Lifeway Foods, Inc.
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
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FY2025 · Filed Mar 17, 2026
LWAY$22.26-3.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| 1. | A list of the Financial Statements and Financial Statement Schedules filed as part of this Report is set forth in Part II, Item 8, which list is incorporated herein by reference. |
| 2. | Financial Statement Schedules – Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements |
| 3. | Exhibits. |
| No. | Description | Form | Period Ending | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Articles of Incorporation, as amended and currently in effect | 10-K | 12/31/2013 | 3.2 | 4/2/2014 |
| 3.2 | Certificate of Designations of Series A Junior Participating Preferred Stock of Lifeway Foods, Inc., effective as of November 4, 2024 | 10-Q | 9/30/2024 | 3.1 | 11/14/2024 |
| 3.3 | Second Amended and Restated Bylaws, as amended and currently in effect | Filed herewith | |||
| 4.1 | Description of Securities | Filed herewith | |||
| 4.2 | Shareholder Rights Agreement, dated as of November 4, 2024, by and between Lifeway Foods, Inc. and Computershare Trust Company, N.A., as rights agent | 8-A | 4.1 | 11/5/2024 | |
| 4.3 | 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 | 8-A12B/A | 4.2 | 10/29/25 | |
| 4.4 | Cooperation Agreement, dated as of September 30, 2025, by and between Lifeway Foods, Inc. and Danone North America PBC | 8-K | 4.1 | 10/1/2025 | |
| 10.1** | Stockholders’ Agreement dated October 1, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky and certain other parties | 8-K | 10.11 | 10/12/1999 | |
| 10.2** | Letter Agreement dated December 24, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky and certain other parties | 8-K | 10.12 | 1/12/2000 | |
| 10.3 | Amended and Restated Loan and Security Agreement dated as of May 7, 2018 among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. | 8-K | 10.1 | 5/11/2018 | |
| 10.4 | Employment Agreement by and between the Company and Amy Feldman, dated as of October 29, 2018 | 8-K | 10.1 | 11/1/2018 | |
| 10.5 | Employment Agreement by and between the Company and Eric Hanson, dated as of January 18, 2019 | 8-K | 10.1 | 1/23/2019 | |
| 10.6 | First Modification to Amended and Restated Loan and Security Agreement dated as of April 10, 2019 among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. | 10-K | 12/31/2018 | 10.10 | 4/15/2019 |
| No. | Description | Form | Period Ending | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.7 | Second Modification to Amended and Restated Loan and Security Agreement, effective as of December 10, 2019 by and among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. | 8-K | 10.1 | 12/10/2019 | |
| 10.8 | Third Modification to Amended and Restated Loan and Security Agreement dated as of September 30, 2020 among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. | 10-Q | 9/30/2020 | 10.1 | 10/6/2020 |
| 10.9 | Fourth Modification to Amended and Restated Loan and Security Agreement, dated as of August 18, 2021, by and among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender | 8-K | 10.1 | 8/20/2021 | |
| 10.10 | Fifth Modification to Amended and Restated Loan and Security Agreement, dated as of February 5, 2025, by and among Lifeway Foods, Inc., Fresh Made, Inc., Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender | 8-K | 10.1 | 2/7/2025 | |
| 10.11 | Sixth Modification to Amended and Restated Loan and Security Agreement dated as of December 29, 2025, by and among Lifeway Foods, Inc., Fresh Made, Inc., Lifeway Wisconsin, Inc. and CIBC Bank USA, as Lender | 8-K | 10.1 | 12/30/2025 | |
| 10.12+ | Lifeway Foods, Inc. Omnibus Incentive Plan | 8-K | 10.2 | 12/18/2015 | |
| 10.13+ | Notice of Restricted Stock Unit Award | 8-K | 10.3 | 12/18/2015 | |
| 10.14+ | Notice of Performance Unit Award | 8-K | 10.4 | 12/18/2015 | |
| 10.15+ | Notice of Restricted Stock Award | 8-K | 10.5 | 12/18/2015 | |
| 10.16+ | Notice of Non-Qualified Stock Option Award | 8-K | 10.6 | 12/18/2015 | |
| 10.17+ | Lifeway Foods, Inc. 2022 Omnibus Incentive Plan | 8-K | 10.1 | 9/2/2022 | |
| 10.18+ | Form of Notice of Restricted Stock Unit Award under the Lifeway Foods, Inc. 2022 Omnibus Incentive Plan | 10-Q | 9/30/2022 | 10.7 | 11/14/2022 |
| 10.19+ | Form of Notice of Performance-Based Restricted Stock Unit Award under the 2022 Omnibus Incentive Plan | 10-Q | 9/30/2022 | 10.8 | 11/14/2022 |
| 10.20+ | Form of Notice of Deferred Time-Vested Cash Award | 8-K | 10.1 | 3/11/2026 | |
| 10.21+ | Form of Notice of Deferred Performance Based Cash Award | 8-K | 10.2 | 3/11/2026 |
| No. | Description | Form | Period Ending | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.22+ | Lifeway Foods, Inc. 2022 2022 Non-Employee Director Equity and Deferred Compensation Plan | 8-K | 10.2 | 9/2/2022 | |
| 10.23+ | Form of Notice of Restricted Stock Unit Award under the Lifeway Foods, Inc. 2022 Non-Employee Director Equity and Deferred Compensation Plan | 10-Q | 9/30/2022 | 10.6 | 11/14/2022 |
| 10.24+ | First Amendment to the 2022 Non-Employee Director Equity and Deferred Compensation Plan | 10-Q | 6/30/2024 | 10.1 | 8/13/2024 |
| 10.25+ | Restricted Stock Unit Award Agreement, dated as of April 27, 2022, by and between the Company and Jason Scher | 10-K | 12/31/2022 | 10.29 | 3/27/2023 |
| 10.26+ | Amended and Restated Employment Agreement, dated as of December 23, 2024, by and between the Company and Julie Smolyansky | 8-K | 10.1 | 12/23/2024 | |
| 10.27+ | Retention Bonus Agreement, dated as of December 23, 2025, by and between the Company and Julie Smolyansky | 8-K | 10.2 | 12/23/2024 | |
| 10.28 | Separation Agreement dated as of June 16, 2025, between Lifeway Foods, Inc. and Amy Feldman. | 8-K | 10.1 | 6/23/2025 | |
| 19.1 | Lifeway Foods, Inc. Policy on Insider Trading | 10-K | 12/31/24 | 19.1 | 3/14/2025 |
| 21 | List of Subsidiaries of the Registrant | Filed Herewith | |||
| 23.1 | Consent of Grant Thornton LLP | Filed Herewith | |||
| 24.1 | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) | ||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Julie Smolyansky | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Eric Hanson | ||||
| 32.1* | Section 1350 Certification of Julie Smolyansky | ||||
| 32.2* | Section 1350 Certification of Eric Hanson | ||||
| 97 | Lifeway Foods, Inc. Incentive Compensation Clawback Policy | 10-K | 12/31/24 | 97 | 3/14/2025 |
| 101* | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in inline XBRL, include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. |
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__________________
| + | Indicates a management contract or compensatory plan or arrangement. |
|---|---|
| * | This exhibit is furnished and not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Lifeway Foods, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of filing this Form 10-K and irrespective of any general incorporation language contained in such filing. |
| ** | The Company believes this agreement is null and void but has included it in this Exhibit List for completeness. |
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