Item 4 — Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following: As previously disclosed, on September 23, 2024, Danone North America PBC ("Danone") submitted a proposal to acquire the entire share capital of Lifeway, and on November 15, 2024, Danone submitted a revised proposal. Lifeway rejected both proposals, and Danone and Lifeway did not engage in substantive negotiations at that time. In late June 2025, representatives of Lifeway initiated discussions with representatives of Danone requesting to "reset" the relationship and engage in negotiations regarding a potential acquisition. On August 1, 2025, Danone and Lifeway entered into a confidentiality agreement (the "NDA") in order to facilitate Danone's further review of a potential acquisition transaction. The NDA contains customary non-disclosure and non-use obligations for a specified time period, subject to certain exceptions. The NDA also contains limited standstill restrictions which, among other things, restrict the ability of Danone to publicly make further acquisition proposals, initiate stockholder proposals, solicit proxies, nominate or attempt to remove any person from Lifeway's Board, or participate in any consent solicitation in a manner that is not recommended by the Lifeway Board, including the pending consent solicitation of Edward Smolyansky to replace the entire Lifeway Board, in each case until September 15, 2025 (the "Standstill Expiration Date"). The Standstill Expiration Date may be extended for seven days if Danone and Lifeway are engaged in good faith discussions as of September 15, 2025. The NDA does not restrict the ability of Danone to vote its Common Stock at any Lifeway shareholders meeting that occurs prior to the Standstill Expiration Date, and the Standstill Expiration Date will be accelerated in certain circumstances, including if the nomination window for Lifeway's 2025 Annual Meeting is reopened. If a definitive acquisition agreement has not been executed by the Standstill Expiration Date, Danone presently intends to consent with respect to all of the shares of Common Stock it owns in favor of Edward Smolyansky's proposals set forth in his pending consent solicitation statement to replace the entire Lifeway Board of Directors. At present, Danone intends to further explore an acquisition transaction with Lifeway, but there is no guarantee that Danone or Lifeway will continue to pursue such a transaction or that any definitive agreement providing for a transaction will be entered into. Danone may in the future take such actions with respect to its investment in Lifeway as it deems appropriate, including, without limitation, changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The foregoing summary of the NDA does not purport to be complete and is qualified in its entirety by reference to the full text of the NDA, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.