[SCHEDULE 13D/A] Lifeway Foods, Inc. SEC Filing

Rhea-AI Filing Summary

Danone holds 3,454,756 shares of Lifeway Foods, representing 22.7% of the outstanding common stock based on 15,226,520 shares. This filing is Amendment No. 11 to Danone's long‑standing Schedule 13D and reports a Letter Agreement dated September 30, 2025 between Danone North America PBC and Lifeway. The Letter Agreement is designed to give Danone additional optionality to sell its stake and, among other things, requires Lifeway to maintain a shelf registration to facilitate potential sales, contemplates appointment of three independent directors within 30 days and a fourth within 45 days acceptable to Danone, contemplates an independent board chair, contains voting commitments by Danone subject to exceptions, seeks a joint effort to stay pending litigation, and includes mutual non‑disparagement and Stockholders' Agreement compliance provisions.

Positive

• Creates sale optionality by requiring Lifeway to maintain a shelf registration to facilitate Danone's potential disposal of shares
• Board independence strengthened through commitment to add three independent directors within 30 days and a fourth within 45 days acceptable to Danone
• Independent chair contemplated, which may improve oversight and governance structure
• Potential de‑escalation of litigation via a joint effort to seek a stay of pending litigation

Negative

• Pending litigation remains between the parties, indicating unresolved disputes that could affect operations or shareholder value
• Voting commitments by Danone at 2025 and 2026 annual meetings may limit activist or alternative governance actions subject to specified exceptions
• Agreement conditionality and termination (e.g., breaches or certain public statements) could create uncertainty about the durability of the arrangements

Insights

Financial Analyst

TL;DR: Danone holds a meaningful 22.7% stake and the Letter Agreement creates a clear path to monetize that position while steering board changes.

The Letter Agreement materially increases Danone's ability to sell by requiring a shelf registration and specifying board composition changes that could affect corporate strategy and governance. The appointment of multiple independent directors and an independent chair may shift control dynamics and investor perception. The filing discloses Danone's continued review of strategic options, including sale of shares, and confirms Danone is no longer pursuing acquisition. The share count and percent ownership are explicitly stated and form the basis for assessing potential market impact if Danone elects to sell.

Corporate Governance Expert

TL;DR: The agreement enshrines board reconstitution and voting arrangements that could meaningfully change Lifeway's governance and dispute resolution path.

The Letter Agreement's requirements for independent directors and an independent chair are governance‑level changes that can alter board decision making and oversight. Mutual non‑disparagement and a joint effort to stay litigation reduce public conflict risk but may constrain proxy contests or public advocacy. Danone's voting commitments (subject to exceptions) and the continued enforceability of the Stockholders' Agreement are central to control dynamics; termination provisions tied to breaches create conditionality. These are material governance developments for shareholders to monitor.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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 North America PBC, 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)

09/30/2025

(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).

SCHEDULE 13D

CUSIP No. 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)

WC

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 3,454,756.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,454,756.00

11

Aggregate amount beneficially owned by each reporting person

3,454,756.00

12

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

13

Percent of class represented by amount in Row (11)

22.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentages calculated on the basis of 15,226,520 shares of the Issuer's common stock, no par value, outstanding as of August 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the Securities and Exchange Commission on August 12, 2025, and rounded off to the nearest tenth in accordance with instruction 13 of the cover page for Schedule 13D. The reporting persons do not hereby concede that all such reported outstanding shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC.

SCHEDULE 13D

CUSIP No. 531914109

1

Name of reporting person

Danone North America PBC

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)

WC

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 3,454,756.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,454,756.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,454,756.00

12

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

13

Percent of class represented by amount in Row (11)

22.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentages calculated on the basis of 15,226,520 shares of the Issuer's common stock, no par value, outstanding as of August 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the Securities and Exchange Commission on August 12, 2025, and rounded off to the nearest tenth in accordance with instruction 13 of the cover page for Schedule 13D. The reporting persons do not hereby concede that all such reported outstanding shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC.

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. 11 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, and Amendment No. 10 to the Schedule 13D filed by Danone S.A. and Danone North America PBC on September 18, 2025 (the Initial Filing together with Amendments Nos. 1-10, 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. 11 is being filed to amend the Original Schedule 13D as follows:
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.
Item 5.	Interest in Securities of the Issuer
(a)	Danone North America PBC has sole voting and sole dispositive power with regard to 3,454,756 shares of Common Stock. Danone North America PBC is a wholly owned subsidiary of Danone S.A. Danone S.A., by virtue of its relationship to Danone North America PBC, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Danone North America PBC directly beneficially owns. Danone S.A. disclaims beneficial ownership of such shares of Common Stock for all other purposes.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented to add the following: The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Letter Agreement, by and between Danone North America PBC and Lifeway Foods, Inc., dated as of September 30, 2025

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:	09/30/2025

Danone North America PBC

Signature:	/s/ Stephane Gayet
Name/Title:	Stephane Gayet, Vice President of Finance and Chief Financial Officer
Date:	09/30/2025

FAQ

How many Lifeway (LWAY) shares does Danone report owning?

Danone reports beneficial ownership of 3,454,756 shares, equal to 22.7% of Lifeway's common stock based on 15,226,520 outstanding shares.

What does the Letter Agreement dated September 30, 2025 require from Lifeway?

The Letter Agreement requires Lifeway to file and keep effective a shelf registration, add independent directors acceptable to Danone, contemplate an independent board chair, seek a stay of pending litigation, comply with the Stockholders' Agreement, and observe mutual non‑disparagement obligations.

Will Danone still seek to acquire Lifeway?

The filing states Danone is no longer interested in pursuing an acquisition of Lifeway.

Does Danone agree to vote with Lifeway's board?

Subject to certain exceptions, Danone North America PBC agrees to vote in favor of the Lifeway Board at the 2025 and 2026 annual meetings and not to consent in respect of a pending consent solicitation to replace the entire board.

Can the Letter Agreement be terminated?

Yes. Danone North America PBC's obligations under the Letter Agreement terminate upon specified breaches