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Lifeway Foods, Inc.

For the period ended Dec 31, 2025. Filed Mar 17, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 17, 2026

LWAY$22.26-3.7%Stored close · as of Nov 10, 2026

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Contents

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.DescriptionFormPeriod EndingExhibitFiling Date
3.1Articles of Incorporation, as amended and currently in effect10-K12/31/20133.24/2/2014
3.2Certificate of Designations of Series A Junior Participating Preferred Stock of Lifeway Foods, Inc., effective as of November 4, 202410-Q9/30/20243.111/14/2024
3.3Second Amended and Restated Bylaws, as amended and currently in effectFiled herewith
4.1Description of SecuritiesFiled herewith
4.2Shareholder Rights Agreement, dated as of November 4, 2024, by and between Lifeway Foods, Inc. and Computershare Trust Company, N.A., as rights agent8-A4.111/5/2024
4.3Amendment 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 agent8-A12B/A4.210/29/25
4.4Cooperation Agreement, dated as of September 30, 2025, by and between Lifeway Foods, Inc. and Danone North America PBC8-K4.110/1/2025
10.1**Stockholders’ Agreement dated October 1, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky and certain other parties8-K10.1110/12/1999
10.2**Letter Agreement dated December 24, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky and certain other parties8-K10.121/12/2000
10.3Amended 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-K10.15/11/2018
10.4Employment Agreement by and between the Company and Amy Feldman, dated as of October 29, 20188-K10.111/1/2018
10.5Employment Agreement by and between the Company and Eric Hanson, dated as of January 18, 20198-K10.11/23/2019
10.6First 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-K12/31/201810.104/15/2019
No.DescriptionFormPeriod EndingExhibitFiling Date
10.7Second 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-K10.112/10/2019
10.8Third 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-Q9/30/202010.110/6/2020
10.9Fourth 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 Lender8-K10.18/20/2021
10.10Fifth 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 Lender8-K10.12/7/2025
10.11Sixth 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 Lender8-K10.112/30/2025
10.12+Lifeway Foods, Inc. Omnibus Incentive Plan8-K10.212/18/2015
10.13+Notice of Restricted Stock Unit Award8-K10.312/18/2015
10.14+Notice of Performance Unit Award8-K10.412/18/2015
10.15+Notice of Restricted Stock Award8-K10.512/18/2015
10.16+Notice of Non-Qualified Stock Option Award8-K10.612/18/2015
10.17+Lifeway Foods, Inc. 2022 Omnibus Incentive Plan8-K10.19/2/2022
10.18+Form of Notice of Restricted Stock Unit Award under the Lifeway Foods, Inc. 2022 Omnibus Incentive Plan10-Q9/30/202210.711/14/2022
10.19+Form of Notice of Performance-Based Restricted Stock Unit Award under the 2022 Omnibus Incentive Plan10-Q9/30/202210.811/14/2022
10.20+Form of Notice of Deferred Time-Vested Cash Award8-K10.13/11/2026
10.21+Form of Notice of Deferred Performance Based Cash Award8-K10.23/11/2026
No.DescriptionFormPeriod EndingExhibitFiling Date
10.22+Lifeway Foods, Inc. 2022 2022 Non-Employee Director Equity and Deferred Compensation Plan8-K10.29/2/2022
10.23+Form of Notice of Restricted Stock Unit Award under the Lifeway Foods, Inc. 2022 Non-Employee Director Equity and Deferred Compensation Plan10-Q9/30/202210.611/14/2022
10.24+First Amendment to the 2022 Non-Employee Director Equity and Deferred Compensation Plan10-Q6/30/202410.18/13/2024
10.25+Restricted Stock Unit Award Agreement, dated as of April 27, 2022, by and between the Company and Jason Scher10-K12/31/202210.293/27/2023
10.26+Amended and Restated Employment Agreement, dated as of December 23, 2024, by and between the Company and Julie Smolyansky8-K10.112/23/2024
10.27+Retention Bonus Agreement, dated as of December 23, 2025, by and between the Company and Julie Smolyansky8-K10.212/23/2024
10.28Separation Agreement dated as of June 16, 2025, between Lifeway Foods, Inc. and Amy Feldman.8-K10.16/23/2025
19.1Lifeway Foods, Inc. Policy on Insider Trading10-K12/31/2419.13/14/2025
21List of Subsidiaries of the RegistrantFiled Herewith
23.1Consent of Grant Thornton LLPFiled Herewith
24.1Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
31.1Rule 13a-14(a)/15d-14(a) Certification of Julie Smolyansky
31.2Rule 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
97Lifeway Foods, Inc. Incentive Compensation Clawback Policy10-K12/31/24973/14/2025
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.

__________________

+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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