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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001825471 XXXXXXXX LIVE 10 Common Stock, no par value 09/17/2025 false 0000814586 531914109 LIFEWAY FOODS, INC. 6431 West Oakton Street Morton Grove IL 60053 Samantha Loh 33 1 44 35 20 20 Danone S.A. 59-61 rue La Fayette Paris I0 75009 Nancy Dowling (914) 872 8400 Danone North America PBC 1 Maple Avenue White Plains NY 10605 Joshua R. Cammaker (212) 403 1000 Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York NY 10019 0001825471 N Danone S.A. WC N I0 0 3454756 0 3454756 3454756 N 22.7 CO 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. Y Danone North America PBC WC N DE 3454756 0 3454756 0 3454756 N 22.7 CO 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. Common Stock, no par value LIFEWAY FOODS, INC. 6431 West Oakton Street Morton Grove IL 60053 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 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. 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 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. Danone S.A. /s/ Laurent Sacchi Laurent Sacchi, General Secretary 09/18/2025 Danone North America PBC /s/ Stephane Gayet Stephane Gayet, Vice President of Finance and Chief Financial Officer 09/18/2025