STOCK TITAN

Lifecore Biomedical (LFCR) director granted 25,907 RSUs for board service

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kiper Christopher S reported acquisition or exercise transactions in this Form 4 filing.

Lifecore Biomedical director Christopher S. Kiper reported an equity award linked to his board service. He received 25,907 restricted stock units (RSUs), each representing a contingent right to one share of Common Stock, at a stated price of $0.00 per unit. The RSUs vest on the earlier of June 4, 2027 or the first annual stockholder meeting held in 2027, if that meeting occurs at least 50 weeks after June 4, 2026. After this award, Kiper reports 103,482 shares/RSUs directly, while affiliated Legion funds report indirect holdings including 4,084,268 shares held by Legion Partners, L.P. I and 319,286 shares held by Legion Partners, L.P. II. Footnotes state that the economic interest in securities granted for Kiper’s board role belongs to Legion Partners Asset Management and its affiliates.

Positive

  • None.

Negative

  • None.
Insider Kiper Christopher S, Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Holdings, LLC, White Raymond T.
Role null | null | null | null | null | null | null
Type Security Shares Price Value
Grant/Award Common Stock 25,907 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 103,482 shares (Direct, null); Common Stock — 4,084,268 shares (Indirect, By: Legion Partners, L.P. I)
Footnotes (1)
  1. This Form 4 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Christopher S. Kiper and Raymond White (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that owns more than 10% of Lifecore Biomedical, Inc.'s (the "Issuer") outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The restricted stock units ("RSUs") convert into Common Stock of the Issuer on a 1 for 1 basis. Vests on earlier of June 4, 2027 or the date of the annual meeting of stockholders of the Issuer first held in calendar year 2027 (provided such date is no less than 50 weeks from June 4, 2026). These securities are RSUs granted to Mr. Kiper, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Kiper holds these RSUs for the benefit of Legion Partners Asset Management. Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions. As of the date hereof, 58,069 RSUs have vested. Mr. Kiper serves on the Board as a representative of Legion Partners Asset Management and its affiliates. Mr. Kiper does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position, except to the extent of his role as a Managing Director of Legion Partners Asset Management. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. Kiper by the Issuer in respect of Mr. Kiper's Board position. Mr. Kiper disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Kiper had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which Mr. Kiper has a controlling interest and investment control. The securities held by Mr. Kiper as described in footnotes (4) and (5) are securities in which Legion Partners Asset Management has all of the direct economic interest. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are Managing Directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Asset Management. Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners I. Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners II. Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.
RSU grant size 25,907 RSUs Equity award to Christopher S. Kiper for board service
Post-award direct holdings 103,482 shares/RSUs Total reported directly by Christopher S. Kiper after grant
Legion Partners L.P. I holdings 4,084,268 shares Common Stock owned directly by Legion Partners, L.P. I
Legion Partners L.P. II holdings 319,286 shares Common Stock owned directly by Legion Partners, L.P. II
Legion Partners Holdings position 200 shares Common Stock owned directly by Legion Partners Holdings, LLC
RSUs vested to date 58,069 RSUs Previously granted RSUs that have vested for Christopher S. Kiper
RSU vesting date June 4, 2027 Latest vesting date or earlier 2027 annual meeting, subject to timing condition
RSU conversion ratio 1 share per RSU RSUs convert into Common Stock on a 1-for-1 basis
restricted stock units ("RSUs") financial
"The restricted stock units ("RSUs") convert into Common Stock of the Issuer on a 1 for 1 basis."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Section 13(d) group regulatory
"Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that owns more than 10% of Lifecore Biomedical, Inc.'s outstanding shares"
beneficial ownership regulatory
"Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein"
Section 16 regulatory
"this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
investment advisor financial
"Legion Partners Asset Management is the investment advisor of Legion Partners I"
An investment advisor is a person or firm that provides personalized guidance on buying, selling and managing investments and often oversees client portfolios for a fee. For investors this matters because the advisor shapes risk, costs and long-term returns, and is typically required by law to act in the client’s best interests — think of them as a financial coach or GPS that helps navigate choices and avoid costly detours.
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kiper Christopher S

(Last)(First)(Middle)
12121 WILSHIRE BLVD, SUITE 1240

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
LIFECORE BIOMEDICAL, INC. \DE\ [ LFCR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock(1)06/04/2026A(4)(5)(6)25,907(2)(3)A(2)(3)103,482(4)(5)(6)D(4)(5)(6)
Common Stock(1)4,084,268IBy: Legion Partners, L.P. I(7)
Common Stock(1)319,286IBy: Legion Partners, L.P. II(8)
Common Stock(1)200IBy: Legion Partners Holdings, LLC(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Kiper Christopher S

(Last)(First)(Middle)
12121 WILSHIRE BLVD, SUITE 1240

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Legion Partners Asset Management, LLC

(Last)(First)(Middle)
12121 WILSHIRE BLVD., SUITE 1240

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Legion Partners, L.P. I

(Last)(First)(Middle)
12121 WILSHIRE BLVD.
SUITE 1240

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Legion Partners, L.P. II

(Last)(First)(Middle)
12121 WILSHIRE BLVD.
SUITE 1240

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Legion Partners, LLC

(Last)(First)(Middle)
12121 WILSHIRE BLVD., SUITE 1240

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Legion Partners Holdings, LLC

(Last)(First)(Middle)
12121 WILSHIRE BLVD., SUITE 1240

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
White Raymond T.

(Last)(First)(Middle)
12121 WILSHIRE BLVD.
SUITE 1240

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 4 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Christopher S. Kiper and Raymond White (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that owns more than 10% of Lifecore Biomedical, Inc.'s (the "Issuer") outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. The restricted stock units ("RSUs") convert into Common Stock of the Issuer on a 1 for 1 basis.
3. Vests on earlier of June 4, 2027 or the date of the annual meeting of stockholders of the Issuer first held in calendar year 2027 (provided such date is no less than 50 weeks from June 4, 2026).
4. These securities are RSUs granted to Mr. Kiper, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Kiper holds these RSUs for the benefit of Legion Partners Asset Management. Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions. As of the date hereof, 58,069 RSUs have vested.
5. Mr. Kiper serves on the Board as a representative of Legion Partners Asset Management and its affiliates. Mr. Kiper does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position, except to the extent of his role as a Managing Director of Legion Partners Asset Management. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. Kiper by the Issuer in respect of Mr. Kiper's Board position. Mr. Kiper disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Kiper had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which Mr. Kiper has a controlling interest and investment control.
6. The securities held by Mr. Kiper as described in footnotes (4) and (5) are securities in which Legion Partners Asset Management has all of the direct economic interest. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are Managing Directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Asset Management.
7. Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners I.
8. Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners II.
9. Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.
Remarks:
Christopher S. Kiper, a Managing Director of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Kiper) may be deemed a director by deputization by virtue of Mr. Kiper's representation on the Board of the Issuer.
/s/ Christopher S. Kiper06/08/2026
Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member06/08/2026
Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member06/08/2026
Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member06/08/2026
Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member06/08/2026
Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member06/08/2026
/s/ Raymond White06/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Lifecore Biomedical (LFCR) report for Christopher S. Kiper?

Lifecore Biomedical reported that director Christopher S. Kiper received 25,907 restricted stock units. Each RSU converts into one share of Common Stock, reflecting equity-based compensation for his board service rather than an open-market share purchase or sale.

How many Lifecore Biomedical shares does Christopher S. Kiper report holding after this Form 4?

Following the RSU award, Christopher S. Kiper reports 103,482 shares or RSUs as a direct position. Additional Lifecore Biomedical shares are held indirectly through Legion-affiliated investment entities, as detailed in the Form 4’s ownership and footnote disclosures.

What are the vesting terms for the 25,907 RSUs reported for Lifecore Biomedical (LFCR)?

The 25,907 RSUs vest on the earlier of June 4, 2027 or the date of Lifecore’s first annual stockholder meeting in calendar 2027, provided that meeting occurs at least 50 weeks after June 4, 2026, aligning vesting with the board service period.

Who has the economic interest in the RSUs granted to Christopher S. Kiper at Lifecore Biomedical?

Footnotes state that Legion Partners Asset Management is entitled to all economic interest in securities granted to Christopher S. Kiper for his board role. Kiper notes only an indirect economic interest through his management roles at Legion Partners Asset Management and affiliates.

How many Lifecore Biomedical shares are held by Legion Partners, L.P. I and L.P. II?

The filing reports 4,084,268 shares of Lifecore Biomedical Common Stock held directly by Legion Partners, L.P. I and 319,286 shares held directly by Legion Partners, L.P. II. Related Legion entities and managing directors may be deemed beneficial owners under the described relationships.

How many restricted stock units have already vested for Christopher S. Kiper at Lifecore Biomedical?

As of the reporting date, 58,069 RSUs previously granted to Christopher S. Kiper have vested. These units also convert into Common Stock on a one-for-one basis, reflecting equity compensation already earned for prior board service at Lifecore Biomedical.