Danone exits Lifeway Foods stake in final 13D

Lifeway Foods, Inc. received a Schedule 13D/A Amendment No. 12 from Danone S.A. and its subsidiary Danone USA Public Benefit Corporation.

Rhea-AI Filing Summary

Lifeway Foods, Inc. received a Schedule 13D/A Amendment No. 12 from Danone S.A. and its subsidiary Danone USA Public Benefit Corporation. On May 19, 2026, Danone USA PBC completed the sale of its Lifeway common stock holdings, so the reporting persons now beneficially own 0 shares, representing 0% of the common stock. This filing is described as the final amendment to their original Schedule 13D. Danone USA PBC retains voting power only for matters with a record date prior to May 19, 2026.

Key Figures

Amendment number: Amendment No. 12 Beneficial ownership shares: 0.00 shares Percent of class: 0% +1 more

4 metrics

Amendment number Amendment No. 12 Schedule 13D/A for Lifeway Foods common stock

Beneficial ownership shares 0.00 shares Aggregate amount beneficially owned by each reporting person

Percent of class 0% Percent of Lifeway common stock class represented by beneficial ownership

Event date May 19, 2026 Date when reporting persons no longer beneficially owned shares

Key Terms

beneficially own, Schedule 13D, Public Benefit Corporation, Percent of class

4 terms

beneficially own financial

"As of May 19, 2026, the reporting persons no longer beneficially own any shares of Common Stock."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 13D regulatory

"This is intended to serve as Amendment No. 12 to the Schedule 13D (File No. 005-50073) relating to the common stock."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Public Benefit Corporation financial

"Danone USA Public Benefit Corporation (formerly known as Danone North America PBC)."

A public benefit corporation is a legal type of company that pledges to pursue a specific public good—such as environmental protection, worker welfare or community development—alongside earning profits for shareholders. Like a restaurant that promises to source local ingredients while still trying to turn a profit, this structure lets managers weigh social goals against financial returns, which can influence strategy, risk profile and investor expectations about how decisions are made.

Percent of class financial

"Percent of class represented by amount in Row (11) 0 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Danone disclose in Lifeway Foods (LWAY) Schedule 13D/A Amendment No. 12?

Danone disclosed it no longer owns Lifeway shares. The amendment states that as of May 19, 2026, Danone S.A. and Danone USA Public Benefit Corporation beneficially own 0 shares of Lifeway common stock, representing 0% of the class.

When did Danone USA Public Benefit Corporation sell its Lifeway Foods (LWAY) holdings?

The sale of Lifeway holdings was completed on May 19, 2026. On that date, Danone USA Public Benefit Corporation finished selling its shares of Lifeway common stock, resulting in no remaining beneficial ownership for the Danone reporting entities.

What is Danone’s current beneficial ownership percentage in Lifeway Foods (LWAY)?

Danone now reports 0% beneficial ownership in Lifeway. The cover information and amended Item 5 state that the reporting persons beneficially own 0.00 shares of common stock, which corresponds to 0% of Lifeway’s outstanding common stock.

Why is this Lifeway Foods (LWAY) Schedule 13D/A labeled a final amendment?

It is final because Danone no longer owns Lifeway stock. The amendment explains that Danone S.A. and Danone USA Public Benefit Corporation have no beneficial ownership of Lifeway common stock and therefore will cease to be reporting persons on Schedule 13D.

Does Danone retain any voting power in Lifeway Foods (LWAY) after the sale?

Danone retains limited voting power tied to prior record dates. The filing notes Danone USA Public Benefit Corporation only keeps voting power for Lifeway common stock on matters where the record date falls before May 19, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 04:30 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

LIFEWAY FOODS, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

531914109

(CUSIP Number)

Samantha Loh
Danone S.A., 59-61 rue La Fayette
Paris, I0, 75009
33 1 44 35 20 20

Nancy Dowling
Danone USA Public Benefit Corporation, 1 Maple Avenue
White Plains, NY, 10605
(914) 872 8400

Joshua R. Cammaker
Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street
New York, NY, 10019
(212) 403 1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 531914109

1

Name of reporting person

Danone S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 531914109

1

Name of reporting person

Danone USA Public Benefit Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, no par value
(b)	Name of Issuer: LIFEWAY FOODS, INC.
(c)	Address of Issuer's Principal Executive Offices: 6431 West Oakton Street, Morton Grove, ILLINOIS , 60053.
Item 1 Comment: This Schedule 13D is intended to serve as Amendment No. 12 to the Schedule 13D (File No. 005-50073) relating to the common stock, no par value (the "Common Stock"), of Lifeway Foods, Inc., an Illinois corporation ("Lifeway" or the "Issuer"), filed by Groupe Danone and Danone Foods, Inc. on October 12, 1999 (the "Initial Filing"), as amended by Amendment No. 1 to Schedule 13D filed on October 29, 1999, Amendment No. 2 to Schedule 13D filed on November 10, 1999, Amendment No. 3 to Schedule 13D filed on January 5, 2000, Amendment No. 4 to Schedule 13D filed by Danone S.A. and Danone North America PBC on September 23, 2024, Amendment No. 5 to Schedule 13D filed by Danone S.A. and Danone North America PBC on November 15, 2024, Amendment No. 6 to Schedule 13D filed by Danone S.A. and Danone North America PBC on November 15, 2024, Amendment No. 7 to Schedule 13D filed by Danone S.A. and Danone North America PBC on December 30, 2024, Amendment No. 8 to Schedule 13D filed by Danone S.A. and Danone North America PBC on March 3, 2025, Amendment No. 9 to the Schedule 13D filed by Danone S.A. and Danone North America PBC on August 1, 2025, Amendment No. 10 to the Schedule 13D filed by Danone S.A. and Danone North America PBC on September 18, 2025, and Amendment No. 11 to the Schedule 13D filed by Danone S.A. and Danone North America PBC on September 30, 2025 (the Initial Filing together with Amendments Nos. 1-11, the "Original Schedule 13D"). Capitalized terms used but not defined herein have the respective meanings given to them in the Original Schedule 13D and, except as otherwise provided below, the Original Schedule 13D is incorporated herein by reference. This Amendment No. 12 is being filed to amend the Original Schedule 13D to indicate that Danone USA Public Benefit Corporation (formerly known as Danone North America PBC) and Danone S.A. no longer beneficially own any securities of the Issuer and therefore shall cease to be reporting persons.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended and restated as follows: As of May 19, 2026, the reporting persons no longer beneficially own any shares of Common Stock.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and restated as follows: On May 19, 2026, Danone S.A.'s wholly owned subsidiary, Danone USA Public Benefit Corporation, completed the sale of Danone USA Public Benefit Corporation's holdings in the Issuer. Danone S.A. previously disclaimed any indirect beneficial ownership of Common Stock of the Issuer and, as a result of this transaction, Danone USA Public Benefit Corporation no longer has beneficial ownership of any of the Common Stock of the Issuer. Danone USA Public Benefit Corporation and Danone S.A. are filing this Amendment as a final amendment to the Original Schedule 13D. Danone USA Public Benefit Corporation only retains voting power over the shares of Common Stock in respect of matters where there is a record date prior to May 19, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and restated as follows: As of May 19, 2026, the reporting persons no longer beneficially own any shares of Common Stock.
(b)	0
(c)	Item 4 of this Amendment is incorporated by reference herein.
(d)	Not applicable.
(e)	May 19, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Danone S.A.

Signature:	/s/ Laurent Sacchi
Name/Title:	Laurent Sacchi, General Secretary
Date:	05/20/2026

Danone USA Public Benefit Corporation

Signature:	/s/ Stephane Gayet
Name/Title:	Stephane Gayet, Vice President of Finance and Chief Financial Officer
Date:	05/20/2026