LIFECORE BIOMEDICAL, INC. \DE\

12. Stock-based compensation

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

•The 2019 Stock Incentive Plan is aseven-year plan that became effective upon stockholder approval at the Company’s 2019 annual meeting held on October 16, 2019 and has been subsequently amended with stockholder approval, most recently at the Annual Meeting held on August 15, 2024. 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 $350. As of September 30, 2026, the Company had 1,501,145 common shares reserved for new awards under the 2019 Stock Incentive Plan. The plan expired on October 16, 2026 and was replaced by the 2026 Stock Incentive Plan, which was approved by stockholders at the 2026 annual meeting. The 2026 Stock Incentive Plan became effective by its terms on October 16, 2026. Under the Merger Agreement, the Company is generally prohibited from granting equity awards under the 2026 Stock Incentive Plan without the consent of Parent.

•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, 2026, the Company had 136,974 common shares reserved for new awards under the Equity Inducement Plan. Under the Merger Agreement, the Company is generally prohibited from granting equity awards under the Equity Inducement Plan without the consent of Parent.

Disclosures about stock-based awards

The following table presents information about stock options:

There wereno stock option exercises during either of the periods presented.

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

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

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

Stock-based compensation expense

The following table summarizes stock-based compensation by income statement line item:

The largest component of the stock-based compensation expense for the current period and going forward arises from RSU awards to the Company’s named executive officers under the Equity Inducement Plan and the Company’s directors. The RSU awards to named executive officers vest annually and are expensed ratably over their five-year lives (three-year in one case) since date of hire. The annual RSU awards granted to directors vest in fullone year from the grant date and are expensed ratably over the sameone-year vesting period.

The Company has also issued PSU awards to its named executive officers, for which most of the expense has already been recognized through December 31, 2025. These awards are 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 stock price 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, 2026, there was $9,380 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 1.9 years.