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

Rhea-AI Filing Summary

Danone S.A. and subsidiary Danone North America PBC filed Amendment No. 9 to their Schedule 13D on Lifeway Foods (LWAY) dated 1 Aug 2025. The group continues to own 3,454,756 common shares—22.7 % of the 15.2 million shares outstanding—held directly by the U.S. unit, giving it sole voting and dispositive power; the French parent is an indirect owner.

After Lifeway rejected two takeover proposals in 2024, the issuer reopened dialogue in late June 2025. On 1 Aug 2025 both parties executed a confidentiality agreement (NDA) to allow further due-diligence on a potential acquisition. The NDA places a stand-still that bars Danone from public bids, proxy solicitations or director nominations until 15 Sep 2025, extendable by seven days if good-faith talks continue. Danone may still vote its shares. If no definitive deal is reached by the stand-still expiry, Danone presently intends to back Edward Smolyansky’s consent solicitation to replace the entire Lifeway board.

The filing stresses that no transaction is guaranteed and Danone may change its intentions.

Positive

• Danone re-enters acquisition talks via NDA, creating the possibility of a premium buyout for LWAY holders.
• 22.7 % ownership stake underpins Danone’s bargaining power and deal credibility.

Negative

• Stand-still restrictions delay any overt action until at least 15 Sep 2025.
• No binding agreement—Danone cautions that an acquisition may never materialise.
• Potential board upheaval if Danone supports consent solicitation, signaling governance instability.

Insights

M&A Specialist

TL;DR: 22.7 % stake plus NDA revives takeover prospects; probability of premium event increases.

The combination of a sizable equity position and a freshly signed NDA suggests Danone is again actively evaluating a full acquisition of Lifeway. The stand-still limits public pressure but signals constructive negotiations. Given Danone’s history of prior offers and its control of almost a quarter of the float, the disclosure is impactful: it raises the likelihood of an eventual bid that could deliver a control premium. Investors should monitor the stand-still’s 15 Sep 2025 expiry as a key catalyst.

Corporate Governance Analyst

TL;DR: Stand-still pauses activism, but board replacement threat adds governance uncertainty.

The NDA temporarily neutralises Danone’s ability to influence governance, yet the company openly plans to support Edward Smolyansky’s bid to oust the board if talks fail. This dual posture introduces short-term stability but medium-term volatility. While not immediately value-destructive, the prospect of a board overhaul and contested control could unsettle shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

LIFEWAY FOODS, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

531914109

(CUSIP Number)

Samantha Loh
Danone S.A., 17 boulevard Haussmann
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)

08/01/2025

(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 15,203,241 shares of the Issuer's common stock, no par value, outstanding as of May 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission on May 13, 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 15,203,241 shares of the Issuer's common stock, no par value, outstanding as of May 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission on May 13, 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. 9 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, and Amendment No. 8 to Schedule 13D filed by Danone S.A. and Danone North America PBC on March 3, 2025 (the Initial Filing together with Amendments Nos. 1-8, 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. 9 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: 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.
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 regarding confidentiality, by and between Danone North America PBC and Lifeway Foods, Inc., dated as of August 1, 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:	08/01/2025

Danone North America PBC

Signature:	/s/ Stephane Gayet
Name/Title:	Stephane Gayet, Vice President of Finance and Chief Financial Officer
Date:	08/01/2025

FAQ

How many Lifeway Foods (LWAY) shares does Danone own?

Danone controls 3,454,756 shares, representing 22.7 % of Lifeway’s common stock.

What is the purpose of Danone’s new NDA with Lifeway?

The 1 Aug 2025 confidentiality agreement facilitates renewed negotiations for a potential acquisition while imposing a temporary stand-still.

When does the stand-still on Danone expire?

The restrictions last until 15 Sep 2025, with a possible seven-day extension if talks are active.

What happens if no deal is signed by the stand-still date?

Danone intends to vote its shares in favor of Edward Smolyansky’s consent solicitation to replace Lifeway’s board.

Does Danone have sole or shared voting power over LWAY shares?

Danone North America PBC holds sole voting and dispositive power over the stake; the parent is an indirect owner.