Lifevantage Corp

Our Board is recommending that our stockholders approve an amendment to the 2017 Plan to (i) increase the number of shares of our common stock that are available for issuance under the 2017 Plan by 400,000 shares and (ii) extend the term of the 2017 Plan. If the amendment is approved by stockholders, the maximum number of shares available for issuance under the 2017 Plan would increase from 5,105,000 to 5,505,000 (which includes 475,000 shares previously reserved for issuance under our 2010 Long-Term Incentive Plan (the “2010 Plan”) that have become available under the 2017 Plan) and the term of the 2017 Plan will be extended from December 5, 2026 to December 5, 2031. Our Board approved the amendment on September 12, 2025 (the “Amendment”), subject to stockholder approval.

As of September 15, 2025, the Record Date, there were awards with respect to 71,500 option shares and 811,576 shares of restricted stock and restricted stock units (“RSUs”) outstanding under the 2017 Plan, assuming at-target achievement of outstanding performance-based awards. As of September 15, 2025, the number of shares available for grant under the 2017 Plan was 1,152,619 shares, assuming that all performance-based restricted stock units vest at 200% of target (maximum performance achievement), or 1,460,207 shares assuming target (100%) achievement level. The fair market value of a share of our common stock (as determined by the closing price quoted on the Nasdaq Stock Market (“Nasdaq”) on the Record Date was $10.68.

Our Board and compensation committee considered a number of factors in determining the number of additional shares to reserve for issuance under the 2017 Plan, including stockholder feedback, the costs of an amended plan, the number of shares remaining under the current plan, our estimate of the number of shares needed for future awards, our overhang, our burn rate and potential dilution. The Board continuously strives to balance these considerations with our need to compete for talent using practices that are prevalent in the market, including providing appropriate levels of equity incentive compensation.

We are a science-based company that develops nutraceutical products to help people reach their health and wellness goals. Overall, we are focused on long-term growth strategies for our business, including the launch of our new patent-pending MindBody GLP-1 System™ designed to support weight management and wellness by activating GLP-1 naturally and balancing signals along the gut-brain axis. This new product is key to achieving our strategic goals to activate new independent consultants and customers globally. We have also been focused on the continued international rollout of our Evolve compensation plan for our independent consultants. As demonstrated in the successful launch of these strategic initiatives and products over the past several years and continuing our progress going forward, it is critical to utilize equity to attract and retain talent in a highly competitive market.

Our equity awards are intended to:

•Incentivize, retain and motivate participants;

•Align the interests of our directors and employees with those of our stockholders; and

•Attract high level talent to remain competitive in our industry and within the talent market.

The Company has created a culture of ownership in our leadership levels that aligns employees with stockholders by using equity as a key part of our compensation philosophy. We believe a leadership level with a stake in the future success of our business is highly motivated to achieve long-term growth aligned with our stockholders by using performance shares measured on achieving key financial metrics. We also use participation in our equity plan at the leadership level as a key recruiting and retention tool.

We believe the number of shares being requested for issuance under the 2017 Plan will extend our equity pool to last approximately three years. We anticipate making future requests for additional increases in the share reserve periodically (and ahead of potential share reserve depletion) so we can enable our stockholders to have an opportunity to routinely evaluate the 2017 Plan’s effectiveness. The duration of the share reserve is based on several assumptions, including current grant practices under the 2017 Plan remain consistent with our historical practices and usages, and is dependent on a number of other factors that are difficult to predict or are beyond our control, such as changes in business conditions, our compensation programs and our stock price, which could alter our projections and expectations. For example, our recent burn rate has been driven by stock price volatility, repurchases, and other factors.

Currently, the shares available for issuance and number of awards outstanding as a percentage of the Company’s common stock outstandingas of the September 15, 2025 is 18.5%. If this proposal is approved by our stockholders, the potential additional dilution to stockholders would increase by 3.2% to 21.6%. Our Board believes that the number of additional shares being requested represents a reasonable amount of potential equity dilution and will enable us to continue promoting long-term success and stockholder value creation through equity grants to our service providers.

The approximate impact of the requested share reserve for the 2017 Plan on stockholder dilution is shown in the below table (the below figures are a percentage of our outstanding shares as of September 15, 2025 and include outstanding awards under our 2017 Plan):

Of note, the previously awarded grants of performance-based restricted stock units are reserved in the equity count and dilution calculation at the potential achievement level of 200% of the target shares issued.

The complete text of the 2017 Plan, as proposed to be amended, is attached as Annex A to this proxy statement. Stockholders are urged to review it together with the following information, which is qualified in its entirety by reference to the complete text of the 2017 Plan. If there is any inconsistency between the description of the 2017 Plan included in this proxy statement and the terms of the 2017 Plan, the terms of the 2017 Plan shall govern.

Key features of the 2017 Plan include:

•Equity awards must be granted with a vesting period of at least one year;

•Prohibition on issuance of discounted options/stock appreciation rights;

•Prohibition on repricing and cash buyouts;

•Prohibition on dividend payments on unvested shares; and

•Shares used to pay the exercise price of an option or stock appreciation right granted under either the 2017 Plan or the 2010 Plan, or to satisfy tax withholding obligations for an option or stock appreciation right granted under the 2017 Plan or the 2010 Plan will not become available for future grant under the 2017 Plan.