LWAY · Lifeway Foods, Inc.

The underwriting agreement facilitates a secondary offering where Danone USA Public Benefit Corporation, the selling stockholder, offloads 3,454,756 shares of Lifeway Foods' common stock at a public price of $19.50 per share, generating proceeds solely for the seller as Lifeway receives none. Notably, Lifeway has committed to a concurrent share repurchase of approximately $5.0 million worth of these shares at the same price, effectively countering part of the selling pressure from the offering while providing the seller liquidity. This repurchase, valued at roughly 256,410 shares ($5.0M / $19.50), is conditioned on the offering's successful close but does not reciprocally condition the offering itself, minimizing execution risk for the transaction. BTIG, LLC serves as the sole underwriter, leveraging the company's existing shelf registration on Form S-3 (effective December 10, 2025) for efficiency. The expected May 19, 2026 closing underscores the rapid timeline, with standard conditions applying. This structure supports shareholder value through buyback without diluting existing ownership from primary issuance.