lfcr-20260424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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LIFECORE BIOMEDICAL, INC.


(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)


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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF LIFECORE BIOMEDICAL, INC.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (including any postponement(s) or adjournment(s), the “Annual Meeting”) of Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), will be held virtually via live webcast on Thursday, June 4, 2026 at 10:30 a.m. (Central Time). The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/LFCR2026, where you will be able to listen to the meeting live and vote online for the proposals described below, in accordance with the voting instructions provided in the accompanying proxy statement for the Annual Meeting (the “proxy statement”).

This notice and the proxy statement are first being mailed on or about April 24, 2026 to the holders of the Company’s common stock, par value $0.001 per share (“Common Stock”) and the holders of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

ITEMS OF BUSINESS AND THE BOARD OF DIRECTORS’ VOTING RECOMMENDATIONS


1	To elect nine directors to serve for a term expiring at the next succeeding annual meeting of stockholders or until their successors are duly elected and qualified, with seven such directors to be elected by holders of the Common Stock and the Series A Preferred Stock, voting together as a single class, and two such directors to be elected solely by holders of the Series A Preferred Stock (the latter, the “Series A Preferred Directors”).	FOR each nominee
2	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.	FOR
3	To approve a non-binding advisory proposal approving the compensation of the Company’s named executive officers.	FOR
4	To approve the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan.	FOR

The foregoing items of business are more fully described in the proxy statement. In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by or at the direction of our Board.

Only stockholders of record of our Common Stock and our Series A Preferred Stock at the close of business on April 6, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. With respect to Proposal No. 1, stockholders owning our Common Stock are entitled to vote only for the non-Series A Preferred Directors, and stockholders owning our Series A Preferred Stock are entitled to vote for (1) the Series A Preferred Directors, voting as a single class, and (2) the non-Series A Preferred Directors, voting with the holders of Common Stock as if they were a single class. All stockholders are entitled to vote on the other three proposals as if they were a single class.

All stockholders are cordially invited to attend the Annual Meeting via live webcast. However, to assure your representation at the Annual Meeting, you are urged to mark, sign, date, and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose or vote your shares by telephone or via the Internet.

If you are a stockholder of record of both our Common Stock and our Series A Preferred Stock, you will receive TWO proxy cards, a proxy card for the Common Stock and a proxy card for the Series A Preferred Stock. If you are a holder of both our Series A Preferred Stock and our Common Stock and wish to vote your shares of Series A Preferred Stock and your shares of Common Stock, you will need to properly mark, sign, date, and return BOTH proxy cards or follow the voting instructions provided by your broker, bank, or other nominee, as applicable.

Important Notice Regarding the Availability of Proxy Materials. The proxy statement and the Company’s annual report to stockholders, which is the Transition Report on Form 10-KT for the transition period from May 26, 2025 to December 31, 2025, are available at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, you are urged to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote during the meeting, you must obtain a legal proxy from your broker, bank, or other nominee.


			BY ORDER OF THE BOARD OF DIRECTORS /s/ Thomas D. Salus Thomas D. Salus Chief Legal and Administration Officer, and Secretary

Chaska, MN

April 24, 2026


IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE OR VOTE YOUR SHARES BY TELEPHONE OR VIA THE INTERNET. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING AND SO DESIRE, YOU MAY REVOKE YOUR PROXY AND VOTE VIA THE VIRTUAL MEETING WEBSITE. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKER, BANK, OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES.

LIFECORE BIOMEDICAL, INC.

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents


			Page
QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING AND VOTING			1
CORPORATE GOVERNANCE AND BOARD MATTERS			9
PROPOSAL NO. 1 – ELECTION OF DIRECTORS			18
PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
AUDIT COMMITTEE REPORT			26
PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			27
PROPOSAL NO 4. – APPROVAL OF THE 2026 STOCK INCENTIVE PLAN			28
E QUITY COMPENSATION PLAN INFORMATION			38
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			39
COMPENSATION DISCUSSION AND ANALYSIS			42
COMPENSATION COMMITTEE REPORT			56
EXECUTIVE COMPENSATION AND RELATED INFORMATION			57
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			65
DELINQUENT SECTION 16(a) REPORTS			69
OTHER MATTERS			69
APPENDIX A : NON-GAAP FINAN CIAL RECONCILIATIONS			A-1
A PPENDIX B: LIFECORE BIOME DI CAL, INC. 2026 STOCK INCENTIVE PLAN			B-1

The Company is providing you with this proxy statement relating to its 2026 annual meeting of stockholders (the “proxy statement”). The Company will commence mailing of its proxy materials to stockholders on or about April 24, 2026. References to the “Company,” “Lifecore,” “we,” or “our” in this proxy statement refer to Lifecore Biomedical, Inc. and, as applicable, its consolidated subsidiaries. The Company’s website and the information contained or linked therein are not part of or incorporated by reference into this proxy statement, regardless of any reference to the website in the proxy statement.


Proposal	Votes required to pass	Recommendation of the Board	Effect of abstentions and broker non-votes
PROPOSAL NO. 1 — Election of directors	Each of (i) the two Series A Preferred Directors, to be voted on solely by holders of Series A Preferred Stock, and (ii) the seven other directors, to be voted on by all stockholders entitled to vote thereon, shall be determined by a majority of the votes cast affirmatively or negatively.	FOR each nominee: •Katrina L. Houde •Humberto C. Antunes •Paul H. Johnson •Paul Josephs •Matthew E. Korenberg •Nelson Obus •Joshua E. Schechter and •Jason Aryeh, as a Series A Preferred Director •Christopher S. Kiper, as a Series A Preferred Director	A nominee must receive more votes cast “FOR” than votes cast “AGAINST” such nominee’s election (with broker non-votes having no effect).
PROPOSAL NO. 2 — Ratification of our independent registered public accounting firm	This proposal must be approved by an affirmative vote of the holders of shares representing a majority of the voting power cast with respect to this proposal.	FOR	A vote of “ABSTAIN” will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect.
PROPOSAL NO. 3 — Advisory approval of the compensation of our named executive officers	This advisory proposal will be approved if an affirmative vote of the holders of shares representing a majority of the voting power cast with respect to this proposal.	FOR	A vote of “ABSTAIN” will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect.
PROPOSAL NO. 4 — Approval of the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan	This proposal must be approved by an affirmative vote of the holders of shares representing a majority of the voting power cast with respect to this proposal.	FOR	A vote of “ABSTAIN” will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect.


Audit Committee
Matthew E. Korenberg (Chairperson) Jason Aryeh Katrina L. Houde Joshua E. Schechter			In the determination of the Board, each of Mr. Korenberg, Mr. Aryeh, Ms. Houde and Mr. Schechter meets the independence requirements of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Global Select Stock Market (“Nasdaq”) applicable to members of the Audit Committee, including the heightened independence requirements for audit committee membership pursuant to SEC requirements, and each meets the financial literacy requirements of the SEC and Nasdaq applicable to members of the Audit Committee. The Board has also determined that each of Mr. Korenberg, Mr. Aryeh, Ms. Houde and Mr. Schechter is an “audit committee financial expert” within the meaning of applicable SEC rules. The Audit Committee assists the Board in its oversight of Company affairs relating to the quality and integrity of the Company’s financial statements, the qualifications and independence of the Company’s independent registered public accounting firm, the performance of the Company’s internal audit function and independent registered public accounting firm, and the Company’s compliance with legal and regulatory requirements. The Audit Committee is responsible for appointing, compensating, retaining, and overseeing the Company’s independent registered public accounting firm, approving the services performed by the independent registered public accounting firm and reviewing and evaluating the Company’s accounting principles and its system of internal accounting controls. The Audit Committee is also responsible for administering our Related Party Transaction Policy, and reviewing and approving all such related party transactions. The Audit Committee held seven meetings during the 2025 transition period.


Compensation Committee
Paul H. Johnson (Chairperson) Humberto C. Antunes Christopher S. Kiper Nelson Obus			In the determination of the Board, each of Mr. Johnson, Mr. Antunes, Mr. Kiper and Mr. Obus meets the independence requirements of the SEC and Nasdaq applicable to members of the Compensation Committee. The function of the Compensation Committee is to review and set the compensation of the Company’s CEO and certain of the Company’s most highly compensated officers, including salary, bonuses and other cash incentive awards, and other forms of compensation, and to administer the Company’s stock plans and approve stock equity awards. The Compensation Committee administers our stockholder-approved 2019 Stock and Incentive Plan (the “2019 Plan”) and the Equity Inducement Plan, which mirrors the 2019 Plan but only permit awards to newly hired personnel as a material inducement to join the Company pursuant to an exception from the Nasdaq stockholder approval requirements. The Compensation Committee held four meetings during the 2025 transition period.
Nominating and Corporate Governance Committee
Joshua E. Schechter (Chairperson) Humberto C. Antunes Jason Aryeh Nelson Obus			In the determination of the Board, each of Mr. Schechter, Mr. Antunes, Mr. Aryeh and Mr. Obus meets the current independence requirements of the SEC and Nasdaq applicable to members of the Nominating and Corporate Governance Committee. The functions of the Nominating and Corporate Governance Committee are to recommend qualified candidates for appointment and election as executive officers and directors of the Company, oversee the Company’s corporate governance policies, and lead the annual self-evaluation of the Board of Directors. The Nominating and Corporate Governance Committee held two meetings during the 2025 transition period.


Name	Fee Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Humberto C. Antunes (2)	$	50,417	$	150,001	$	200,418
Jason Aryeh (2)	$	37,917	$	150,001	$	187,918
Katrina L. Houde (2)	$	102,917	$	150,001	$	252,918
Paul H. Johnson (2)	$	53,333	$	150,001	$	203,334
Christopher S. Kiper (2)	$	35,000	$	150,001	$	185,001
Matthew E. Korenberg (2)	$	40,833	$	150,001	$	190,834
Nelson Obus (2)	$	37,917	$	150,001	$	187,918
Joshua E. Schechter (2)	$	53,333	$	150,001	$	203,334


Name	Age	Position	Director Since
Katrina L. Houde	67	Director, Chair of the Board	2019
Humberto C. Antunes	64	Director	2024
Jason Aryeh*	57	Director	2024
Paul H. Johnson	67	Director	2024
Paul Josephs	60	President, Chief Executive Officer and Director	2024
Christopher S. Kiper*	55	Director	2023
Matthew E. Korenberg	51	Director	2024
Nelson Obus	79	Director	2018
Joshua E. Schechter	53	Director	2020


Service	2025 Transition Period		Fiscal Year 2025
Audit fees	$	805,903	$	2,035,070
Audit-related fees	—		—
Tax fees	—		—
All other fees	206,000		—
Total	$	1,011,903	$	2,035,070


	2025T	2025	2024	Three Year Average
Stock Options Granted	287,416	456,025	8,400	250,614
RSUs Granted	221,173	524,411	1,059,006	601,530
Total Awards Granted(1)	508,589	980,436	1,067,406	852,144
Weighted Average Shares Outstanding - Basic	37,369,709	34,818,906	30,474,298	34,220,971
Gross Burn Rate(1)	1%	3%	4%	2%
Adjusted Burn Rate(2)	2%	4%	7%	4%


	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) (1)	Number of Securities Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
Equity compensation plans approved by security holders	1,532,447	(2)	$8.23	1,798,895
Equity compensation plans not approved by security holders	3,568,026	(3)	$6.80	167,474
Total	5,100,473		$8.57	1,966,369


	Shares Beneficially Owned
Name	Number of Shares of Common Stock (1)	Percent of Common Stock		Number of Shares of Series A Preferred Stock	Percent of Series A Preferred Stock		Combined Voting Power
5% Stockholder
Wynnefield Capital, Inc. (2)	5,454,843	14.31	%	4,132	8.39	%	14.31	%
Legion Partners Asset Management, LLC (3)	6,894,283	17.27	%	15,892	32.26	%	17.27	%
BlackRock, Inc (4)	1,899,903	5.07	%	—	—	%	5.07	%
22NW, LP (5)	3,182,970	7.88	%	19,069	38.71	%	7.88	%
Greenhaven Road Investment Management, LP (6)	3,616,146	9.65	%	—	—	%	9.65	%
325 Capital (7)	3,135,450	8.15	%	6,357	12.90	%	8.15	%
LW Capital Management (8)	1,899,992	5.07	%	—	—	%	5.07	%

Directors, Nominees, and Named Executives
Humberto C. Antunes	27,554	*		—	—		*
Jason Aryeh	24,554	*		—	—		*
Katrina L. Houde	89,906	*		—	—		*
Paul H. Johnson	24,554	*		—	—		*
Christopher S. Kiper (3)	6,894,283	17.27	%	15,892	32.26	%	17.27	%
Matthew E. Korenberg	24,554	*		—	—		*
Nelson Obus (2)	5,454,843	14.31	%	4,132	8.39	%	14.31	%
Joshua E. Schechter	89,667	*		—	—		*
Paul Josephs	333,328	*		—	—		*
Ryan D. Lake	126,691	*		—	—		*
Thomas D. Salus	157,806	*		—	—		*

All current directors and executive officers as a group (11 persons)	13,247,740	32.68	%	20,024	47.16	%	32.68	%


			Executive Summary			Section I
			Compensation Philosophy and Objectives			Section II
			Establishing Executive Compensation			Section III
			Compensation Competitive Analysis			Section IV
			Elements of Compensation			Section V
			Additional Compensation Practices and Policies			Section VI


Long-Term Focus			The majority of our executive compensation is tied to long-term performance.
Equity Ownership Guidelines			We have robust equity ownership guidelines of 5x salary for our CEO and 3x salary for other executive officers.
Equity Holding Requirements			We have share-holding requirements for executives wherein each executive must retain at least 50% of equity granted until minimum share ownership requirements are achieved.
Clawback Policy			We have adopted an enhanced recoupment, or “clawback” policy, to recover incentive compensation in the event of certain restatements of the financial results of the Company.
No Excessive Benefits			We offer limited perquisites and other benefits to our executive officers.
No Section 280G Gross-ups			None of our executive officers are entitled to an excise tax gross-up of the payments received in connection with a change in control.
Director Independence			The Compensation Committee is made up entirely of independent directors.
Independent Compensation Consultant			The Compensation Committee retains an independent compensation consultant to advise on our executive compensation programs and practices.


Aclaris Therapeutics			Inotiv
ANI Pharma			Natural Alternatives International
Anika Thera			OraSure Tech
Artivion			Personalis
Cerus			ProPhase Labs
NIagen (formerly ChromaDex)			ReGenXBio
Codexis			Standard Bio Tools
DLH Holdings			Surmodics
Harvard Bioscience			Sutro Biopharma
Infu System			Xtant Medical


	2025 Transition Period Total Revenue	2025 Transition Period Adjusted EBITDA	% Achievement of Target
Maximum	$97.50 million	$16.90 million	200%
Target	$75.00 million	$14.95 million	100%
Minimum	$60.00 million	$10.40 million	—%
Actual	$75.52 million	$13.10 million	50%


Corporate Goals and Objectives			% Achievement
Manufacturing capabilities			100%
Development pipeline expansion			100%
No specified regulatory observations			100%
On time training			100%


			Base Salary			Base salaries are set to be competitive with the marketplace. Base salaries are not automatically adjusted annually but instead are adjusted when the Compensation Committee judges that a change is warranted due to changes in an executive officer’s responsibilities, demonstrated performance or relevant market data. For the 2025 transition period, the base salaries for executive officers were set at levels appropriate to attract superior executive talent, but recognizing the significant potential compensation opportunities available through performance-based compensation.
			Short-Term Incentives			Annual cash incentive pay, which was delivered in the 2025 transition period through the Transition Period Bonus Plan, should be designed to reward achievement of financial and business results that align to our internal annual operating plan. For the 2025 transition period, the Compensation Committee selected a mix of Company financial goals (total revenue and Adjusted EBITDA), Company business goals and objectives, and individual performance goals for the executive officers. The Compensation Committee emphasized Company financial goals and weighted this component at 80% of the Transition Period Bonus Plan incentive pay opportunity.
			Long-Term Incentives			Long-term equity awards provide executive officers with an incentive to increase long-term stockholder value, while also providing a retention vehicle for our executives. Mr. Josephs joined the Company as our new CEO in May 2024 and Mr. Lake joined the Company as our new CFO in September 2024 and both were provided significant turnaround new hire equity grants, including RSU grants on the first day of employment with vesting over the first five anniversaries of the grant date and PSU awards that will vest and be settled based on achievement of ten escalating stock price goals within five years, between $7.50 and $35.00 for Mr. Josephs and between $5.00 and $30.00 for Mr. Lake. Given these equity awards, the Compensation Committee does not currently expect to grant Messrs. Josephs and Lake additional annual equity awards until five years after their hire date. Similarly, when Mr. Salus was hired in April 2025, his compensation package emphasized long-term incentives, including a PSU award with the same vesting parameters as Mr. Joseph’s PSU award. The Compensation Committee did not grant equity awards to the named executive officers in the 2025 transition period.


Position			Requirement
CEO			5x base salary
Other executive officers			3x base salary


Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($) (3)	Total ($)
Paul Josephs President and Chief Executive Officer	2025T	331,154	—	—	—	198,692	15,789	545,635
	2025	550,000	275,000	274,996	—	—	15,309	1,115,305
	2024	10,557	125,000	10,111,500	—	—	—	10,247,057
Ryan D. Lake Executive Vice President, Chief Financial Officer	2025T	277,662	—	—	—	99,958	29,069	406,689
	2025	332,615	141,000	3,805,873	—	—	22,951	4,302,439
Thomas D. Salus Chief Legal and Administrative Officer	2025T	265,385	—	—	—	99,519	18,895	383,799
	2025	44,231	—	3,199,120	854,511	—	692	4,098,554


Name	Company-Paid Life Insurance	401k Match	Company-Paid Long Term Disability Insurance	Executive Medical	Total
Mr. Josephs	2,056	—	4,046	9,687	15,789
Mr. Lake	467	6,046	3,387	19,169	29,069
Mr. Salus	1,340	10,615	4,203	2,737	18,895

SEC Form DEF 14A filed by Lifecore Biomedical Inc.