Form 4: Legion Partners and Director Kiper Report Increased Beneficial Ownership in Lifecore Biomedical

Christopher S. Kiper, a director and 10% owner of Lifecore Biomedical, Inc., along with affiliated entities, reported the acquisition of 19,506 restricted stock units and detailed their collective beneficial ownership of the company's common stock.

Summary

• Christopher S. Kiper, a director and 10% owner of Lifecore Biomedical, Inc. (LFCR), acquired 19,506 restricted stock units (RSUs) on July 15, 2025.
• These RSUs convert into common stock on a 1-for-1 basis.
• The RSUs vest on the earlier of the first anniversary of the grant date or the date of the annual meeting of stockholders first held in calendar year 2026, provided it's no less than 50 weeks from the grant date.
• As of the filing date, 58,069 RSUs have already vested.
• Mr. Kiper holds these RSUs for the benefit of Legion Partners Asset Management, disclaiming direct economic interest except through his role as a Managing Director of Legion Partners Asset Management.
• The reporting persons, including Legion Partners Asset Management, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond White, collectively form a Section 13(d) group that owns more than 10% of Lifecore Biomedical's outstanding common stock.
• Following the reported transaction, beneficial ownership includes 4,084,268 shares indirectly owned by Legion Partners, L.P. I, 319,286 shares indirectly owned by Legion Partners, L.P. II, and 200 shares indirectly owned by Legion Partners Holdings, LLC.

Sentiment

Score: 7

Explanation: The acquisition of restricted stock units by a director and significant shareholder group generally indicates a positive alignment of interests and confidence in the company's future, although it's a compensation-related transaction rather than a direct market purchase.

Positives

• Acquisition of restricted stock units by a director and significant shareholder group indicates continued alignment of interests with the company's long-term performance.
• The vesting schedule for the RSUs incentivizes long-term commitment from the director.

Risks

• The complex ownership structure involving multiple Legion Partners entities and individuals may require careful monitoring for potential conflicts of interest or changes in control.
• The disclaimer of direct economic interest by Mr. Kiper in the RSUs, while standard for such arrangements, means his personal financial incentive is indirect through his managing director role at Legion Partners Asset Management.

Future Outlook

The filing details future vesting schedules for restricted stock units, indicating a long-term incentive structure for the director, with vesting contingent on the earlier of the first anniversary of the grant date or the annual meeting in calendar year 2026.

Management Comments

• 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.
• 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.

Industry Context

This Form 4 filing is specific to an insider transaction at Lifecore Biomedical, Inc. and does not provide broader industry trends or competitive analysis. It reflects an internal equity compensation and ownership structure within the company's governance framework.

Corporate Governance

Related Party Transactions

• The acquisition of 19,506 restricted stock units by Christopher S. Kiper, a director and managing director of Legion Partners Asset Management, is a transaction between the company and a related party.
• Mr. Kiper holds these RSUs for the benefit of Legion Partners Asset Management, and Legion Partners Asset Management is entitled to receive all economic interest from these securities.
• The beneficial ownership of various Legion Partners entities and individuals (Christopher S. Kiper and Raymond White) is interconnected, forming a Section 13(d) group that collectively owns over 10% of the Issuer's common stock.

Stakeholder Impact

• Shareholders: Increased transparency regarding significant insider and institutional ownership. The RSU grant aligns director interests with long-term shareholder value.
• Management: The director's compensation structure is tied to the company's equity performance.

Next Steps

• Vesting of 19,506 restricted stock units on the earlier of July 15, 2026, or the date of the annual meeting of stockholders first held in calendar year 2026 (provided such date is no less than 50 weeks from grant date).

Key Dates

Recommendation

Keywords

SEC Form 4, Beneficial Ownership, Insider Trading, Restricted Stock Units, RSU, Lifecore Biomedical, LFCR, Christopher S. Kiper, Legion Partners, Director Ownership, 10% Owner, Equity Compensation, Corporate Governance