Form 8-K

8-K — Lifeway Foods, Inc.

Accession: 0001683168-26-003838

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0000814586

SIC: 2020 (DAIRY PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lifeway_8k.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 14, 2026

LIFEWAY FOODS, INC.

(Exact name of registrant as specified in its charter)

ILLINOIS

000-17363

36-3442829

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6431

West Oakton Street Morton

Grove, IL

60053

(Address of principal executive

offices)

(Zip code)

Registrant’s telephone number, including

area code: (847) 967-1010

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, no par value

LWAY

Nasdaq

Global Market

Preferred Stock Purchase Rights

None

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b 2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2026, Lifeway Foods, Inc. (the “Company”) issued

a press release announcing its financial results for the fiscal quarter ended March 31, 2026. A copy of this press release is furnished

as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 2.02 of 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 (the “Exchange

Act”) 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.1

Press Release dated May 14, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 14, 2026

By:

/s/ Eric Hanson

Name:

Eric Hanson

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED MAY 14, 2026.

EX-99.1

Filename: lifeway_ex9901.htm · Sequence: 2

Exhibit 99.1

Lifeway Foods®

Announces Record-Breaking Results for the First Quarter Ended March 31, 2026

Achieves $63.0 million in net sales, a 37% volume-led

net sales increase, driven by the Company’s flagship Lifeway Kefir

Record-breaking results signal robust Kefir &

Farmer Cheese growth, supported by the widening consumer focus on protein-rich, probiotic foods

Significant gross profit margin expansion of 360

basis points and net income growth of 32% reflect the Company’s disciplined operational execution

Morton Grove, IL — May 14, 2026 —

Lifeway Foods, Inc. (Nasdaq: LWAY) (“Lifeway” or “the Company”), the leading U.S. supplier of kefir and fermented

probiotic foods, today announced financial results for the first quarter ended March 31, 2026.

We kicked off 2026 with a blowout quarter that demonstrates the extraordinary

momentum we’ve built across our business,” said Julie Smolyansky, President and Chief Executive Officer of Lifeway Foods.

“We far exceeded our previous record with net sales of $63.0 million, up 37% year-over-year, surpassing sixty million in quarterly

net sales for the first time and marking our 26th consecutive quarter of year-over-year growth. This exceptional top-line performance

was accompanied by sizeable gross margin expansion of 360 basis points year-over-year, and equally strong net income growth of 32% that

reflects a clean flow-through from our significant sales growth down to the bottom line. We are investing meaningfully behind our core

products to support our rapid growth, and we continue to see impressive velocity acceleration. We also leveraged our SG&A by 300 basis

points this quarter, demonstrating the increasing return and effectiveness of our investments.”

Ms. Smolyansky continued, “We believe Lifeway is uniquely positioned

at the intersection of numerous consumer tailwinds with our on-trend, functional product offerings. The consumer focus on health and wellness

continues to increase, gut-health awareness is spreading and demand from GLP-1 users seeking nutrient-dense, probiotic foods is particularly

strong. We address each of these trends with our flagship Lifeway Kefir and high-protein Lifeway Farmer Cheese, while continuing to build

a pipeline of innovative products, including Muscle Mates™ with creatine and probiotic Kefir Butter™. Together, these offerings

bring new excitement to the category and expand our reach across the cultured dairy landscape. We are very excited about our trajectory

and confident in our ability to execute throughout 2026 as we further capitalize on the growing consumer demand in our space.”

First Quarter 2026 Highlights

· Net Sales: $63.0 million, up 36.7% year-over-year.

· Gross Profit Margin: 27.5%, up 360 basis points

from 23.9% last year.

· Selling, general and administrative expenses

were $10.9 million, up 16.8% from last year, reflecting continued investment in marketing and brand awareness.

· Net Income: $4.7 million, or $0.31 per basic

and $0.30 per diluted common share, compared to a net income of $3.5 million, or $0.23 per basic and diluted common share in the prior

year.

Expanding Lifeway Visibility

Lifeway recently announced strategic partnerships,

experiential marketing initiatives, and product innovation designed to elevate the brand’s visibility and engage health-conscious

consumers nationwide.

· The

Company partnered with Erewhon to launch the Tropical Lifeway Smoothie,

made with Organic Lifeway Kefir, offering the ultimate summer refreshment reminiscent of a creamy frozen lemonade while delivering the

added benefits of probiotics and protein.

· The

Company hosted a retro-inspired Wellness House in Palm Springs during

festival weekend, bringing together media, influencers, tastemakers and wellness enthusiasts for a celebration of Lifeway's legacy and

continued role in shaping the modern wellness conversation.

· The

Company celebrated forty years of Kefir leadership with new cultured

dairy innovations at Expo West 2026, showcasing its Lifeway Muscle Mates™ and Lifeway Kefir Butter™.

Outlook

The Company reiterated its long-term target of

$45–$50 million in Adjusted EBITDA1 for FY 2027 and believes it is well positioned to deliver the strongest annual sales

in Company history in FY 2026.

“Our momentum continues to build as we drive

sustainable, profitable growth across the business,” Smolyansky concluded. “We have laid a foundation for durable, long-term

value creation, and believe the investments we are making today in manufacturing capacity, marketing and innovation position us exceptionally

well to capitalize on the tremendous opportunities ahead.”

1. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is defined as Operating Income, as

reported, plus Depreciation and Amortization, plus Stock-Based Compensation.

Conference Call and Webcast

A webcast with Lifeway’s President and

Chief Executive Officer discussing these results with additional comments and details is available through the “Investor Relations”

section of the Company’s website at https://lifewaykefir.com/webinars-reports/.

About Lifeway Foods, Inc.

Lifeway Foods, Inc., which has been recognized

as one of America's Growth Leaders by TIME, as Dairy Foods' Processor of the Year 2025, one of Forbes' Best Small Companies and named

to Inc.'s 2025 Best in Business list in the Best Challenger Brands category, is America's leading supplier of the probiotic, fermented

beverage known as kefir. In addition to its line of drinkable kefir, the Company also produces a variety of cheeses and a ProBugs®

line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, United Arab Emirates,

Central America and the Caribbean. Learn how Lifeway is good for more than just you at lifewayfoods.com.

Forward-Looking Statements

This press release contains "forward-looking

statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, unaudited estimated

net sales. These statements use words, and variations of words, such as "anticipate," "plan," "project,"

"estimate," "potential," "forecast," "will," "continue," "future," "increase,"

"believe," "outlook," "expect," and "predict." You are cautioned not to rely on these forward-looking

statements. These forward-looking statements are made as of the date of this press release, are based on current expectations of future

events and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond Lifeway's

control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary

materially from Lifeway's expectations and projections. These risks, uncertainties, and other factors include: price competition; the

decisions of customers or consumers; the actions of competitors; changes in the pricing of commodities; the effects of government regulation;

possible delays in the introduction of new products; and customer acceptance of products and services. A further list and description

of these risks, uncertainties, and other factors can be found in Lifeway's Annual Report on Form 10-K for the fiscal year ended December

31, 2025. Copies of these filings are available online at https://www.sec.gov, http://lifewaykefir.com/investor-relations/,

or on request from Lifeway. Lifeway expressly disclaims any obligation to update any forward-looking statements (including, without limitation,

to reflect changed assumptions, the occurrence of anticipated or unanticipated events or new information), except as required by law.

Non-GAAP Financial Measures

This press release refers to Adjusted EBITDA,

which is a financial measure that has not been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”),

and may exclude items that are significant to understanding and assessing financial results. This non-GAAP measure is provided to enhance

investors’ overall understanding of the Company’s financial performance. Non-GAAP financial measures should be considered

as supplements to GAAP measures reported, should not be considered replacements for, or superior to, GAAP measures reported and may not

be comparable to similarly named measures used by other companies. The Company’s calculation of non-GAAP financial measures may

differ from methods used by other companies.

We are unable to reconcile our target fiscal

year 2027 Adjusted EBITDA to projected net income, the most directly comparable projected GAAP financial measure, because certain information

necessary to calculate such measures on a GAAP basis is unavailable or dependent on the timing of future events outside of our control.

Due to this uncertainty, the Company cannot reconcile target fiscal year 2027 Adjusted EBITDA to the nearest GAAP financial measure without

unreasonable effort.

Derek Miller

Vice President of Communications, Lifeway

Foods

Email: derekm@lifeway.net

Perceptual Advisors

Dan Tarman

Email: dtarman@perceptualadvisors.com

General inquiries:

Lifeway Foods, Inc.

Phone: 847-967-1010

Email: info@lifeway.net

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets

March 31, 2026 and December 31, 2025

(In thousands)

March 31, 2026

December 31,

(Unaudited)

2025

Current assets

Cash and cash equivalents

$ 5,604

$ 5,571

Accounts receivable, net of allowance for credit losses and discounts & allowances of $2,530 and $1,730 at March 31, 2026 and December 31, 2025, respectively

22,985

16,643

Inventories, net

11,452

11,890

Prepaid expenses and other current assets

2,588

2,627

Refundable income taxes

325

Total current assets

42,670

37,056

Property, plant and equipment, net

57,844

48,282

Operating lease right-of-use asset

553

465

Goodwill

11,704

Intangible assets, net

5,683

5,818

Other assets

2,051

2,285

Total assets

$ 120,505

$ 105,610

Current liabilities

Accounts payable

$ 13,845

$ 11,008

Accrued expenses

4,589

5,413

Accrued income taxes

1,518

218

Total current liabilities

19,952

16,639

Line of credit

6,939

–

Operating lease liabilities

426

360

Deferred income taxes, net

2,792

Other long-term liabilities

–

Total liabilities

30,183

19,791

Commitments and contingencies (Note 9)

–

Stockholders’ equity

Preferred stock, no par value; 2,500 shares authorized; none issued

–

Common stock, no par value; 40,000 shares authorized; 17,274 shares issued; 15,282 and 15,232 outstanding at March 31, 2026 and December 31, 2025, respectively

6,509

Treasury stock, at cost

(12,889 )

(13,214 )

Paid-in capital

3,347

3,843

Retained earnings

93,355

88,681

Total stockholders’ equity

90,322

85,819

Total liabilities and stockholders’ equity

$ 120,505

$ 105,610

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

For the three months ended March 31, 2026 and

2025

(In thousands, except per share data)

2026

2025

Net Sales

$ 63,012

$ 46,091

Cost of goods sold

44,741

34,254

Depreciation expense

920

802

Total cost of goods sold

45,661

35,056

Gross profit

17,351

11,035

Selling expense

6,188

4,698

General and administrative expense

4,703

4,628

Amortization expense

135

Total operating expenses

11,026

9,461

Income from operations

6,325

1,574

Other income (expense):

Interest expense

(68 )

(14 )

Gain on sales of investments

–

3,352

Other income (expense), net

–

Total other (expense) income

(68 )

3,392

Income before provision for income taxes

6,257

4,966

Provision for income taxes

1,583

1,426

Net income

$ 4,674

$ 3,540

Net earnings per common share:

Basic

$ 0.31

$ 0.23

Diluted

$ 0.30

$ 0.23

Weighted average common shares outstanding:

Basic

15,257

15,134

Diluted

15,559

15,333

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Three months ended March 31,

2026

2025

Cash flows from operating activities:

Net income

$ 4,674

$ 3,540

Adjustments to reconcile net income to operating cash flow:

Depreciation and amortization

1,055

937

Stock-based compensation

548

326

Non-cash interest expense

Bad debt expense

–

Gain on sale of investments

–

(3,352 )

Fair value loss on investment

–

(Increase) decrease in operating assets:

Accounts receivable

(6,429 )

(1,259 )

Inventories

438

(563 )

Prepaid expenses and other current assets

228

136

Refundable income taxes

283

631

Increase (decrease) in operating liabilities:

Accounts payable

3,397

1,401

Accrued expenses

(1,282 )

(2,765 )

Accrued income taxes

1,300

795

Other long-term liabilities

–

Net cash provided by (used in) operating activities

4,378

(150 )

Cash flows from investing activities:

Purchases of property and equipment

(11,041 )

(2,219 )

Proceeds from sale of investments

–

5,152

Net cash (used in) provided by investing activities

(11,041 )

2,933

Cash flows from financing activities:

Borrowings under line of credit

8,000

–

Repayments under line of credit

(1,000 )

–

Payment of deferred financing costs

(21 )

(65 )

Equity award settled in cash

(283 )

–

Net cash provided by (used in) financing activities

6,696

(65 )

Net increase in cash and cash equivalents

2,718

Cash and cash equivalents at the beginning of the period

5,571

16,728

Cash and cash equivalents at the end of the period

$ 5,604

$ 19,446

Supplemental cash flow information:

Cash paid for income taxes, net of (refunds)

$ –

Cash paid for interest

$ 45

$ 11

Non-cash investing activities

Accrued purchase of property and equipment

$ 216

$ 239

Right-of-use assets obtained in exchange for lease obligations

$ 119

$ 8

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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- Details

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- Details

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us-gaap_StatementClassOfStockAxis=LWAY_PreferredStockPurchaseRightsMember

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