Lifeway Foods, Inc. 8-K

What Happened

• Lifeway Foods, Inc. announced on December 29, 2025 that it, together with subsidiaries Fresh Made, Inc. and Lifeway Wisconsin, entered into a Sixth Modification to its Amended and Restated Loan and Security Agreement with CIBC Bank USA (the lender).
• The modification amends the credit agreement originally dated September 30, 2020 and primarily (1) temporarily adjusts the Fixed Charge Coverage Ratio treatment for certain Waukesha, WI capital expenditures, (2) narrows the definition of “Change of Control” to exclude certain board changes, and (3) extends the agreement’s termination date to February 5, 2029. The borrowers had no outstanding borrowings when the modification was executed.

Key Details

• Date of modification: December 29, 2025.
• Extension: Termination Date extended to February 5, 2029.
• Capital expenditure carve-out: From Dec 31, 2025 through June 30, 2027, the Fixed Charge Coverage Ratio will exclude up to $50,000,000 of unfinanced Waukesha, WI capital expenditures for plant optimization/manufacturing expansion, subject to lender approval.
• Change of Control: Definition amended so specified board changes will not automatically trigger a Change of Control under the credit agreement.
• Other terms: Aside from the above changes, material terms of the credit agreement remain substantially unchanged.

Why It Matters

• This amendment gives Lifeway more flexibility to proceed with approved capital spending for its Waukesha plant (up to $50M) without those unfinanced costs worsening a key covenant for a defined period — reducing near-term covenant pressure while expansion work occurs.
• Extending the loan termination to early 2029 preserves borrowing capacity and liquidity options under the facility longer term and signals continued lender support from CIBC.
• At the time of the amendment, Lifeway had no outstanding borrowings under the facility, so the change does not reflect a new drawdown but improves the company’s flexibility and covenant treatment going forward.