What changed in this filing

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Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-14 · 72 added, 65 removed, 145 unchanged (49% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that

are designed to ensure material information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer, principal financial officer and principal accounting

officer, as appropriate, to allow timely decisions regarding required financial disclosure.

In designing and evaluating the disclosure

controls and procedures, we recognize that a control system, no matter how well designed and operated, can provide only reasonable, not

absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all control systems, no

evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been

As of December 31, 2024 (the “Evaluation Date”),

we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial

officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange

Act of 1934 (the “Exchange Act”)).

Based on this evaluation, our principal executive officer and principal financial officer

have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at the reasonable assurance level

as of December 31, 2024 in ensuring that information required to be disclosed by us under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified under the Exchange Act rules.

Management’s Annual Report on Internal Control

Over Financial Reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting as such term is identified in Exchange Act Rules 13a-15(f).

Internal control over financial

reporting is a process designed by, or under the supervision of, our principal executive officer, principal financial officer and principal

accounting officer, and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and

procedures that:

We maintain disclosure controls and procedures

that are designed to ensure material information required to be disclosed in our reports that we file or submit under the Exchange Act

is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information

is accumulated and communicated to our management, including our principal executive officer, principal financial officer and principal

accounting officer, as appropriate, to allow timely decisions regarding required financial disclosure.

In designing and evaluating the

disclosure controls and procedures, we recognize that a control system, no matter how well designed and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have

been detected.

As of December 31, 2025 (the “Evaluation

Date”), we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal

financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities

Exchange Act of 1934 (the “Exchange Act”)).

Based on this evaluation, our principal executive officer and principal financial

officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at the reasonable assurance

level as of December 31, 2025 in ensuring that information required to be disclosed by us under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified under the Exchange Act rules.

Management’s Annual Report on Internal

Control Over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting as such term is identified in Exchange Act Rules 13a-15(f).

Internal control

over financial reporting is a process designed by, or under the supervision of, our principal executive officer, principal financial officer

and principal accounting officer, and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those

policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

1 unchanged sentence

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

Internal control over financial reporting has inherent

limitations which may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions or because the level of compliance with related

Internal control over financial reporting has

inherent limitations which may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions or because the level of compliance with related

policies or procedures may deteriorate.

5 unchanged sentences

control over financial reporting was effective as of December 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over

financial reporting that occurred during 2024 that have materially affected, or are reasonably likely to materially affect, our internal

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting that occurred during 2025 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION

During the quarter ended December 31, 2024, no director

or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2025, no

director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING

19 unchanged sentences

Form 10-K and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item 12 will be included

16 unchanged sentences

Certificate of Designations of Series A Junior Participating Preferred Stock of Lifeway Foods, Inc., effective as of November 4, 2024

Second Amended and Restated Bylaws

Second Amended and Restated Bylaws, as amended and currently in effect

Filed herewith

Description of Securities

2 unchanged sentences

and Computershare Trust Company, N.A., as rights agent

Amendment 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 agent

Cooperation Agreement, dated as of September 30, 2025, by and between Lifeway Foods, Inc.

and Danone North America PBC

Stockholders’ Agreement dated October 1, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky and certain other parties

Agreement dated December 24, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky

and certain other parties

Employment Agreement, dated September 12, 2002, between Lifeway Foods, Inc.

and Julie Smolyansky

Letter Agreement dated December 24, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky and certain other parties

Amended 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.

7 unchanged sentences

Fifth 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 Lender

Sixth 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 Lender

Lifeway Foods, Inc.

4 unchanged sentences

Notice of Non-Qualified Stock Option Award

Settlement Agreement dated as of July 27, 2022, between the Company and Edward Smolyansky and Ludmila Smolyansky

Amendment to Settlement Agreement dated as of July 27, 2022, between the Company and Edward Smolyansky and Ludmila Smolyansky

Lifeway Foods, Inc.

2022 Omnibus Incentive Plan

Form of Notice of Restricted Stock Award under the Lifeway Foods, Inc.

2022 Non-Employee Director Equity and Deferred Compensation Plan

Form of Notice of Restricted Stock Unit Award under the Lifeway Foods, Inc.

1 unchanged sentence

Form of Notice of Performance-Based Restricted Stock Unit Award under the 2022 Omnibus Incentive Plan

Form of Notice of Deferred Time-Vested Cash Award

Form of Notice of Deferred Performance Based Cash Award

Period Ending

7 unchanged sentences

Retention Bonus Agreement, dated as of December 23, 2025, by and between the Company and Julie Smolyansky

Separation Agreement dated as of June 16, 2025, between Lifeway Foods, Inc.

and Amy Feldman.

Lifeway Foods, Inc.

Policy on Insider Trading

Filed Herewith

List of Subsidiaries of the Registrant

8 unchanged sentences

Incentive Compensation Clawback Policy

Filed Herewith

Press release dated March 14, 2025 reporting the Company’s financial results for year ended December 31, 2024 .

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:

7 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

LIFEWAY FOODS, INC.

19 unchanged sentences

or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

March 17, 2026

8 unchanged sentences

March 17, 2026

/s/ Jason Scher

/s/ Kirk Chartier

Kirk Chartier

March 17, 2026

/s/ Pol Sikar

/s/ Juan Carlos Dalto

Juan Carlos Dalto

March 17, 2026

/s/ Jody Levy

/s/ Rachel Drori

March 17, 2026

/s/ Andee Harris

March 17, 2026

/s/ Susan Hultquist

Susan Hultquist

March 17, 2026

/s/ Dorri McWhorter

1 unchanged sentence

March 17, 2026

/s/ Juan Carlos Dalto

Juan Carlos Dalto

March 14, 2025

/s/ Perfecto Sanchez

Perfecto Sanchez

/s/ Jason Scher

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures