Lifeway Foods Files 8-K on Material Agreement
Ticker: LWAY · Form: 8-K · Filed: Oct 30, 2025 · CIK: 814586
| Field | Detail |
|---|---|
| Company | Lifeway Foods, INC. (LWAY) |
| Form Type | 8-K |
| Filed Date | Oct 30, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, corporate-action, filing
Related Tickers: LWAY
TL;DR
Lifeway Foods (LWAY) filed an 8-K on 10/29/25 for a material agreement. Watch for details.
AI Summary
On October 29, 2025, Lifeway Foods, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers modifications to security holder rights and includes financial statements and exhibits. The company is incorporated in Illinois and its principal executive offices are located at 6431 Oakton Street, Morton Grove, IL.
Why It Matters
This 8-K filing indicates significant corporate actions or agreements by Lifeway Foods, Inc., which could impact its business operations and shareholder value.
Risk Assessment
Risk Level: medium — 8-K filings often signal significant corporate events, which can introduce uncertainty or opportunity, thus warranting a medium risk assessment.
Key Numbers
- 001-42398 — SEC File Number (Identifies the company's filing history with the SEC.)
- 36-3442829 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Lifeway Foods, Inc. (company) — Registrant
- October 29, 2025 (date) — Date of earliest event reported
- Illinois (location) — State of Incorporation
- 6431 Oakton Street Morton Grove, Illinois 60053 (address) — Principal Executive Offices
FAQ
What is the nature of the material definitive agreement filed by Lifeway Foods, Inc.?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.
What other items are covered in this 8-K filing?
This 8-K filing also covers material modifications to the rights of security holders and includes Regulation FD Disclosure, as well as Financial Statements and Exhibits.
When was Lifeway Foods, Inc. incorporated?
Lifeway Foods, Inc. was incorporated in Illinois.
What is the principal business address of Lifeway Foods, Inc.?
The principal executive offices are located at 6431 Oakton Street, Morton Grove, Illinois 60053.
What is the SIC code for Lifeway Foods, Inc.?
The Standard Industrial Classification (SIC) code for Lifeway Foods, Inc. is DAIRY PRODUCTS [2020].
Filing Stats: 1,123 words · 4 min read · ~4 pages · Grade level 11.3 · Accepted 2025-10-29 19:57:26
Filing Documents
- lway-8k_102925.htm (8-K) — 35KB
- ex99-1.htm (EX-99.1) — 6KB
- 0001999371-25-016469.txt ( ) — 248KB
- lway-20251029.xsd (EX-101.SCH) — 3KB
- lway-20251029_def.xml (EX-101.DEF) — 26KB
- lway-20251029_lab.xml (EX-101.LAB) — 36KB
- lway-20251029_pre.xml (EX-101.PRE) — 25KB
- lway-8k_102925_htm.xml (XML) — 5KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On October 29, 2025, the board of directors (the " Board ") of Lifeway Foods, Inc., an Illinois corporation (the " Company "), approved and adopted, and on October 29, 2025, the Company and Computershare Trust Company, N.A., as rights agent (and any successor rights agent, the " Rights Agent "), entered into, that certain Amendment No. 1 to Shareholder Rights Agreement (the " Amendment "), which amends the shareholder rights agreement, dated as of November 4, 2024 (the " Rights Agreement "), by and between the Company and the Rights Agent. Capitalized terms used, but not defined, below have the meanings given to such terms in the Rights Agreement. The Rights Agreement was originally scheduled to expire at the Close of Business on November 4, 2025. On October 29, 2025, the Company and the Rights Agent entered into the Amendment, which extended the Final Expiration Time to the Close of Business on October 29, 2026 (and made other conforming changes to the Rights Agreement). The Board determined to extend the Rights Agreement based on its belief that the Company and its shareholders remain vulnerable to the acquisition of actual or de facto control by one or more shareholders without paying a control premium to the Company's other shareholders. In particular, the Board noted the Company's highly concentrated share ownership, which could enable a shareholder or group of shareholders to gain de facto control if additional shares are acquired or if other large holders dispose of their shares. In addition, the Board noted the potential for a substantial number of shares of Company common stock to become available for sale in the near term under the Company's existing agreements and registration obligations, which could increase the likelihood of an accumulation of control without fair compensation to all shareholders. The Rights Agreement is intended to ensure that all Company shareholders have the opportunity to
03. Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On October 29, 2025, the Company issued a press release announcing the adoption of the Amendment. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference. The information under Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing regardless of any general incorporation language in such filing. 2
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, dated November 4, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, filed on November 14, 2024) 4.1 Shareholder Rights Agreement, dated as of November 4, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A, filed on November 5, 2024) 4.2 Amendment No. 1 to Shareholder Rights Agreement, dated as of October 29, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.2 to the Company's Amendment No. 1 to Registration Statement on Form 8-A, filed on October 29, 2025) 99.1 Press Release issued by the Company on October 29, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIFEWAY FOODS, INC. Date: October 29, 2025 By: /s/ Julie Smolyansky Name: Julie Smolyansky Title: Chief Executive Officer and Secretary