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

Rhea-AI Filing Summary

Danone entities report a 22.7% stake in Lifeway Foods (3,454,756 shares) and amend their Schedule 13D to update intentions. Danone North America entered a confidentiality agreement with Lifeway on August 1, 2025 to review a potential acquisition but on September 17, 2025 determined it would no longer pursue an acquisition and notified Lifeway. Danone is now reviewing alternatives for its investment, which may include selling or holding its shares, or voting for proposals in a pending consent solicitation to replace Lifeway's board; no final decisions have been made.

Positive

• Material ownership position: Danone North America beneficially owns 3,454,756 shares, representing 22.7% of Lifeway's common stock, giving it substantive influence.
• Transparent disclosure: Filing updates investors on acquisition review status and potential next steps, reducing uncertainty about Danone's intentions.

Negative

• Acquisition aborted: Danone determined on September 17, 2025 not to pursue an acquisition after due diligence, eliminating that potential outcome.
• Undecided governance stance: Danone has not made a final decision on whether to support the consent solicitation to replace the entire Lifeway board, leaving governance uncertainty.
• Potential disposition risk: Danone may sell all or part of its stake, which could increase share supply and affect market dynamics.

Insights

Financial Analyst

TL;DR: Danone holds a material 22.7% stake, halted an acquisition process, and is evaluating strategic options for its investment.

Danone North America controls 3,454,756 shares representing 22.7% of Lifeway's common stock based on 15,226,520 shares outstanding. The withdrawal from the potential acquisition on September 17, 2025 removes a near-term corporate control outcome and leaves Danone's position as a large minority holder. The filing indicates openness to multiple paths—maintain, sell, or influence board composition—each of which can materially affect liquidity, governance dynamics, and potential premium realization for other holders.

Corporate Governance Expert

TL;DR: Danone's undecided vote on a board replacement and sizable stake makes it a pivotal governance actor for Lifeway.

By publicly stating it is considering whether to support Edward Smolyansky's proposals to replace the entire board, Danone signals potential influence over control contests without committing. The disclosure of prior due diligence and the confidentiality agreement followed by a decision not to pursue an acquisition provide context for a strategic engagement rather than passive ownership. This positions Danone as a key shareholder whose voting choice could determine board composition and future strategic direction for Lifeway.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

09/17/2025

(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. 10 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, and Amendment No. 9 to the Schedule 13D filed by Danone S.A. and Danone North America PBC on August 1, 2025 (the Initial Filing together with Amendments Nos. 1-9, 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. 10 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 August 1, 2025, Danone North America PBC ("Danone", "we" or "our") entered into a confidentiality agreement with Lifeway in order to facilitate Danone's further review of a potential acquisition. In the course of our due diligence review of Lifeway, we were not able to confirm our previous proposal to acquire Lifeway. We determined on September 17, 2025 to no longer pursue an acquisition of Lifeway, and informed Lifeway of such on the same date. We are now in the process of reviewing alternatives for our investment in Lifeway. As part of this review of alternatives for our investment in Lifeway, we are also reviewing whether to vote the shares of Common Stock we own in favor of Edward Smolyansky's proposals set forth in his pending consent solicitation statement to replace the entire Lifeway Board of Directors, and we have not yet made a final decision in this regard. As part of our review, 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.

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:	09/18/2025

Danone North America PBC

Signature:	/s/ Stephane Gayet
Name/Title:	Stephane Gayet, Vice President of Finance and Chief Financial Officer
Date:	09/18/2025

FAQ

What stake does Danone hold in Lifeway Foods (LWAY)?

Danone North America beneficially owns 3,454,756 shares, equal to 22.7% of Lifeway's common stock based on 15,226,520 shares outstanding.

Did Danone complete an acquisition of Lifeway Foods?

No. Danone entered a confidentiality agreement on August 1, 2025 to review a potential acquisition but on September 17, 2025 decided not to pursue the acquisition.

Will Danone vote to replace Lifeway's board?

Danone is currently reviewing whether to vote its shares in favor of Edward Smolyansky's proposals to replace the entire board and has not made a final decision.

What actions might Danone take regarding its Lifeway investment?

The filing states Danone may sell all or part of its investment, continue to hold its shares, or change its intentions regarding voting and other matters.

On what basis was the 22.7% calculated?

The percentage is calculated using 15,226,520 shares outstanding as reported by Lifeway in its quarterly report for the period ended June 30, 2025.