Form 8-K

8-K — Lifeway Foods, Inc.

Accession: 0001683168-26-006301

Filed: 2026-08-13

Period: 2026-08-13

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):

August 13, 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 St., 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

The Nasdaq Stock Market

Preferred Stock Purchase Rights

None

The Nasdaq Stock 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 August 13, 2026, Lifeway Foods, Inc. (the “Company”)

issued a press release announcing its financial results for the fiscal quarter ended June 30, 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 August 13, 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.

Dated: August 13, 2026

By:

/s/ Eric Hanson

Name: Eric Hanson

Title: Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 13, 2026.

EX-99.1

Filename: lifeway_ex9901.htm · Sequence: 2

Exhibit 99.1

Lifeway Foods®

Delivers Highest Quarterly Net Sales in Company History, Extending Record Growth in Second Quarter 2026

$66.9 million in

net sales, up 24.1% year-over-year and $3.9 million above the prior quarterly record

27th consecutive

quarter of year-over-year net sales growth; first-half 2026 net sales reach $129.9 million, up 29.9%

Morton Grove, IL — August 13, 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 second quarter ended June 30, 2026.

“Lifeway delivered the highest quarterly net sales in Company

history, reaching $66.9 million and exceeding our prior record by $3.9 million,” said Julie Smolyansky, President and Chief Executive

Officer of Lifeway Foods. “Net sales increased 24% year-over-year, on top of a record second quarter in 2025, and marked our 27th

consecutive quarter of year-over-year growth. As America’s original authentic kefir brand, Lifeway has spent 40 years building the

trust, expertise, nationwide distribution and retailer relationships that underpin our category leadership. This sustained, volume-led

performance demonstrates the strength of our brands and the repeatability of the consumer-growth platform we have built over nearly seven

years.”

Ms. Smolyansky continued, “Demand remained robust even as elevated

milk prices created the primary margin headwind. We view the current margin pressure as temporary and expect these pressures to subside

as conditions normalize. Given the Company’s pricing power and the positive conventional milk cost outlook for 2027, coupled with

the operational efficiencies from our ongoing investments, we expect gross margin and profitability to fully recover in 2027, with the

opportunity to exceed the improvement achieved in the first quarter of 2026 as pricing actions layer in and operational improvements take

effect. We enter the second half of 2026 with record first-half net sales of $129.9 million, significant new retail and foodservice distribution,

and the planned completion of our transformative Waukesha expansion in early 2027. Together, these investments position Lifeway to reinforce

its category leadership, serve growing demand and build long-term shareholder value.”

Second Quarter 2026 Highlights

· Net Sales: $66.9 million, the highest quarterly

net sales in Company history, up 24.1% year-over-year and 6.2% above the prior quarterly record of $63.0 million.

· Gross Profit Margin: 19.5%, compared to 28.6%

in the prior-year period, primarily reflecting elevated milk prices, temporary increases in resin costs for packaging and higher oil-related

transportation costs.

· Selling, general and administrative expenses

were 18.4% of net sales, compared to 17.6% last year, reflecting continued investment in marketing and brand awareness.

· Net Income: $0.1 million, or $0.01 per basic

and diluted common share, compared to net income of $4.3 million, or $0.28 per basic and diluted common share, in the prior-year period.

Year-to-Date 2026 Highlights

· Net Sales: $129.9 million, up 29.9% year-over-year.

· Gross Profit Margin: 23.4%, compared to 26.4%

in the prior-year period.

· Selling, general and administrative expenses

were 17.8% of net sales, compared to 18.8% last year, reflecting continued investment in marketing and brand awareness.

· Net Income: $4.8 million, or $0.32 per basic

and $0.31 per diluted common share, compared to net income of $7.8 million, or $0.51 per basic and diluted common share, in the prior-year

period.

Historic Growth Record

· 27 consecutive quarters of year-over-year net

sales growth – nearly seven years of uninterrupted quarterly growth.

· Four consecutive years of record annual net sales

from 2022 through 2025, increasing from $141.6 million to $212.5 million – a cumulative increase of 50.1%.

· First-half 2026 net sales of $129.9 million increased

29.9% year-over-year and equaled approximately 61% of full-year 2025 net sales.

· Second-quarter 2026 net sales of $66.9 million

set a new quarterly record, surpassing the previous record of $63.0 million established in the first quarter of 2026.

Forty Years of Category Leadership and Cultural

Relevance

The Company marked its 40th anniversary and National

Kefir Day with a nationwide celebration anchored by The Lifeway Kefir Shop, an immersive SoHo pop-up featuring custom smoothies, exclusive

merchandise and a VIP preview with U.S. soccer star Rose Lavelle, followed by a live performance from Cannons. Lifeway also brought the

celebration into the energy surrounding this summer’s global soccer tournament through in-person activations in host cities and

an online extension featuring recipes designed for at-home viewing parties.

Beyond New York, Lifeway brought sampling and

consumer activations to Chicago, Miami and Los Angeles, including a presence at Lollapalooza. The campaign extended digitally through

Lifeway’s viral frozen-fruit-and-kefir ice cream hack, which generated more than 50 million views and demonstrated Lifeway’s

ability to convert cultural relevance into broad consumer discovery and retail interest.

Expanding Distribution Across Retail and Foodservice

Lifeway continues to expand distribution across mass

retail, natural grocery and foodservice, gaining momentum with new placements for emerging innovation and established product lines in

both national and regional grocers. Recent and upcoming gains are broadening the reach of Lifeway Kefir, Muscle Mates, Kefir Butter,

Farmer Cheese and Organic Farmer Cheese to thousands of retail placements nationwide, broadening access to new consumers and increasing

consumption occasions.

Meanwhile, Lifeway is extending beyond the traditional

grocery aisle through our growing foodservice presence, including campus dining and emerging, on-trend frozen yogurt concepts. These wins

demonstrate the Company’s ability to scale new products, grow legacy offerings and diversify our channels of distribution.

Industry Recognition

This summer, President and Chief Executive Officer

Julie Smolyansky was inducted into the Specialty Food Association Hall of Fame alongside industry leaders and pioneers. The honor recognizes

Ms. Smolyansky’s leadership in transforming kefir from a niche product into a mainstream functional-food category, driving sustained

growth and innovation at Lifeway, advancing consumer understanding of probiotics and gut health, and expanding access to cultured dairy

for millions of consumers.

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. is the brand that introduced

kefir to generations of American consumers. For 40 years, Lifeway has defined authentic, real kefir in the U.S. market while building

the expertise, consumer trust and scale that support its category leadership. The Company has been recognized as one of America’s

Growth Leaders by TIME, as Dairy Foods’ Processor of the Year 2025, as one of Forbes’ Best Small Companies and on Inc.’s

2025 Best in Business list in the Best Challenger Brands category. In addition to its drinkable kefir portfolio, Lifeway produces Farmer

Cheese – a 40-year legacy line now expanding to mass retail – Kefir Butter, Muscle Mates™, a variety of cheeses and

ProBugs® for kids. Lifeway products are sold across the United States, Mexico, the United Arab Emirates, Central America and the Caribbean.

Learn more 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.

Derek Miller

Vice President of Communications, Lifeway

Foods

Email: derekm@lifeway.net

General inquiries:

Lifeway Foods, Inc.

Phone: 847-967-1010

Email: info@lifeway.net

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets

June 30, 2026 and December 31, 2025

(In thousands)

June 30, 2026

December 31,

(Unaudited)

2025

Current assets

Cash and cash equivalents

$ 7,087

$ 5,571

Accounts receivable, net of allowance for credit losses and discounts & allowances of $2,800 and $1,730 at June 30, 2026 and December 31, 2025, respectively

22,861

16,643

Inventories, net

13,987

11,890

Prepaid expenses and other current assets

2,526

2,627

Refundable income taxes

728

325

Total current assets

47,189

37,056

Property, plant and equipment, net

65,596

48,282

Operating lease right-of-use asset

521

465

Goodwill

11,704

Intangible assets, net

5,548

5,818

Other assets

1,841

2,285

Total assets

$ 132,399

$ 105,610

Current liabilities

Accounts payable

$ 17,483

$ 11,008

Accrued expenses

4,745

5,413

Accrued income taxes

304

218

Total current liabilities

22,532

16,639

Line of credit

21,945

–

Operating lease liabilities

393

360

Deferred income taxes, net

2,792

Other long-term liabilities

163

–

Total liabilities

47,825

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; 15,105 and 15,232 outstanding at June 30, 2026 and December 31, 2025, respectively

6,509

Treasury stock, at cost

(17,217 )

(13,214 )

Paid-in capital

1,800

3,843

Retained earnings

93,482

88,681

Total stockholders’ equity

84,574

85,819

Total liabilities and stockholders’ equity

$ 132,399

$ 105,610

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

For the three and six months ended June 30,

2026 and 2025

(In thousands, except per share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net sales

$ 66,893

$ 53,901

$ 129,905

$ 99,992

Cost of goods sold

52,859

37,669

97,600

71,923

Depreciation expense

1,008

832

1,928

1,634

Total cost of goods sold

53,867

38,501

99,528

73,557

Gross profit

13,026

15,400

30,377

26,435

Selling expense

7,634

4,718

13,822

9,416

General and administrative expense

4,657

4,752

9,360

9,380

Amortization expense

135

270

Total operating expenses

12,426

9,605

23,452

19,066

Income from operations

600

5,795

6,925

7,369

Other income (expense):

Interest expense

(215 )

(21 )

(283 )

(35 )

Fair Value Loss on investments

–

(20 )

Gain on sale of investments

–

3,407

Other income (expense), net

156

Total other income (expense)

(193 )

116

(261 )

3,508

Income before provision for income taxes

407

5,911

6,664

10,877

Provision for income taxes

280

1,662

1,863

3,088

Net income

$ 127

$ 4,249

$ 4,801

$ 7,789

Net earnings per common share:

Basic

$ 0.01

$ 0.28

$ 0.32

$ 0.51

Diluted

$ 0.01

$ 0.28

$ 0.31

$ 0.51

Weighted average common shares outstanding:

Basic

15,161

15,206

15,209

15,170

Diluted

15,289

15,390

15,334

15,359

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Six months ended June 30,

2026

2025

Cash flows from operating activities:

Net income

$ 4,801

$ 7,789

Adjustments to reconcile net income to operating cash flow:

Depreciation and amortization

2,198

1,904

Stock-based compensation

1,083

927

Non-cash interest expense

Bad debt expense

–

Gain on sale of equipment

(19 )

(115 )

Gain on sale of investments

–

(3,407 )

Fair value loss on investment

–

(Increase) decrease in operating assets:

Accounts receivable

(6,305 )

(640 )

Inventories

(2,097 )

(1,546 )

Prepaid expenses and other current assets

297

322

Refundable income taxes

(404 )

631

Increase (decrease) in operating liabilities:

Accounts payable

6,739

500

Accrued expenses

(2,601 )

(2,632 )

Accrued income taxes

–

Other long-term liabilities

163

–

Net cash provided by operating activities

4,039

3,762

Cash flows from investing activities:

Purchases of property and equipment

(19,505 )

(4,526 )

Proceeds from sale of equipment

223

115

Proceeds from sale of investments

–

5,206

Net cash (used in) provided by investing activities

(19,282 )

795

Cash flows from financing activities:

Purchase of treasury stock

(4,937 )

–

Borrowings under line of credit

23,000

–

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

16,759

(65 )

Net increase in cash and cash equivalents

1,516

4,492

Cash and cash equivalents at the beginning of the period

5,571

16,728

Cash and cash equivalents at the end of the period

$ 7,087

$ 21,220

Supplemental cash flow information:

Cash paid for income taxes, net of (refunds)

$ 2,180

$ 2,457

Cash paid for interest

$ 200

$ 26

Non-cash investing activities

Accrued purchase of property and equipment

$ 512

$ 1,083

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

$ 119

$ 196

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

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Name of the Exchange on which a security is registered.

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

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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