Lifecore Biomedical sets Nov. 4 merger vote record date

When available, Lifecore Biomedical’s proxy statement and related documents will be accessible free through the SEC and its investor relations website.

Rhea-AI Filing Summary

Lifecore Biomedical, Inc. (LFCR) set November 4, 2026, as the record date for a special stockholder meeting to consider, among other matters, adoption of the Agreement and Plan of Merger entered into on September 27, 2026, with Lifecore Inc. and Hazel Merger Sub, Inc., and approval of the merger contemplated by the agreement. Stockholders of record at the close of business on the record date will be entitled to notice of and a vote at the meeting.

Lifecore Biomedical will file a preliminary proxy statement and intends to file a definitive proxy statement for the meeting.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Merger agreement date: September 27, 2026 Special meeting record date: November 4, 2026

2 metrics

Merger agreement date September 27, 2026 Date Lifecore Biomedical entered into the Agreement and Plan of Merger

Special meeting record date November 4, 2026 Stockholders of record at close of business will be entitled to notice and a vote

Key Terms

Agreement and Plan of Merger, record date, proxy statement

3 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

record date regulatory

"established November 4, 2026, as the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

proxy statement regulatory

"will file a preliminary proxy statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who can vote at LFCR’s special meeting, and what is the record date?

Stockholders of record at the close of business on November 4, 2026, will be entitled to notice of and a vote at the special meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/20/2026 - 04:31 PM EDT Accepted by SEC EDGAR 10/20/2026 - 04:30 PM EDT Learn about SEC filing dates

FALSE000100528600010052862026-10-162026-10-16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2026

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-27446

94-3025618

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS Employer Identification No.)

3515 Lyman Boulevard
Chaska,			Minnesota			55318
(Address of principal executive offices)						(Zip Code)

(952) 368-4300

(Registrant’s telephone number, including area code)

 Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

LFCR

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01     Other Events.

As previously disclosed, on September 27, 2026, Lifecore Biomedical, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lifecore Inc. and Hazel Merger Sub, Inc.

On October 16, 2026, the Board of Directors (the “Board”) of the Company established November 4, 2026, as the record date for a special meeting of stockholders of the Company (the “Special Meeting”) to approve, among other things, the adoption of the Merger Agreement and the approval of the merger contemplated thereby. Stockholders of record of the Company as of the close of business on the record date will be entitled to notice of, and to vote at, the Special Meeting.

Additional Information and Where to Find It

In accordance with the Merger Agreement, the Company will file a preliminary proxy statement with the Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. The Company also intends to file a definitive proxy statement with the SEC for the Special Meeting.

The Company urges investors and securityholders to read the proxy statement and other relevant documents filed or to be filed with the SEC carefully as they become available, as well as any amendments or supplements to these documents, because they will contain important information.

Investors and securityholders will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors and securityholders also will be able to obtain a free copy of the proxy statement and other documents (when available) filed by the Company with the SEC by accessing the investor relations section of the Company’s website at https://ir.lifecore.com or by calling (952) 368-4300. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement, this Current Report on Form 8-K or any other document that the Company files with or furnishes to the SEC.

Participants in the Solicitation

This Current Report on Form 8-K does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Merger.

Information regarding the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth (1) in the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, including under the headings “Proposal No. 1: Election of Directors,” “Corporate Governance and Board Matters – Executive Officers of the Company,” “Compensation Discussion and Analysis,” “Executive Compensation and Related Information,” “Stock Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions,” which was filed with the SEC on April 24, 2026, and (2) to the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 20, 2026

			LIFECORE BIOMEDICAL, INC.
By:			/s/ Ryan D. Lake
			Ryan D. Lake
			Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB