Lifeway Foods, Inc. 8-K

What Happened

• Lifeway Foods, Inc. announced on May 14, 2026 that it entered into an underwriting agreement with BTIG, LLC for a public offering of 3,454,756 shares of its common stock by the selling stockholder, Danone USA Public Benefit Corporation, at $19.50 per share. The offering is being made under a Form S-3 shelf registration declared effective December 10, 2025, and the closing is expected on or about May 19, 2026.
• The Company will not receive any proceeds from the offering because the shares are being sold by the selling stockholder. Lifeway has agreed to repurchase approximately $5.0 million of the shares at the same $19.50 per share price (about 256,410 shares), and that repurchase is conditioned on the closing of the offering. BTIG is acting as sole underwriter. A press release announcing the pricing was issued May 14, 2026.

Key Details

• Shares offered: 3,454,756 by Danone USA PBC
• Price to public: $19.50 per share
• Expected closing: on or about May 19, 2026
• Lifeway repurchase: ~ $5.0 million (≈256,410 shares) at $19.50/share; repurchase conditioned on closing
• Company proceeds: Lifeway will receive no proceeds from this offering

Why It Matters

• This is a secondary offering by an existing shareholder (Danone), so Lifeway is not raising new capital from the sale. Investors should note the offering may increase the number of shares available for trading, while the company’s conditional $5.0M repurchase reduces the portion sold to the public by about 256,410 shares if completed.
• The repurchase, if executed, will involve company funds (amount and source not specified in the filing) and could modestly affect outstanding shares and ownership distribution. The underwriting agreement and press release were filed as exhibits to the 8-K for full details.