SCHEDULE: Smolyansky Seeks Two Seats on Lifeway Foods Board

Edward Smolyansky, a 20% holder, notified plans to nominate himself and George Sent for election to Lifeway Foods’ board at the 2025 annual meeting, per an amended Schedule 13D.

Summary

• Ludmila Smolyansky, Edward Smolyansky, and The Edward Smolyansky Trust 2/2/16 amended their Schedule 13D for Lifeway Foods, Inc. (CUSIP 531914109).
• Edward Smolyansky delivered notice on October 17, 2025 to nominate George Sent for election to the board at the 2025 annual meeting of shareholders.
• On November 14, 2025, Edward Smolyansky delivered a second notice to also nominate himself for election to the board at the 2025 annual meeting.
• Beneficial ownership disclosed: Edward Smolyansky 3,059,975 shares (20.0% of class); Ludmila Smolyansky 925,166 shares (6.1%); The Edward Smolyansky Trust 1,233,333 shares (8.1%).
• Date of event requiring filing: 11/18/2025; issuer address: 6431 W Oakton, Morton Grove, IL 60053.

Sentiment

Score: 5

Explanation: Governance initiative by a 20% holder is neutral-to-mildly positive for accountability but introduces potential election uncertainty without accompanying operating or financial updates.

Positives

• Clear disclosure of significant ownership positions, including a 20.0% stake held by Edward Smolyansky (3,059,975 shares).
• Shareholder engagement through director nominations may enhance board accountability and governance focus.
• Multiple experienced shareholders (including a trust) signal sustained interest and influence in corporate direction.

Negatives

• No financial, operational, or strategic performance updates are provided.
• Director nominations may indicate potential for a contested election, introducing governance uncertainty.

Future Outlook

Edward Smolyansky intends to put two nominees—George Sent and himself—up for election at the 2025 annual meeting, signaling potential board composition changes subject to shareholder vote.

Management Comments

• Edward Smolyansky notified the issuer on October 17, 2025 of his intent to nominate George Sent for election to the board.
• On November 14, 2025, Edward Smolyansky notified the issuer of his intent to also nominate himself for election to the board.

Industry Context

Significant shareholders initiating director nominations is a common governance dynamic in small-cap food and beverage companies, often aimed at influencing strategy, oversight, or capital allocation; such actions can precede or accompany broader shareholder engagement campaigns.

Comparison to Industry Standards

• A 20% beneficial ownership position is materially above typical activist stakes (often 5–10%), providing substantial influence relative to many proxy campaigns.
• Seeking two board seats aligns with common activist slates in small-cap consumer companies, where nominees range from one to several seats depending on ownership and objectives.
• Comparable proxy efforts in consumer sectors (e.g., Starboard at Darden with ~9% and Third Point at Campbell Soup with ~7%) have operated with lower stakes, suggesting Edward Smolyansky’s position confers comparatively greater leverage.

Stakeholder Impact

• Shareholders may see alternative board representation options at the 2025 annual meeting.
• Potential board changes could influence corporate strategy and oversight if nominees are elected.
• Short-term governance uncertainty may affect investor sentiment ahead of the vote.

Next Steps

• Shareholders to consider and vote on director nominations at the 2025 annual meeting.

Key Dates

Keywords

Lifeway Foods, Schedule 13D, Edward Smolyansky, board nominations, beneficial ownership, proxy contest, George Sent, Ludmila Smolyansky, The Edward Smolyansky Trust, corporate governance, CUSIP 531914109