Lifecore Biomedical Inc 2025年度报告

FORM 10-KT ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended _________, or ☒TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromMay 26, 2025toDecember31, 2025. Commission file number:000-27446 LIFECORE BIOMEDICAL, INC.(Exact name of registrant as specified in its charter) 94-3025618 (I.R.S. EmployerIdentification Number) 3515 Lyman BoulevardChaska, Minnesota Registrant’s telephone number, including area code(952) 368-4300 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, par value $0.001 per shareLFCRThe NASDAQGlobal Select Stock Market Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $222,965,066 as of June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sales priceon the NASDAQ Global Select Market reported for such date. As of March9, 2026, there were 37,477,386 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-KT incorporates certain information by reference from the registrant’s definitive proxystatement for the 2026 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant’s fiscal yearended December31, 2025. Table of Contents Explanatory note On August 1, 2025, the Board of Directors of Lifecore Biomedical, Inc. approved a change in the Company’s fiscal year that endson the last Sunday of May to a fiscal year that corresponds with the calendar year, ending on December 31, effective for the fiscalyear beginning May 26, 2025 and ending December 31, 2025. As a result of this change, the Company is filing this Annual Reporton Form 10-KT to report financial results for the transition period from May 26, 2025 through December 31, 2025. During thetransition period, the Company elected to file a quarterly report on Form 10-Q for the quarter ended September 30, 2025, andexpects to file quarterly reports based on the calendar year beginning with the quarter ending March 31, 2026. LIFECORE BIOMEDICAL, INC.ANNUAL REPORT ON FORM 10-KTTABLE OF CONTENTS Description Item No. Cautionary note about forward-looking statements Part I