Lifecore (LFCR) Form 4: RSU Tax Withholding Reduces CFO Shares

Rhea-AI Filing Summary

Ryan Lake, Chief Financial Officer of Lifecore Biomedical, Inc. (LFCR), reported a transaction dated 09/03/2025 in which 22,932 shares of common stock were disposed of at $7.71 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs). After the withholding, Mr. Lake beneficially owns 336,691 shares directly. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Insights

Financial Analyst

TL;DR: Routine RSU tax-withholding; ownership remains substantial and the transaction is not a market sale.

The reported disposition of 22,932 shares at $7.71 reflects shares withheld by the issuer to satisfy tax obligations on RSU vesting rather than an open-market sale. Such withholding is a standard administrative action following equity compensation vesting and does not indicate a purposeful liquidity event by the insider. Post-transaction direct beneficial ownership of 336,691 shares retains meaningful insider alignment with shareholders. No derivative transactions or option exercises are disclosed in this filing.

Corporate Governance Expert

TL;DR: Administrative withholding after RSU vesting; disclosure is timely and conforms to Section 16 reporting.

The Form 4 documents a common administrative practice: the issuer withheld shares to cover tax withholding on vested RSUs. The filing identifies the reporting person, relationship (CFO), transaction date, number of shares withheld, and resulting beneficial ownership, meeting standard disclosure expectations. There are no indications of unusual insider selling or governance concerns based on the information provided.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lake Ryan David

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	22,932	$7.71	$177K

Holdings After Transaction: Common Stock — 336,691 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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
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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^*

Lake Ryan David

(Last) (First) (Middle)

C/O LIFECORE BIOMEDICAL, INC.

3515 LYMAN BLVD.

(Street)

CHASKA MN 55318

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIFECORE BIOMEDICAL, INC. \DE\ [ LFCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2025		F		22,932(1)	D	$7.71	336,691	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting and settlement of an RSU vesting.

Remarks:

	/s/ Aaron S. Perlitsh, Attorney-In-Fact for Ryan Lake	09/04/2025
	** Signature of Reporting Person	Date
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.
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