# Lifeway Foods, Inc. (LWAY) Informational only - not investment advice. CIK: 0000814586 SIC: 2020 Dairy Products SIC breadcrumb: [Manufacturing](/division/D/) > [Food And Kindred Products](/major-group/20/) > [SIC 2020 Dairy Products](/industry/2020/) Latest 10-K filed: 2026-03-17 SEC page: https://www.sec.gov/edgar/browse/?CIK=814586 Filing source: https://www.sec.gov/Archives/edgar/data/814586/000168316826001886/lifeway_i10k-123125.htm ## At a glance FY2025 · period end 2025-12-31 · filed 2026-03-17 · accession 0001683168-26-001886 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000814586.json | Metric | Value | FY | Provenance | | --- | ---: | ---: | --- | | Revenue | 212,496,000 USD | 2025 | verified | | Net income | 13,859,000 USD | 2025 | verified | | Assets | 105,610,000 USD | 2025 | verified | | Free cash flow | -16,413,000 USD | 2025 | computed | | Net margin | 6.52% | 2025 | computed | | Operating margin | 7.61% | 2025 | computed | | Revenue YoY | +13.74% | 2025 | computed | | ROE | 16.15% | 2025 | computed | Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Operating margin = operating income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity. No market price, no rating, no forecast on this site. Not investment advice. ### Peer percentile fingerprint | Ratio | LWAY | Peer median | Percentile | N | | --- | ---: | ---: | ---: | ---: | | Net margin | 6.5% | 5.3% | 62 | 51 | | Operating margin | 7.6% | 7.6% | 50 | 49 | | Revenue growth | 13.7% | 3.0% | 84 | 51 | | FCF margin | -7.7% | 7.6% | 4 | 50 | | ROE | 16.1% | 9.1% | 71 | 49 | | ROA | 13.1% | 4.0% | 86 | 51 | | Liabilities / equity | 0.23 | 1.19 | 2 | 49 | | Current ratio | 2.23 | 1.65 | 66 | 51 | Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC major-group 20 Food And Kindred Products, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking. ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 212496000 | USD | 2025 | 2026-03-17 | | Net income | 13859000 | USD | 2025 | 2026-03-17 | | Assets | 105610000 | USD | 2025 | 2026-03-17 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000814586.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | | 103,350,000 | 93,662,000 | 102,026,000 | 119,065,000 | 141,568,000 | 160,123,000 | 186,820,000 | 212,496,000 | | Net income | 3,479,000 | -346,000 | -3,086,000 | 453,000 | 3,232,000 | 3,311,000 | 924,000 | 11,367,000 | 9,025,000 | 13,859,000 | | Operating income | 6,085,000 | -526,000 | -3,110,000 | -1,933,000 | 4,923,000 | 5,880,000 | 2,349,000 | 16,995,000 | 13,852,000 | 16,172,000 | | Gross profit | 35,032,000 | 30,696,000 | 25,858,000 | 22,149,000 | 26,933,000 | 28,710,000 | 26,786,000 | 42,441,000 | 48,574,000 | 58,206,000 | | Diluted EPS | 0.22 | -0.02 | -0.19 | 0.03 | 0.21 | 0.21 | 0.06 | 0.75 | 0.60 | 0.89 | | Operating cash flow | 5,104,000 | 3,808,000 | 2,417,000 | 3,811,000 | 6,385,000 | 5,564,000 | 3,987,000 | 16,941,000 | 12,962,000 | 10,948,000 | | Capital expenditures | 3,237,000 | 5,341,000 | 2,824,000 | 1,178,000 | 1,895,000 | 1,922,000 | 3,449,000 | 4,351,000 | 6,697,000 | 27,361,000 | | Assets | 65,214,000 | 64,519,000 | 56,807,000 | 56,987,000 | 61,249,000 | 70,874,000 | 68,999,000 | 81,654,000 | 90,547,000 | 105,610,000 | | Liabilities | 16,852,000 | 17,929,000 | 14,402,000 | 13,736,000 | 14,395,000 | 21,743,000 | 21,429,000 | 21,218,000 | 18,636,000 | 19,791,000 | | Stockholders' equity | 48,362,000 | 46,590,000 | 42,405,000 | 43,251,000 | 46,854,000 | 49,131,000 | 47,570,000 | 60,436,000 | 71,911,000 | 85,819,000 | | Cash and cash equivalents | 8,812,000 | 4,978,000 | 2,998,000 | 3,836,000 | 7,926,000 | 9,233,000 | 4,444,000 | 13,198,000 | 16,728,000 | 5,571,000 | | Free cash flow | 1,867,000 | -1,533,000 | -407,000 | 2,633,000 | 4,490,000 | 3,642,000 | 538,000 | 12,590,000 | 6,265,000 | -16,413,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | -2.99% | 0.48% | 3.17% | 2.78% | 0.65% | 7.10% | 4.83% | 6.52% | | Operating margin | | | -3.01% | -2.06% | 4.83% | 4.94% | 1.66% | 10.61% | 7.41% | 7.61% | | Return on equity | 7.19% | -0.74% | -7.28% | 1.05% | 6.90% | 6.74% | 1.94% | 18.81% | 12.55% | 16.15% | | Return on assets | 5.33% | -0.54% | -5.43% | 0.79% | 5.28% | 4.67% | 1.34% | 13.92% | 9.97% | 13.12% | | Liabilities / equity | 0.35 | 0.38 | 0.34 | 0.32 | 0.31 | 0.44 | 0.45 | 0.35 | 0.26 | 0.23 | | Current ratio | 2.94 | 1.87 | 2.54 | 2.02 | 2.85 | 2.41 | 2.07 | 2.30 | 2.81 | 2.23 | ## As-reported value updates 2 tracked differences above grepcent's stated thresholds were found between the earliest XBRL-filed value and the value currently on file for the same fiscal period. Ledger: /company/LWAY/revisions/ ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000814586.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q3 | 2022-09-30 | | | 0.06 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 0.06 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | | | 0.21 | reported discrete quarter | | 2023-Q3 | 2023-06-30 | | 3,156,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 40,896,000 | | 0.23 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 42,093,000 | 3,969,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 44,634,000 | 2,426,000 | 0.16 | reported discrete quarter | | 2024-Q2 | 2024-03-31 | | 2,426,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 49,157,000 | | 0.25 | reported discrete quarter | | 2024-Q3 | 2024-06-30 | | 3,783,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 46,095,000 | | 0.19 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 46,934,000 | -160,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 46,091,000 | 3,540,000 | 0.23 | reported discrete quarter | | 2025-Q2 | 2025-03-31 | | 3,540,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 53,901,000 | | 0.28 | reported discrete quarter | | 2025-Q3 | 2025-06-30 | | 4,249,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 57,143,000 | | 0.23 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 55,361,000 | 2,541,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 63,012,000 | 4,674,000 | 0.30 | reported discrete quarter | | 2026-Q2 | 2026-03-31 | | 4,674,000 | | reported discrete quarter | | 2026-Q2 | 2026-06-30 | 66,893,000 | | 0.01 | reported discrete quarter | ## Filed narrative (10-K & 10-Q) ## Business Verbatim Item 1 Business section from LWAY's latest 10-K: [/company/LWAY/business/](/company/LWAY/business/). ## Risk Factors Verbatim Item 1A Risk Factors from LWAY's latest 10-K: [/company/LWAY/risk-factors/](/company/LWAY/risk-factors/). ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/814586/000168316826006302/lifeway_i10q-063026.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-08-13 Report date: 2026-06-30 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in this Form 10-Q is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes, and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”). Unless otherwise specified, any description of “our”, “we”, and “us” in this MD&A refer to Lifeway Foods, Inc. (“Lifeway”) and our wholly-owned subsidiaries. Cautionary Statement Regarding Forward-Looking Statements In addition to historical information, this quarterly report contains “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as “anticipate,” “from time to time,” “intend,” “plan,” “ongoing,” “realize,” “should,” “may,” “could,” “believe,” “future,” “depend,” “expect,” “will,” “result,” “can,” “remain,” “assurance,” “subject to,” “require,” “limit,” “impose,” “guarantee,” “restrict,” “continue,” “become,” “predict,” “likely,” “opportunities,” “effect,” “change,” “predict,” and “estimate,” and similar terms or terminology, or the negative of such terms or other comparable terminology. Examples of forward-looking statements include, among others, statements we make regarding: [[GREPCENT_TABLE]] [["","\u00b7","Expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings, if any;"],["","\u00b7","Strategy for acquisitions, customer retention, growth, product development, market position, financial results and reserves;"],["","\u00b7","Estimates of the amounts of sales allowances and discounts to our customers and consumers;"],["","\u00b7","Our belief that we will maintain compliance with our loan agreements and have sufficient liquidity to fund our business operations."]] [[/GREPCENT_TABLE]] Forward looking statements are based on management’s beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties, and assumptions that include: [[GREPCENT_TABLE]] [["","\u00b7","Changes in the pricing of commodities;"],["","\u00b7","The actions and decisions of our competitors and customers, including those related to price competition;"],["","\u00b7","Our ability to successfully implement our business strategy;"],["","\u00b7","The effects of government regulation;"],["","\u00b7","Disruptions to our supply chain, or our manufacturing and distribution capabilities, including those due to cybersecurity threats;"],["","\u00b7","Adverse economic conditions in the United States, our primary market, or any of the other jurisdictions in which we conduct significant business in the future, and resultant changes in consumer spending; and"],["","\u00b7","Such other factors as discussed throughout Part I, Item 1 \u201cBusiness\u201d; Part I, Item 1A \u201cRisk Factors\u201d; and Part II, Item 7 \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of our Annual Report on Form 10-K for the year ended December 31, 2025, Part II, Item 1A of this Form 10-Q and that are described from time to time in our other periodic reports filed with the SEC."]] [[/GREPCENT_TABLE]] These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. The Company intends these forward-looking statements to speak only at the date made. Except as otherwise required to be disclosed in periodic reports required to be filed by public companies with the SEC pursuant to the SEC’s rules, Lifeway has no duty to update these statements, and it undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. [[GREPCENT_TABLE]] [["","19"]] [[/GREPCENT_TABLE]] Business Overview Lifeway was founded in 1986 by Michael Smolyansky, ten years after he and his family emigrated from Eastern Europe to the United States. Lifeway was the first to successfully introduce kefir to the U.S. consumer on a commercial scale, initially catering to ethnic consumers in the Chicago, Illinois metropolitan area. Lifeway has grown to become the largest producer and marketer of kefir in the U.S. and an important player in the broader market spaces of probiotic-based products and natural, “better for you” foods. Our primary product is drinkable kefir, a cultured dairy product. Lifeway Kefir is tart and tangy, high in protein, calcium and vitamin D. The Company manufactures (directly or through a co-manufacturer) and markets products under the Lifeway, Fresh Made, and GlenOaks Farms brand names, as well as under private labels on behalf of certain customers. The Company’s product categories are: [[GREPCENT_TABLE]] [["","\u00b7","Drinkable Kefir, a cultured dairy product sold in a variety of organic and non-organic sizes, flavors, and types."],["","\u00b7","European-style soft cheeses, including farmer cheese, white cheese, and Sweet Kiss."],["","\u00b7","Cream and other, which primarily consists of cream, a byproduct of raw milk processing."],["","\u00b7","Drinkable Yogurt, sold in a variety of sizes and flavors."],["","\u00b7","Other Dairy, which primarily consists of butter and sour cream."]] [[/GREPCENT_TABLE]] Recent Developments Danone Offering On May 14, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC (the “Underwriter”) and Danone USA Public Benefit Corporation (the “Selling Stockholder”) in connection with a public offering of an aggregate of 3,454,756 shares (the “Shares”) of the Company’s common stock, no par value, by the Selling Stockholder at a price to the public of $19.50 per share (the “Offering”). The Offering was completed on May 19, 2026 and was made pursuant to a shelf registration statement on Form S-3 (No. 333-291148) that was previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on December 10, 2025 and a prospectus supplement. The Company did not receive any proceeds from the Offering. Share Buyback The Company repurchased 253,153 Shares in the Offering at the same per share price paid by investors in the Offering. Rights Redemption On June 5, 2026, the board of directors authorized and directed the Company to redeem rights of shareholders outstanding on June 5, 2026 to a dividend of Series A Junior Participating Preferred Stock (the “Rights”) declared pursuant to that certain Shareholder Rights Agreement with Computershare Trust Company, N.A., as rights agent dated November 4, 2024, as amended (as amended from time to time, the “Rights Agreement”). Upon such redemption, the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the redemption price of $0.001 for each Right so held and the Rights Agreement will terminate and be of no further force or effect. Interim Funding Agreement On June 30, 2026, the Company entered into a Master Security Agreement (the “MSA”) with its current lender. The MSA provides for loan advances under an Interim Funding Agreement (the “Interim Funding Agreement”) to finance or refinance the acquisition of equipment, subject to lender’s acceptance of collateral documentation, up to $22,000,000 in the aggregate, during an interim funding period which expires June 30, 2027. Interest on the loan advances is payable monthly in arrears at the 1-month Term SOFR plus 1.65%. Upon the conclusion of loan advances under the Interim Funding Agreement, and the execution of a Collateral Schedule by lender and Lifeway, all loan advances outstanding on the date of such Collateral Schedule (the “Conversion Date”), shall be converted into the Equipment Guidance Line Note (the “Note”). The note is payable in monthly installments of principal and interest and matures five years after the Conversion Date. Interest is payable monthly in arrears at the 1-month Term SOFR plus 1.65%. [[GREPCENT_TABLE]] [["","20"]] [[/GREPCENT_TABLE]] Business Trends Current Macroeconomic Environment During the second quarter of 2026 we experienced significant increases in the price of conventional milk. We anticipate the elevated pricing to continue into the third quarter and then begin to decrease in the fourth quarter of 2026. Additionally, driven by the rising price of oil, the input cost of our resin-based packaging components such as bottles and caps increased during the second quarter of 2026. We continue to monitor macroeconomic conditions and global trade developments, including inflation in key input costs, implemented tariffs, and the potential for additional or modified tariffs or export controls. These evolving global trade policies may contribute to increased supply chain complexity, further commodity cost volatility, and broader economic uncertainty. We do not currently expect tariffs to have a material adverse impact on our operations or financial results. We are primarily a United States based manufacturer sourcing a vast majority of our inputs domestically. In addition, all our domestically produced products are sold to customers in the United States. We expect the accelerating consumer focus on health and wellness to drive increased demand for our products. Results of Operations Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 The following table presents certain information concerning our financial results, including information presented as a percentage of consolidated net sales: [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A (excerpt) Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/814586/000168316826001886/lifeway_i10k-123125.htm Complete FY 2025 MD&A: /company/LWAY/mda/fy2025/ Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high Filing date: 2026-03-17 Report date: 2025-12-31 ITEM 7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations as of and for the years ended December 31, 2025 and 2024 should be read in conjunction with the audited consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following discussion contains certain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as “may,” “could,” “believe,” “future,” “depend,” “expect,” “will,” “result,” “can,” “remain,” “assurance,” “subject to,” “require,” “limit,” “impose,” “guarantee,” “restrict,” “continue,” “become,” “predict,” “likely,” “opportunities,” “effect,” “change,” and “estimate,” and similar terms or terminology, or the negative of such terms or other comparable terminology. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the “Risk Factors” section in Part I, Item 1A. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future. [[GREPCENT_TABLE]] [["","19"]] [[/GREPCENT_TABLE]] Recent Developments Cooperation Agreement On September 30, 2025, the Company and Danone entered into a Cooperation Agreement (the “Cooperation Agreement”) pursuant to which, among other things: [[GREPCENT_TABLE]] [["","\u00b7","The Company refreshed its Board, electing four new directors (the \u201cNew Independent Directors\u201d) selected in accordance with the Cooperation Agreement who are (1) independent under Nasdaq rules and (2) unaffiliated with Julie Smolyansky, the Company\u2019s Chief Executive Officer, her spouse, Edward Smolyansky, Ludmila Smolyansky (the foregoing collectively, the \u201cSmolyansky Family\u201d), Danone, the Company and any director of the Company. Additionally, Jody Levy and Perfecto Sanchez, former members of the Board, resigned and Pol Sikar was not nominated to stand for re-election at the Company\u2019s 2025 annual meeting of shareholders. Additional changes to the Board during the quarter ended December 31, 2025, include the appointment of Dorri McWhorter as Chairperson of the Board, resignation of Ms. McWhorter from the Compensation Committee of the Board, the appointment of Andee Harris as a member of the Audit and Corporate Governance Committee of the Board and the appointment of Susan Hultquist and Kirk Chartier to the Compensation Committee of the Board."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u00b7","The Company and Danone jointly stayed the pending litigation relating to the Stockholders\u2019 Agreement, dated October 1, 1999, by and among the Company, Danone Foods, Inc., Michael Smolyansky, Ludmila Smolyansky, Julie Smolyansky and Edward Smolyansky (as amended, the \u201cStockholders\u2019 Agreement\u201d)."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u00b7","Danone waived certain of its right under that certain Stockholders\u2019 Agreement, including its right to Board representation, and agreed that its consent will not be required for the Company to issue bona fide equity-based compensation to members of management (excluding Julie Smolyansky, her immediate family and their affiliates) so long as the grants are on market terms and are approved by the Company\u2019s Compensation Committee (a majority of which must be New Independent Directors);"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u00b7","The Company agreed to hold its 2026 annual meeting of shareholders on or before June 30, 2026 and to include as nominees for election a slate of seven individuals (unless the size of the Board is increased by adding any additional directors through the process required in the Cooperation Agreement) that includes the New Independent Directors and that excludes Jason Scher. Danone has agreed to vote all of the shares of Common Stock it beneficially owns in favor of this slate if nominated in accordance with the Cooperation Agreement."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u00b7","Danone agreed that if, at any time prior to June 30, 2026, Edward Smolyansky or Ludmila Smolyansky or any person with whom Edward Smolyansky or Ludmila Smolyansky has formed a group (as such term is defined under the Exchange Act, and the rules and regulations promulgated thereunder) calls a special meeting of the Company\u2019s shareholders or commences a consent solicitation, Danone will vote or consent, as applicable, with respect to all shares of Common Stock it beneficially owns in accordance with the Board\u2019s recommendations on all matters relating to Board composition and, with certain exceptions, the Company\u2019s organizational documents."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u00b7","The Company filed a \u201cshelf\u201d registration statement with the SEC covering the resale of all shares of Common Stock beneficially owned by Danone and its affiliates, which registration statement was declared effective by the SEC. The Cooperation Agreement provides that Danone may not request more than (a) two underwritten offerings not involving any \u201croad show,\u201d which is commonly known as a \u201cblock trade\u201d or (b) one underwritten offering that is not a block trade under the registration statement of which this prospectus forms a part in any 60-day period. The Company also agreed to use reasonable best efforts to take such further action as Danone may reasonably request, all to the extent required from time to time, to enable Danone to sell shares of Registrable Stock (as defined in the Stockholders\u2019 Agreement) without registration under the Securities Act within the safe harbor provided by Rule 144 thereunder."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u00b7","Both the Company and Danone, on behalf of themselves and their respective affiliates and representatives, agreed to mutual non-disparagement provisions, effective until two years after Danone and its affiliates cease to beneficially own any shares of Common Stock."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","20"]] [[/GREPCENT_TABLE]] All of Danone’s obligations (other than the non-disparagement covenants) cease to apply upon certain “triggering events,” including breaches of the Cooperation Agreement by the Company or certain statements by the Company, Julie Smolyansky or any of their respective affiliates or representatives challenging the validity of the Cooperation Agreement or the Stockholders’ Agreement. Additionally, if Julie Smolyansky is deemed to have breached the Cooperation Agreement while she is Chief Executive Officer of the Company, such breach will be a triggering event under the Cooperation Agreement unless the Board terminates Julie Smolyansky for cause as a result of such breach within a specified time period. All of the Company’s obligations under the Stockholders’ Agreement (other than those relating to Danone’s registration rights and rights with respect to inspection of our books and records) cease to apply after Danone and its affiliates no longer collectively beneficially own at least 761,438 (as adjusted for any reverse stock split or similar recapitalization). The Company’s obligations under the Cooperation Agreement (other than the non-disparagement covenants) cease to apply after Danone and its affiliates cease to beneficially own any shares of Common Stock. Debt Refinancing On February 5, 2025, the Company entered into the Fifth Modification to the Amended and Restated Loan and Security Agreement (the “Fifth Modification”) with its current lender. The Fifth Modification, among other things, (i) increased the commitment for revolving loans under the Credit Agreement from $5,000 to $25,000, with interest payable at either the lender Base Rate (the Prime Rate minus 1.00%) or the SOFR plus 1.75%, (ii) extended the termination date of the Credit Agreement to February 5, 2028 and (iii) replaced the quarterly minimum working capital financial covenant with a financial covenant to maintain a maximum cash flow leverage ratio of no greater than 2.00 to 1.00 for each fiscal quarter commencing with the fiscal quarter ending March 31, 2025. The remaining material terms and conditions of the Credit Agreement remain substantially unchanged. The Company had no outstanding borrowings at the time of entry into the Fifth Modification. On December 29, 2025, the Company entered into the Sixth Modification to the Amended and Restated Loan and Security Agreement (the “Sixth Modification”) with its current lender. The Sixth Modification, provides for, among other things, (i) modification of the Fixed Charge Coverage Ratio only for the period from December 31, 2025 through June 30, 2027 to exclude the Waukesha, WI unfinanced capital expenditures attributable to plant optimization and manufacturing capacity expansion as approved by Lender, up to $50,000 (ii) modification of the Change of Control definition to reflect that specified changes to the Company’s board of directors do not constitute a Change of Control and (iii) extended the termination date of the Credit Agreement to February 5, 2029. The remaining material terms and conditions of the Credit Agreement remain substantially unchanged. The Company had no outstanding borrowings at the time of entry into the Sixth Modification. Organic Milk Supply To increase the supply of organic milk available to the Company for the manufacture of finished goods, the Company is purchasing mature dairy cows (or the “herd”) which will be managed by a third-party dairy facility (the “Dairy”), and entered into a supply and purchase agreement (“SPA”) with a COOP (the “COOP”) to purchase the milk produced by the herd. The Company purchased 799 mature dairy cows during 2025 for $2,870. As amended in September 2025, the Company entered into a sixty month agreement (the “Herd Agreement”) with a third-party Dairy who will manage care of the herd, milk the herd, and sell the milk to the COOP under the SPA, with a right to purchase the herd at the end of the agreement period for a nominal amount. Beginning December 1, 2025, the Dairy will make monthly payments to Lifeway over the five year agreement period in exchange for its right to possess and control the herd, including the right to sell milk produced by the herd to the COOP. The herd agreement is treated as a sale of non-financial assets to a party that is not a customer. The Company will recognize a sale upon the delivery of each herd to the Dairy, with interest income recognized over the agreement period. The Company has recorded $635 in prepaid and other current assets and $2,235 in other assets as of December 31, 2025 related to the herd agreement with no recorded gain or loss on sale. The Company records the purchases of dairy cows as investing outflows, principal payments received as investing inflows and interest income as operating inflows on the statement of cash flows. [[GREPCENT_TABLE]] [["","21"]] [[/GREPCENT_TABLE]] Trends and Uncertainties Current Macroeconomic Environment We continue to monitor macroeconomic conditions and global trade developments, including inflation in key input costs, recently implemented tariffs, and the potential for additional or modified tariffs or export controls. These evolving global trade policies may contribute to increased supply chain comple [Excerpt truncated for page length; the complete text is on the linked full-MD&A page.] Read the full FY 2025 MD&A: /company/LWAY/mda/fy2025/ All MD&A years: /company/LWAY/mda/ ## MD&A history Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page. - [FY 2024 MD&A](/company/LWAY/mda/fy2024/): filed 2025-03-14; accession 0001683168-25-001592 (https://www.sec.gov/Archives/edgar/data/814586/000168316825001592/lifeway_i10k-123124.htm) - [FY 2023 MD&A](/company/LWAY/mda/fy2023/): filed 2024-03-20; accession 0001683168-24-001564 (https://www.sec.gov/Archives/edgar/data/814586/000168316824001564/lifeway_i10k-123123.htm) - [FY 2022 MD&A](/company/LWAY/mda/fy2022/): filed 2023-03-27; accession 0001683168-23-001804 (https://www.sec.gov/Archives/edgar/data/814586/000168316823001804/lifeway_i10k-123122.htm) - [FY 2021 MD&A](/company/LWAY/mda/fy2021/): filed 2022-07-21; accession 0001683168-22-005054 (https://www.sec.gov/Archives/edgar/data/814586/000168316822005054/lifeway_i10k-123121.htm) ## Macro cross-references Indicators mapped to this company's SIC classification (industry 2020 Dairy Products) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim. - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm Macro-to-micro threads including this sector: [Inflation (CPI / PCE / PPI)](/thread/inflation-cpi-pce-ppi/), [US labor market](/thread/us-labor-market/), [Growth & output](/thread/growth-output/), [Money & trade](/thread/money-trade/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/), [Industrial orders & inventories](/thread/industrial-orders/), [Trade & external](/thread/trade-external/). All macro indicators: /indicators/ ## For LLMs & downloads Markdown twin: /company/LWAY.md · JSON record: /company/LWAY.json · verified financials: /company/LWAY/financials.json / /company/LWAY/financials.csv · machine TOC for the whole site: /llms.txt