispositive power rather than sole control, which implies decisions over these shares are exercised jointly across the listed entities and the named individual. This structure is common for advisory-client holdings managed through affiliated entities and a named portfolio manager.
Key dependencies include whether the group files any future amendments or Section 13D disclosures if their intent or ownership changes; near-term items to watch are any amendments that convert shared to sole power or any increase above additional regulatory thresholds.
A reported 5.7% stake is material to investors but does not alone indicate an activist campaign.
Cross-entity reporting of identical share counts and the disclaimer of beneficial ownership in part indicate the holdings are held for clients rather than as a single proprietary position. The disclosure clarifies that advisory clients directly own the securities and that only one entity may exceed the 5% threshold among those clients.
Monitor for any subsequent Schedule 13D filings, proxy-related filings, or statements that would reveal intent to influence governance; absent such filings, this remains a notable ownership disclosure without a declared change-in-control purpose.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Lifeway Foods, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
531914109
(CUSIP Number)
10/07/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
531914109
1
Names of Reporting Persons
Divisadero Street Capital Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
861,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
861,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
861,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
531914109
1
Names of Reporting Persons
William Zolezzi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
861,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
861,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
861,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
531914109
1
Names of Reporting Persons
Divisadero Street Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
861,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
861,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
861,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
531914109
1
Names of Reporting Persons
Divisadero Street Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
861,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
861,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
861,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
531914109
1
Names of Reporting Persons
Divisadero Street Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
861,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
861,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
861,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Lifeway Foods, Inc.
(b)
Address of issuer's principal executive offices:
6431 West Oakton, Morton Grove, Illinois 60053
Item 2.
(a)
Name of person filing:
Divisadero Street Capital Management, LP
William Zolezzi
Divisadero Street Partners, L.P.
Divisadero Street Partners GP, LLC
Divisadero Street Capital, LLC
(b)
Address or principal business office or, if none, residence:
Divisadero Street Capital Management, LP
3480 Main Highway, Suite 204
Miami, FL 33133
William Zolezzi
c/o Divisadero Street Capital Management, LP
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Partners, L.P.
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Partners GP, LLC
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Capital, LLC
3480 Main Highway, Suite 204
Miami, FL 33133
(c)
Citizenship:
Divisadero Street Capital Management, LP - Delaware
William Zolezzi - United States
Divisadero Street Partners, L.P. - Delaware
Divisadero Street Partners GP, LLC - Delaware
Divisadero Street Capital, LLC - Delaware
(d)
Title of class of securities:
Common Stock, no par value
(e)
CUSIP No.:
531914109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Divisadero Street Capital Management, LP - 861,369
William Zolezzi - 861,369
Divisadero Street Partners, L.P. - 861,369
Divisadero Street Partners GP, LLC - 861,369
Divisadero Street Capital, LLC - 861,369
(b)
Percent of class:
Divisadero Street Capital Management, LP - 5.7%
William Zolezzi - 5.7%
Divisadero Street Partners, L.P. - 5.7%
Divisadero Street Partners GP, LLC - 5.7%
Divisadero Street Capital, LLC - 5.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Divisadero Street Capital Management, LP - 0
William Zolezzi - 0
Divisadero Street Partners, L.P. - 0
Divisadero Street Partners GP, LLC - 0
Divisadero Street Capital, LLC - 0
(ii) Shared power to vote or to direct the vote:
Divisadero Street Capital Management, LP - 861,369
William Zolezzi - 861,369
Divisadero Street Partners, L.P. - 861,369
Divisadero Street Partners GP, LLC - 861,369
Divisadero Street Capital, LLC - 861,369
(iii) Sole power to dispose or to direct the disposition of:
Divisadero Street Capital Management, LP - 0
William Zolezzi - 0
Divisadero Street Partners, L.P. - 0
Divisadero Street Partners GP, LLC - 0
Divisadero Street Capital, LLC - 0
(iv) Shared power to dispose or to direct the disposition of:
Divisadero Street Capital Management, LP - 861,369
William Zolezzi - 861,369
Divisadero Street Partners, L.P. - 861,369
Divisadero Street Partners GP, LLC - 861,369
Divisadero Street Capital, LLC - 861,369
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Divisadero Street Capital Management, LP. None of those advisory clients, other than Divisadero Street Partners, L.P., may be deemed to beneficially own more than 5% of the Common Stock, no par value.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Divisadero Street Capital Management, LP
Signature:
By: Divisadero Street Capital, LLC, its general partner, /s/ William Zolezzi
Name/Title:
William Zolezzi / Manager
Date:
10/08/2025
William Zolezzi
Signature:
By: /s/ William Zolezzi
Name/Title:
William Zolezzi
Date:
10/08/2025
Divisadero Street Partners, L.P.
Signature:
By: Divisadero Street Partners GP, LLC, its general partner, /s/ William Zolezzi
Name/Title:
William Zolezzi / Manager
Date:
10/08/2025
Divisadero Street Partners GP, LLC
Signature:
By: /s/ William Zolezzi
Name/Title:
William Zolezzi / Manager
Date:
10/08/2025
Divisadero Street Capital, LLC
Signature:
By: /s/ William Zolezzi
Name/Title:
William Zolezzi / Manager
Date:
10/08/2025
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
Material to be Filed as Exhibit:
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
What stake did Divisadero report in Lifeway Foods (LWAY)?
The reporting persons disclosed ownership of 861,369 shares, representing 5.7% of Lifeway Foods' common stock.
Who are the reporting persons on the Lifeway Foods (LWAY) Schedule 13G?
Reporters include Divisadero Street Capital Management, LP; Divisadero Street Partners, L.P.; Divisadero Street Partners GP, LLC; Divisadero Street Capital, LLC, and William Zolezzi.
Do the reporting persons claim sole voting or dispositive power over the shares?
No. The filing shows 0 shares with sole voting or sole dispositive power and 861,369 shares with shared voting and shared dispositive power.
Are these shares held on behalf of clients or owned directly by the reporting entities?
The filing states the securities are directly owned by advisory clients of Divisadero Street Capital Management, LP, and only Divisadero Street Partners, L.P. may be deemed to beneficially own more than 5%.
Does this Schedule 13G indicate an intent to change or influence control at Lifeway Foods (LWAY)?
No. The certification states the securities were not acquired for the purpose of changing or influencing control and no change-in-control intent is declared in this filing.
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