SCHEDULE 13D/A 0001683168-25-000788 0001227848 XXXXXXXX LIVE 22 Common Stock 03/13/2025 false 0000814586 531914109 Lifeway Foods, Inc.

6431 W Oakton Morton Grove IL 60053

Edward Smolyansky 847-967-1010 1219 N Wells Street Chicago IL 60610 0001227848 N Ludmila Smolyansky a OO N X1 983166.00 75000.00 983166.00 75000.00 1058166.00 N 7.0 IN Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by her based on 15,203,241 shares reported to be outstanding as of March 14, 2025 (the "Reported Outstanding Shares"), as contained in the issuer's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 14, 2025. The reporting person does 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. 0001227847 N Edward Smolyansky a OO N X1 2604975.00 575000.00 2604975.00 575000.00 3179975.00 N 20.94 IN Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by him based on the Reported Outstanding Shares. The reporting person does 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 The Edward Smolyansky Trust 2/2/16 a OO N X1 1233333.00 0.00 1233333.00 0.00 1233333.00 N 8.1 OO Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by it based on the Reported Outstanding Shares. The reporting person does 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 Lifeway Foods, Inc. 6431 W Oakton Morton Grove IL 60053 This Amendment No. 22 (this "Amendment") further amends and supplements the Schedule 13D filed by Ludmila Smolyansky, Edward Smolyansky and The Edward Smolyansky Trust 2/2/16 (the "Edward Smolyansky Trust" and, together with Ludmila Smolyansky and Edward Smolyansky, the "Filing Persons"). This Amendment is being filed by the Filing Persons for the purpose of providing the additional information set forth below. Item 4 is hereby amended and supplemented by the addition of the following: On March 13, 2025, Edward Smolyansky sent the letter attached hereto as Exhibit 99.1, which is incorporated herein by reference, to Lifeway Foods, Inc. (the "Company"), notifying the Company of his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders (the "Annual Meeting") in accordance with Company's Second Amended and Restated By-Laws, and serving as a notice in accordance with Rule 14a-19(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On March 17, 2025, Mr. Smolyansky also made available a letter to Company shareholders on his website, www.freeLifeway.com, which letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Mr. Smolyansky may also wish to exercise his right to inspect certain books and records of the Company pursuant to Section 7.75 of the Illinois Business Corporation Act in order to identify and communicate with other stockholders in connection with any solicitation of proxies in support of the nominees and to obtain additional information about the Company, and he may demand that the Company make such books and records available. In connection with Mr. Smolyansky's plans to prepare and distribute a proxy statement for the Annual Meeting, he intends to sell up to 20,000 shares of Common Stock following the filing of this Amendment in accordance with Rule 144 under the Securities Act of 1933, as amended. As of March 17, 2025, for purposes of Rule 13d-3 under the Exchange Act, (i) Ludmila Smolyansky may be deemed to be the beneficial owner of 1,058,166 shares of Common Stock, representing approximately 7.0% of the outstanding shares of Common Stock, (ii) Edward Smolyansky may be deemed to be the beneficial owner of 3,179,975 shares of Common Stock, representing approximately 20.9% of the outstanding shares of Common Stock, (iii) the Edward Smolyansky Trust may be deemed to be the beneficial owner of 1,233,333 shares of Common Stock, representing approximately 8.1% of the outstanding shares of Common Stock, and (iv) the Filing Persons together may be deemed to be the beneficial owners of an aggregate of 4,163,141 shares of Common Stock, representing approximately 27.4% of the outstanding shares of Common Stock. In accordance with Rule 13d-101 under the Exchange Act, the foregoing percentage calculations were based on 15,203,241 shares reported to be outstanding as of March 14, 2025 (the "Reported Outstanding Shares"), as contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 14, 2025. The Filing 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. Ludmila Smolyansky has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 983,166 shares of Common Stock, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 75,000 shares of Common Stock held by the Ludmila and Edward Smolyansky Family Foundation, of which Ludmila Smolyansky is a director. Edward Smolyansky has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 2,604,975 shares of Common Stock, which includes the 1,233,333 shares beneficially owned by the Edward Smolyansky Trust and 100,000 shares held by his son, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 500,000 shares of Common Stock held by Smolyansky Family Holdings LLC, over which Edward Smolyansky and Julie Smolyansky share voting power and dispositive power, and 75,000 shares of Common Stock held by the Ludmila and Edward Smolyansky Family Foundation, of which Edward Smolyansky is a director. Each of Ludmila Smolyansky and Edward Smolyansky disclaims beneficial ownership of the 75,000 shares held by the Ludmila and Edward Smolyansky Family Foundation. Edward Smolyansky disclaims beneficial ownership of shares held by Smolyansky Family Holdings LLC, except to the extent of any pecuniary interest therein, and disclaims beneficial ownership of the shares held by his son. The Edward Smolyansky Trust has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 1,233,333 shares of Common Stock. The Filing Persons together have sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 3,663,141 shares of Common Stock, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 500,000 shares of Common Stock. There have been no transactions in the shares of Common Stock by any of the Filing Persons during the past sixty days, other than the sale of 10,000 shares beneficially owned by Ludmila Smolyansky on February 11, 2025. Exhibit 99.1 - Letter, dated March 12, 2025, from Edward Smolyansky to Lifeway Foods, Inc. Exhibit 99.2 - Letter to shareholders of Lifeway Foods, Inc., dated March 17, 2025 Ludmila Smolyansky /s/ Ludmila Smolyansky 03/17/2025 Edward Smolyansky /s/ Edward Smolyansky 03/17/2025 The Edward Smolyansky Trust 2/2/16 /s/ Edward Smolyansky 03/17/2025