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LIFECORE BIOMEDICAL, INC. \DE\

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

LFCR$6.37+0.2%Stored close · as of Nov 9, 2026

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Stock-based compensation

  1. Stock-based compensation

The Company provides stock-based compensation to its employees undertwo plans:

The 2019 Stock Incentive Plan became effective on October 16, 2019. This plan provides for the grant of stock options, stock grants, stock units and stock appreciation rights to employees, consultants and directors. Under the plan, no recipient may receive awards during any fiscal year that exceed 500,000 stock options,250,000 stock grants or stock units, or 500,000 stock appreciation rights, nor may any non-employee director be granted awards in excess of $120. As of September 30, 2025, the Company had 2,097,452 common shares reserved for new awards under the 2019 Stock Incentive Plan.

The Equity Inducement Plan became effective on March 20, 2024. This plan provides for the grant of equity awards to individuals that were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company. As of September 30, 2025, the Company had 167,474 common shares reserved for new awards under the Equity Inducement Plan.

The following table presents information about the fair value of stock-based awards:

Stock options
Three months ended
September 30, 2025August 25, 2024
Weighted-average grant date fair value per share$5.36$3.38
Weighted-average assumptions used to determine grant-date fair value:
Expected life4.3 years4.4 years
Risk-free interest rate3.8%3.9%
Volatility88%82%
Dividend yield—%—%

The following table presents other information about stock-based awards:

Three months ended
September 30, 2025August 25, 2024
Weighted average grant-date fair value per share:
RSUs awarded$7.72$5.18
RSUs vested5.948.54
PSUs vested5.24—

The following table presents information about stock option balances and activity:

SharesWeighted-average exercise price per shareWeighted-average remaining contractual termAggregate intrinsic value
Outstanding at June 30, 20251,249,680$8.48
Granted59,5758.01
Forfeited(9,450)7.15
Expired(147,184)10.42
Outstanding at September 30, 20251,152,6218.225.0 years$465
Exercisable at September 30, 2025448,17810.462.8 years15

The intrinsic values presented in the table above were calculated as the excess, if any, of the market price or closing price of the Company’s Common Stock over the exercise price of the options multiplied by the number of options exercised, outstanding or exercisable, as applicable.

The following table presents information about recent RSU and PSU activity:

RSUsPSUs
SharesWeighted-average grant date fair value per shareSharesWeighted-average grant date fair value per share
Outstanding at June 30, 20251,523,137$6.212,545,000$4.35
Granted177,3867.72——
Vested(313,766)5.94(262,000)5.24
Forfeited(9,275)8.01——
Outstanding at September 30, 20251,377,4826.462,283,0004.25

Stock-based compensation expense

Substantially all of the stock-based compensation expense is in selling, general and administrative expense for the periods presented. Most of the stock-based compensation expense arises from recent awards to the Company’s executive officers and other newly hired employees under the Equity Inducement Plan. Those awards include (i) RSUs that primarily vest on each of the first five anniversaries of the grant date; and (ii) PSU awards divided intoten equal tranches that will vest, if at all, based upon closing stock price milestones over afive-year performance period, and to the extent a PSU award tranche vests based on performance,50% of the shares for each tranche will be issued immediately, and 50% of the shares will be issued on theone-year anniversary of the performance vesting date.

As of September 30, 2025, there was $12,214 of total unrecognized compensation expense related to unvested equity compensation awards granted under the Lifecore incentive stock plans. This total expense is expected to be recognized over a weighted-average period of 2.0 years.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.