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SCHEDULE Filed 2025-09-30 Event 2025-09-30 SEC 0001193125-25-225630 →

Danone S.A. Lifeway Foods, Inc. LWAY

Stake: 22.70% Shares: 3,454,756 CUSIP: 531914109 Class: Common Stock, no par value

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.

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
13 13D/G filings on this issuer
12 other filings besides this one
Filer Track Record
3 filings by this filer
2 other filings in the data moat
Short Interest · settle 2026-03-31
DTC 3.32
235,574 shares short · +5.6% vs prior

Institutional Consensus · 2025-12-31

Held by elite portfolio managers
1 holder · $481K
Point72 Asset Mgmt

Other 13D/G Filings on Lifeway Foods, Inc.

FiledFormFilerStakeShares
2025-08-01 SCHEDULE Danone S.A. 22.70% 3,454,756 view →
2025-06-04 SCHEDULE SMOLYANSKY LUDMILA 20.80% 3,159,975 view →
2025-03-17 SCHEDULE SMOLYANSKY LUDMILA 20.94% 3,179,975 view →
2025-03-03 SCHEDULE Danone S.A. 23.30% 3,454,756 view →
2025-02-06 SCHEDULE SMOLYANSKY EDWARD 21.50% 3,179,975 view →
2023-10-31 SC SMOLYANSKY EDWARD view →
2023-02-24 SC SMOLYANSKY LUDMILA view →
2022-03-17 SC SMOLYANSKY LUDMILA view →
2022-02-25 SC SMOLYANSKY LUDMILA view →
2021-10-15 SC SMOLYANSKY LUDMILA view →
2019-07-22 SC SMOLYANSKY LUDMILA view →
2018-03-13 SC SMOLYANSKY LUDMILA view →

Other Filings by Danone S.A.

FiledFormIssuerStakeShares
2025-08-01 SCHEDULE Lifeway Foods, Inc. LWAY 22.70% 3,454,756 view →
2025-03-03 SCHEDULE Lifeway Foods, Inc. LWAY 23.30% 3,454,756 view →

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