Item 4 — Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following: Danone North America PBC and Danone S.A. (together, "Danone", "we" or "our") are continuing to review our investment in Lifeway, including whether to sell any or all of the shares of Lifeway Common Stock that we own. As we have previously disclosed, we are no longer interested in pursuing an acquisition of Lifeway. On September 30, 2025, Danone North America PBC entered into a Letter Agreement with Lifeway (the "Letter Agreement"). The Letter Agreement, among other things: (a) requires Lifeway to file and keep effective a shelf registration statement with the SEC in order to facilitate the sale of Danone's shares of Lifeway Common Stock; (b) contemplates that Lifeway will add three new independent directors reasonably acceptable to Danone North America PBC within 30 days of the execution of the Letter Agreement (the "Three New Independent Directors"), and a fourth new independent director reasonably acceptable to Danone North America PBC within 45 days of the execution of the Letter Agreement; (c) subject to certain exceptions, requires Danone North America PBC to vote in favor of the Lifeway Board of Directors at Lifeway's 2025 annual meeting of shareholders and 2026 annual meeting of shareholders, and not consent in respect of Edward Smolyansky's pending consent solicitation to replace the entire Lifeway Board of Directors; (d) contemplates that Lifeway will appoint an independent chair of the Lifeway Board of Directors; (e) provides that Danone North America PBC and Lifeway will jointly seek to stay the pending litigation between the parties filed in March 2025; (f) provides that Lifeway will comply with the parties' existing Stockholders' Agreement (without contesting or admitting its validity); and (g) provides for certain mutual non-disparagement obligations. Without limiting Danone North America PBC's other remedies, Danone North America PBC's obligations and agreements under the Letter Agreement terminate upon a breach of the Letter Agreement by Lifeway or certain public statements by Lifeway asserting the invalidity of the Letter Agreement or the Stockholders' Agreement. The Letter Agreement will provide us with additional optionality with respect to our ability to sell our shares of Lifeway Common Stock. The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. We may in the future take such actions with respect to our investment in Lifeway as we deem appropriate, including, without limitation, selling all or part of our investment in Lifeway, continuing to hold our investment in Lifeway or changing our intention with respect to any and all matters referred to in Item 4 of Schedule 13D.