Lifeway Foods Announces Pricing of Secondary Underwritten Public Offering of Common Stock (Form 8-K)

Lifeway Foods Announces Pricing of Secondary Underwritten Public Offering of Common Stock

Morton Grove, IL - May 14, 2026 - Lifeway Foods, Inc. (Nasdaq: LWAY) ("Lifeway" or the "Company") today announced the pricing of a secondary underwritten public offering (the "Offering") of 3,454,756 shares of its common stock ("Common Stock") by Danone USA Public Benefit Corporation (the "Selling Stockholder") at a price to the public of $19.50 per share.

The Offering consists entirely of shares of Common Stock being sold by the Selling Stockholder and is expected to close on May 19, 2026, subject to customary closing conditions. The Company is not selling any shares of Common Stock in the Offering and will not receive any proceeds from the Offering. The Company has agreed to repurchase approximately $5.0 million of the Shares in the Offering at the same per share price to be paid by investors in the Offering (the "Share Repurchase"). The Offering is not conditioned upon the completion of the Share Repurchase, but the share repurchase is conditioned upon the completion of the Offering.

BTIG is acting as the sole book-running manager for the Offering.

The Offering is being made pursuant to a shelf registration statement on Form S-3 (No. 333-291148) that was previously filed with the Securities and Exchange Commission ("SEC") and declared effective by the SEC on December 10, 2025. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering is available on the SEC's website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may also be obtained, when available, by contacting: BTIG, LLC, 65 East 55th Street, New York, New York 10022, Attn: Syndicate Department, [email protected].