LIFECORE BIOMEDICAL INC DE

Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Based upon such evaluation, our principal executive officer and principal financial officer concluded that, due to material weaknesses in our internal control over financial reporting as described in the “Management’s Report on Internal Control over Financial Reporting,” our disclosure controls and procedures were not effective as of May 25, 2025.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13(a)-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and presentation of consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, these controls can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the internal controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of the Company’s internal control over financial reporting as of May 25, 2025, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of May 25, 2025, due to the material weaknesses described below.

As reported in our Annual Report on Form 10-K for the fiscal year ended May 26, 2024, we identified material weaknesses in our internal control over financial reporting that existed as of May 26, 2024 due to deficiencies that aggregated to material weaknesses relating to the following components of the COSO framework:

•Control Environment – maintaining a sufficient complement of personnel to timely support the Company’s internal control objectives and ensuring personnel conduct internal control related responsibilities;

•Risk Assessment – identification and assessment of risks and changes in the business model resulting from recent disposition activities that impacted the design of control activities, including the precision of management review controls, and the completeness of controls required to support the financial reporting framework;

•Information and Communication – design of controls to validate the completeness and accuracy of information used in the performance of control activities;

•Monitoring – as a result of the material weaknesses described above, the Company failed to design and implement certain monitoring activities that were responsive to timely identification and remediation of control deficiencies; and

•Control Activities – as a result of the material weaknesses in the COSO components identified above, the control activities were ineffective and represent a material weakness.

The material weaknesses identified above that existed at May 26, 2024 encompass, and are inclusive of, the previously identified material weaknesses that existed as of May 28, 2023 and May 29, 2022 relating to matters such as the accounting for and classification of certain non-standard transactions, inventory valuation, the capitalization of interest on assets under construction, recording of development revenue and related cost of sales, the presentation of certain operating costs and expenses of continuing operations and discontinued operations, and the write off of other receivables of the Company’s former Curation Foods businesses. In management’s view, remediation of the material weaknesses relating to components of the COSO framework would necessarily remediate the specifically identified material weaknesses existing in prior periods.

Management concluded that, as of May 25, 2025, there continued to be deficiencies in the internal control over financial reporting that aggregated to material weaknesses relating to the COSO components of, Information and Communication, Control Activities and Monitoring.

Notwithstanding such material weaknesses in internal control over financial reporting, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.

Our independent registered public accounting firm, BDO USA, P.C., has issued an attestation report on our internal control over financial reporting which appears in Part IV, Item 15 of this Annual Report on Form 10-K and is incorporated in this Item 9A by reference.

Management’s plan for remediation of material weaknesses in internal control over financial reporting

Management, with the oversight of the Audit Committee, is committed to remediating the identified control deficiencies. As described in our Annual Reports on Form 10-K for the fiscal years ended May 26, 2024 and May 25, 2025, management adopted and executed upon a plan to both address the identified material weaknesses and to enhance our overall control environment as described above.

During fiscal year 2025, our management made progress in executing the remediation plan, narrowing the scope of material weaknesses to only three remaining COSO components; Information and Communication, Control Activities, and Monitoring. We continue to strengthen the Monitoring component by establishing a system of ongoing evaluations, improving the communication of control deficiencies, and implementing corrective actions to strengthen the overall effectiveness of internal controls.

During fiscal year 2026, management expects to continue to implement the previously described remediation plan and make further progress toward remediating the control deficiencies in the Information and Communication, Control Activities, and Monitoring components of the COSO framework. Specific remediation activities will include the following:

•Undertake a comprehensive ERP system implementation, targeted for the first quarter of calendar year 2026, which is expected to improve the reliability and consistency of financial data and reporting, and support continued enhancements to the internal control over financial reporting environment.

•Test and monitor the design and operating effectiveness of internal controls over financial reporting following the ERP implementation.

•Establish and maintain ongoing evaluations to assess the effectiveness of internal controls over financial reporting, particularly following the ERP implementation.

As we continue to evaluate the design and operating effectiveness of new and enhanced controls and execute on our remediation plan, we may modify the remediation plan described above in order to make further progress toward remediation of the identified material weaknesses, to respond to changes in the internal control environment, and to preserve the effectiveness of existing internal controls.

Changes in internal control over financial reporting

Except for the remediation planning efforts described above, there have been no changes in our system of internal control over financial reporting during the three months ended May 25, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.