UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~____________________________________~~WASHINGTON, D.C. 20549

☒FORM ~~ANNUAL~~10-K ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☒ ~~the~~ANNUAL ~~Fiscal~~REPORT ~~Year~~PURSUANT ~~Ended~~TO ~~December 31,~~SECTION ~~2022~~ 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐For ~~TRANSITION~~the ~~REPORT~~Fiscal ~~PURSUANT~~Year TOEnded ~~SECTION~~December 31, 132023 ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☐ ~~the~~TRANSITION ~~Transition~~REPORT ~~Period~~PURSUANT ~~From to~~ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~____________________________________~~ For the Transition Period From to

Commission file number 001-08308

LUB Liquidating Trust

Delaware			74-1335253
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)

(Exact name of registrant as specified in its charter)

Two Liberty Square, 9th Floor

Delaware

74-1335253

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification Number)

~~Boston~~Two Liberty Square, ~~Massachusetts~~9th ~~02109~~Floor

~~(Address of principal executive offices~~Boston, ~~including~~Massachusetts ~~zip~~02109 ~~code)~~

(~~617~~Address of principal executive offices, including zip code) ~~570-4600~~

(~~Registrant’s~~617) ~~telephone~~570-4600 ~~number, including area code)~~

~~Securities registered pursuant to Section 12~~(b)Registrant’s oftelephone ~~the~~number, ~~Act:~~including ~~None~~area code)

Securities registered pursuant to Section 12(gb) of the Act: None

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection 12(g) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. Yes ☐ No ☒~~: None

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section 13~~Rule or405 ~~Section 15(d)~~ of the Securities Act. Yes ☐ No ☒

Indicate by check mark ~~whether~~if the registrant ~~(1) has~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities Exchange~~ Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.~~ * Yes ~~☒ No~~ ☐ No ☒

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all reports ~~every Interactive Data File~~ required to be ~~submitted~~filed ~~pursuant~~by toSection 13 ~~Rule~~or ~~405~~15(d) of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports) and ~~post~~(2) has been subject to such filing ~~files)~~requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant ishas asubmitted electronically ~~large~~every ~~accelerated~~Interactive ~~filer,~~Data anFile ~~accelerated~~required ~~filer,~~to abe ~~non-accelerated~~submitted ~~filer~~pursuant orto aRule ~~smaller~~405 ~~reporting~~of ~~company.~~Regulation ~~See~~S-T ~~the~~(§232.405 ~~definitions~~ of ~~“large~~this ~~accelerated~~chapter) ~~filer,”~~during ~~“accelerated~~the ~~filer,”~~preceding ~~“smaller~~12 ~~reporting~~months ~~company,”~~(or ~~and~~for ~~“emerging~~such ~~growth~~shorter ~~company”~~period inthat ~~Rule~~the registrant ~~12b-2~~was ofrequired ~~the~~to ~~Exchange~~submit ~~Act.~~and ~~(Check~~post ~~one~~such files):. Yes ☒ No ☐

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ☐an ~~Accelerated~~accelerated filer, ☐a ~~Non~~non-accelerated filer ☒or ~~Smaller~~a smaller reporting company. ☒See ~~Emerging~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” ☐in Rule 12b-2 of the Exchange Act. (Check one):

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant~~☐ isNon-accelerated afiler ~~shell~~☐ ~~company~~Smaller ~~(as~~reporting ~~defined~~company in☒ ~~Rule~~Emerging ~~12b-2~~growth ofcompany ~~the Exchange Act). Yes~~ ☐ ~~No ☒~~

~~Luby’s,~~If ~~Inc.~~an ~~(“Luby’s”)~~emerging ~~currently~~growth ~~has~~company, noindicate ~~shares~~by ofcheck ~~common~~mark ~~stock~~if ~~outstanding~~the ~~and~~registrant ~~all~~has ~~its~~elected ~~assets~~not ~~have been transferred~~ to ~~LUB~~use ~~Liquidating~~the ~~Trust~~extended ~~(the~~transition ~~“Trust”).~~period for ~~Units~~complying ofwith ~~beneficial~~any ~~interest~~new inor ~~the~~revised ~~Trust~~financial ~~have~~accounting ~~been~~standards ~~issued~~provided pursuant to ~~the~~Section 13(a) ~~shareholders~~ of ~~Luby’s~~the ~~effective~~Exchange ~~May 31, 2022, as explained in more detail in this report~~Act. ~~The~~☐ ~~Trust’s units are not listed on an exchange. Therefore, Luby’s and Trust has no public float.~~

IfIndicate ~~securities are registered pursuant to Section 12(b) of the Act, indicate~~ by check mark whether the ~~financial~~registrant ~~statements~~is ofa ~~the~~shell ~~registrant~~company ~~included~~(as defined in ~~the~~Rule ~~filing~~12b-2 ~~reflect~~of the ~~correction~~Exchange ~~of an error to previously issued financial statements~~Act). Yes ☐ No ☒

~~Indicate~~Luby’s, byInc. ~~check~~(“Luby’s”) ~~mark~~currently ~~whether~~has ~~any~~no shares of ~~those~~common ~~error~~stock ~~corrections~~outstanding ~~are~~and ~~restatements~~all ~~that~~its ~~required~~assets ahave ~~recovery~~been ~~analysis~~transferred ofto ~~incentive-based~~LUB ~~compensation~~Liquidating Trust ~~received~~(the by“Trust”). ~~any~~Units of beneficial interest in the ~~registrant~~Trust have been issued to the shareholders of Luby’s ~~executive~~effective ~~oﬃcers~~May 31, ~~during~~2022, ~~the~~as ~~relevant~~explained ~~recovery~~in ~~period~~more ~~pursuant~~detail toin ~~§240~~this report.~~10D-1(b)~~ The Trust’s units are not listed on an exchange. ☐Therefore, Luby’s and Trust has no public float.

~~The~~If ~~registrant~~securities ~~had~~are 31registered pursuant to Section 12(b) of the Act,~~298,052~~ ~~units~~indicate by check mark whether the financial statements of ~~beneficial~~the ~~interest~~registrant ~~outstanding~~included asin the filing reflect the correction of ~~March 28,~~an ~~2023~~error to previously issued financial statements. ☐

~~Documents~~Indicate ~~incorporated~~by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ~~reference:~~of ~~None~~the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

~~Auditor~~The ~~Name: N/A Auditor~~registrant ~~Location: N/A Auditor~~had ~~Firm~~31,298,052 ~~ID: 9999~~units of beneficial interest outstanding as of March 20, 2024.

1Documents incorporated by reference: None

~~LUB~~Auditor ~~Liquidating~~Name: ~~Trust~~N/A Auditor Location: N/A Auditor Firm ID: 9999

* LUB Liquidating Trust is the holder of all of the assets and liabilities of Luby’s, Inc. and files reports under the Securities and Exchange Commission file number for Luby’s Inc., which filed a Form ~~10-K~~15 on July 15, 2022, indicating its notice of termination of registration and suspension of filing requirements.

PeriodTable Beginningof June 1, 2022 and ended December 31, 2022 Contents

		Page
Part I
Item 1	Business	5
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	7
Item 2	Properties	8
Item 3	Legal Proceedings	8
Item 4	Mine Safety Disclosure	8
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6	Reserved	9
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	14
Item 8	Financial Statements and Supplementary Data	15
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
Item 9A	Controls and Procedures	25
Item 9B	Other Information	25
Part III
Item 10	Directors, Executive Officers and Corporate Governance	26
Item 11	Executive Compensation	27
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13	Certain Relationships and Related Transactions, and Director Independence	28
Item 14	Principal Accountant Fees and Services	29
Part IV
Item 15	Exhibits, Financial Statement Schedules	30
Item 16	Form 10-K Summary	30
Signatures		31

LUB Liquidating Trust

2Form 10-K

~~Additional~~Year ~~Information~~Ended December 31, 2023

~~Our~~Table annual reports on Form 10-K, current reports on Form 8-K and any amendments to those reports and other Securities and Exchange Commission (“SEC”) filings are electronically filed with, or furnished to, the SEC. All reports filed by the Trust with the SEC are available free of ~~charge~~Contents via EDGAR through the SEC website at http://www.sec.gov. Our website address is www.lubtrust.com. Please note that our website address is provided as an inactive textual reference only. The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report.


Part I
		Page
Item 1	Business		5

Item 1A	Risk Factors		6

Item 1B	Unresolved Staff Comments		8

Item 1C	Cybersecurity		8

Item 2	Properties		9

Item 3	Legal Proceedings		9

Item 4	Mine Safety Disclosure		9

Part II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		10

Item 6	Reserved		10

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 7A	Quantitative and Qualitative Disclosures about Market Risk		17

Item 8	Financial Statements and Supplementary Data		18

Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		29

Item 9A	Controls and Procedures		29

Item 9B	Other Information		29

Part III

Item 10	Directors, Executive Officers and Corporate Governance		30

Item 11	Executive Compensation		31

Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		32

Item 13	Certain Relationships and Related Transactions, and Director Independence		32

Item 14	Principal Accountant Fees and Services		33

Part IV

Item 15	Exhibits, Financial Statement Schedules		34

Item 16	Form 10-K Summary		34

Signatures			35

~~FORWARD-LOOKING~~2 ~~STATEMENTS~~

ThisTable Annual Report on "Form 10-K” contains statements that are “forward-looking statements” within the meaning of the federal securities laws. All statements contained in this Form 10-K, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions, including any statements regarding:Contents

~~•the~~LUB ~~timing~~Liquidating ~~and~~Trust ~~amount of any liquidating distribution made,~~

~~•future~~December ~~sales of assets and the amount of proceeds that we may receive as a result of any such sales~~31, ~~and~~2023

~~•the resolution of any outstanding creditor claims and liabilities.~~Additional Information

InOur ~~some~~annual ~~cases,~~reports ~~investors~~on ~~can~~Form ~~identify~~10-K, ~~these~~current ~~statements~~reports byon ~~forward~~Form 8-~~looking~~K ~~words~~and ~~such~~any asamendments ~~“anticipate,”~~to ~~“believe,”~~those ~~“could,”~~reports ~~“estimate,”~~and ~~“expect,”~~other ~~“intend,”~~Securities ~~“outlook,”~~and ~~“may,”~~Exchange ~~“should,”~~Commission (“~~will,~~SEC”) ~~and~~filings ~~“would”~~are orelectronically ~~similar~~filed ~~words.~~with, ~~Forward-looking~~or ~~statements~~furnished ~~are~~to, ~~based~~the onSEC. ~~certain~~All ~~assumptions~~reports ~~and~~filed ~~analyses made~~ by the ~~Trustees~~Trust inwith ~~light~~the ofSEC ~~their~~are available ~~experience~~free ~~and perception~~ of ~~historical~~charge ~~trends,~~via ~~current~~EDGAR ~~conditions,~~through ~~expected~~the ~~future~~SEC ~~developments~~website ~~and~~at ~~other~~http://www.sec.gov. ~~factors~~Our itwebsite ~~believes~~address ~~are~~is ~~relevant~~www.lubtrust.com. ~~Although~~Please ~~the~~note ~~Trustees believe~~ that ~~their~~our ~~assumptions~~website ~~are~~address ~~reasonable~~is ~~based~~provided onas ~~information~~an ~~currently~~inactive ~~available,~~textual ~~those~~reference ~~assumptions are subject to significant risks and uncertainties, many of which are outside of their control~~only. The ~~following~~information ~~factors,~~provided on asour ~~well~~website asis ~~the~~not ~~factors~~part ~~set forth in Item 1A~~ of this ~~Form~~report ~~10-K~~ and ~~any~~is ~~other~~therefore ~~cautionary~~not ~~language~~incorporated inby ~~this~~reference ~~Form~~unless ~~10-K,~~such ~~provide~~information ~~examples~~is ofspecifically ~~risks,~~referenced ~~uncertainties,~~elsewhere ~~and events that may cause our financial and operational results to differ materially from the expectations described~~ in ~~our~~this ~~forward-looking~~report. ~~statements:~~

~~•our~~3 ability to successfully sell our remaining assets at the established values, realize the proceeds from the sales thereof and to accurately estimate the expenses associated with such dispositions, the functioning of the Trust and the remaining claims and liabilities,

•ourTable abilityof to successfully resolve all our outstanding or unknown future creditor claims and liabilities,Contents

~~•inflation~~LUB ~~and~~Liquidating ~~its~~Trust ~~impact on general business and economic conditions,~~

~~•collectability~~December ~~of accounts receivable~~31, ~~including~~2023 ~~payment of principal and interest on promissory notes received as consideration for asset sales,~~

~~•costs~~FORWARD-LOOKING ~~relating~~STATEMENTS ~~to legal proceedings, and~~

~~•changes~~This inAnnual ~~governmental~~Report ~~regulations~~on ~~and~~“Form 10-K” contains statements that are “forward-looking statements” within the ~~cost~~meaning of ~~compliance~~the ~~and~~federal ~~increases~~securities laws. All statements contained in ~~administrative~~this ~~operating~~Form ~~expenses.~~10-K, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions, including any statements regarding:

~~Each~~• ~~forward-looking statement speaks only as of~~ the ~~date~~timing ~~of this report,~~ and weamount ~~undertake~~of ~~no obligation to publicly update or revise~~ any ~~forward-looking~~liquidating ~~statements,~~distribution ~~whether as a result of new information~~made, future events or otherwise. Unit holders should be aware that the occurrence of the events described above and elsewhere in this report could have a material adverse effect on our ability to liquidate our assets.

4• future sales of assets and the amount of proceeds that we may receive as a result of any such sales, and

~~PART~~• Ithe resolution of any outstanding creditor claims and liabilities.

~~Item 1~~In some cases, investors can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “outlook,” “may,” “should,” “will,” and “would” or similar words. ~~Business~~Forward-looking statements are based on certain assumptions and analyses made by the Trustees in light of their experience and perception of historical trends, current conditions, expected future developments and other factors it believes are relevant. Although the Trustees believe that their assumptions are reasonable based on information currently available, those assumptions are subject to significant risks and uncertainties, many of which are outside of their control. The following factors, as well as the factors set forth in Item 1A of this Form 10-K and any other cautionary language in this Form 10-K, provide examples of risks, uncertainties, and events that may cause our financial and operational results to differ materially from the expectations described in our forward-looking statements:

~~All~~• ~~references~~our toability ~~the "Trust" refer~~ to ~~LUB~~successfully ~~Liquidating~~sell ~~Trust~~our ~~and~~remaining ~~its~~assets ~~consolidated~~at ~~subsidiaries~~the ~~and~~established ~~all references to "Luby's" refer to Luby’s~~values, ~~Inc.,~~realize ~~and~~ the ~~consolidated~~proceeds ~~subsidiaries~~from ofthe ~~Luby’s,~~sales ~~Inc.~~thereof ~~References~~and to ~~“Luby’s~~accurately ~~Cafeteria”~~estimate ~~refer specifically to~~ the ~~Luby’s~~expenses ~~Cafeteria~~associated ~~brand~~with ~~restaurants.~~such ~~With~~dispositions, ~~respect to~~ the ~~period~~functioning ~~prior~~of ~~to May 31, 2022, references to~~ the ~~"Company,~~Trust ~~"we", "our", or "us" refer to Luby's~~ and ~~with respect to~~ the ~~periods~~remaining ~~after~~claims ~~May~~and 31liabilities, ~~2022, refer to the Trust.~~

~~Substantially~~• ~~all~~our ofability ~~Luby's~~to ~~business~~successfully ~~was~~resolve ~~conducted~~all ~~through~~our ~~its~~outstanding ~~wholly-owned~~or ~~subsidiary~~unknown ~~RFL,~~future ~~LLC~~creditor ~~(formerly~~claims ~~known as Luby's Fuddruckers Restaurants, LLC), a Texas Limited Liability Company ("RFL"). RFL is now a wholly-owned subsidiary of the Trust~~ and ~~substantially all of the Trust's business is conducted through RFL.~~liabilities,

~~Dissolution~~• inflation and ~~Termination~~its ofimpact ~~the~~on ~~Company~~general business and economic conditions,

On• ~~May 31,~~collectability 2022, Luby's, the Trustees identified below and Delaware Trust Company (the “Resident Trustee”) entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) in connection with the formation of ~~the~~accounts ~~Trust~~receivable, ~~for~~including ~~the~~payment ~~benefit~~ of ~~the~~principal ~~Luby's stockholders, to facilitate the dissolution~~ and ~~termination~~interest ~~of Luby's in accordance with the Plan of Liquidation and Dissolution of the Company (the "Plan of Liquidation" or the “Plan”) that was previously approved by Luby's stockholders~~ on ~~November~~promissory ~~17,~~notes ~~2020.~~received ~~The~~as ~~trustees~~consideration offor ~~the~~asset ~~Trust consist of John Garilli~~sales, ~~Gerald Bodzy and Joe C. McKinney (collectively, the “Trustees”), and the Resident Trustee.~~

At• ~~5:00~~costs ~~p.m.~~relating Eastern Daylight Time on May 31, 2022 ("the Effective Time"), Luby's transferred its remaining assets (including its member interest in Luby's Fuddruckers Restaurants, LLC, which has been renamed RFL, LLC) and liabilities to ~~the~~legal ~~Trust pursuant to the Plan of Liquidation. The last day of trading for Luby's common stock~~proceedings, ~~par value $0.32 per share, on the New York Stock Exchange was May 27, 2022.~~and

At• ~~the~~changes ~~Effective Time of the transfer, holders of Luby's common stock automatically received one unit~~ in ~~the~~governmental ~~Trust~~regulations ~~("Unit") for each share of Luby's common stock held by such holder. Units in the Trust are not~~ and ~~will not be listed on~~ the ~~New~~cost ~~York Stock Exchange, or any other exchange, and are generally not transferable except by will, intestate succession or operation~~ of ~~law.~~compliance ~~Pursuant to the Liquidating Trust Agreement, on~~ and ~~after~~increases ~~May~~in ~~31,~~administrative ~~2022,~~operating ~~all Luby's outstanding shares were automatically deemed to be cancelled~~expenses. ~~In anticipation of the transfer, the 500,000 shares of common stock Luby's held as Treasury Shares were cancelled.~~

~~The~~Each ~~Company~~forward-looking ~~filed~~statement aspeaks ~~Certificate~~only as of ~~Dissolution~~the ~~with~~date ~~the~~of ~~Delaware~~this ~~Secretary~~report, ofand ~~State~~we undertake no obligation to publicly update or revise any forward-looking statements, ~~effective~~whether ~~May~~as 31a result of new information, ~~2022~~future events or otherwise. Unitholders should be aware that the occurrence of the events described above and elsewhere in this report could have a material adverse effect on our ability to liquidate our assets.

~~The~~4 Trust will terminate upon the earlier of three years from the date of creation or the final distribution from the Trust of all Trust assets in compliance with the Delaware General Corporation Law, unless the Trustees determine that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of the Company or the Trust and to make any final distribution of any such proceeds.

TheTable Trust is headquartered in Boston, Massachusetts, with its corporate headquarters located at Two Liberty Square, 9th Floor, Boston, MA 02109, telephone number (617) 570-4600. The Trust website is www.lubtrust.com. The information on our website is not, and shall not be deemed to be, a part of this annual report on Form 10-K or incorporated into any of our other filings with the SEC. Contents

~~Real~~LUB ~~Estate~~Liquidating Trust

~~During the period beginning June 1, 2022 and ended~~ December 31, ~~2022,~~2023 the Company sold six real estate assets pursuant to its Plan of Liquidation. Subsequent to December 31, 2022, the Trust has sold three additional real estate assets pursuant to the Plan. See Item 2. Properties.

~~Other~~PART ~~Assets~~I ~~and Liabilities~~

~~The Company’s liabilities as of December 31, 2022 are disclosed in the consolidated statement of net assets in liquidation included in~~ Item 81. of this Annual Report. They consist of accounts payable, accrued expenses and other liabilities, operating lease liabilities, liability for estimated costs in excess of estimated receipts during liquidation, and other liabilities. Business

~~Under~~All references to the ~~Plan,~~“Trust” ~~the~~refer to LUB Liquidating Trust ~~intends~~and its consolidated subsidiaries and all references to ~~attempt~~“Luby’s” refer to ~~convert~~Luby’s, ~~all~~Inc., ~~its~~and ~~assets~~the ~~into~~consolidated ~~cash~~subsidiaries of Luby’s, ~~satisfy~~Inc. orReferences ~~resolve~~to “Luby’s ~~its~~Cafeteria” ~~remaining~~refer ~~liabilities~~specifically ~~and~~to ~~obligations~~the Luby’s Cafeteria brand restaurants. With respect to the period prior to May 31, ~~including~~2022, ~~contingent~~references ~~liabilities~~to ~~and~~the ~~claims~~“Company,” ~~and~~“we,” ~~costs~~“our,” ~~associated~~or “us” refer to Luby’s and with respect to the ~~liquidation~~periods ofafter May 31, 2022, refer to the Trust.

5Substantially all of Luby’s business was conducted through its wholly-owned subsidiary RFL, LLC (formerly known as Luby’s Fuddruckers Restaurants, LLC), a Texas Limited Liability Company (“RFL”). RFL is now a wholly-owned subsidiary of the Trust and substantially all of the Trust’s assets are held by RFL.

~~Employees~~Dissolution and Termination of the Company

AsOn ofMay 31, ~~March 28~~2022, ~~2023~~Luby’s, wethe ~~had~~Trustees noidentified ~~employees.~~below ~~Certain~~and ~~employees~~Delaware ofTrust ~~Winthrop~~Company ~~Capital~~(the ~~Advisors~~“Resident ~~LLC~~Trustee”) ~~and~~entered ~~their~~into ~~affiliates~~a Liquidating Trust Agreement (~~"WCA"~~the “Liquidating Trust Agreement”) ~~and~~in ~~certain~~connection ~~third~~with ~~party~~the ~~consultants~~formation ~~perform~~of ~~all~~the ~~our~~Trust, ~~general~~for ~~and~~the ~~administrative~~benefit ~~services~~of ~~for~~the usLuby’s stockholders, ~~including~~to ~~accounting,~~facilitate ~~asset~~the ~~management,~~dissolution ~~asset~~and ~~disposition~~termination of Luby’s in accordance with the Plan of Liquidation and ~~investor~~Dissolution ~~relations~~of ~~services.~~the ~~See~~Company ~~Item~~(the 13“Plan of Liquidation” or the “Plan”) that was previously approved by Luby’s stockholders on November 17, 2020. ~~Certain~~The ~~Relationships~~trustees of the Trust consist of John Garilli, Gerald Bodzy and ~~Related~~Joe ~~Party~~C. ~~Transactions~~McKinney ~~for~~(collectively, ~~further~~the ~~discussion~~“Trustees”), ~~regarding~~and ~~WCA~~the Resident Trustee.

WeAt ~~are~~5:00 ~~dependent~~p.m. Eastern Daylight Time on ~~WCA~~May 31, ~~and~~2022 (“the ~~third-party~~Effective ~~consultants~~Time”), ~~for~~Luby’s ~~services~~transferred ~~that~~its ~~are~~remaining ~~essential~~assets (including its member interest in Luby’s Fuddruckers Restaurants, LLC, which has been renamed RFL, LLC) and liabilities to usthe Trust pursuant to the Plan of Liquidation. The last day of trading for Luby’s common stock, ~~including~~par ~~asset~~value ~~dispositions~~$0.32 per share, ~~asset~~on ~~management~~the ~~and~~New ~~other~~York ~~general~~Stock ~~administrative~~Exchange ~~responsibilities~~was May 27, 2022.

~~Item~~At the Effective Time of the transfer, holders of Luby’s common stock automatically received one unit in the Trust (“Unit”) for each share of Luby’s common stock held by such holder. Units in the Trust are not and will not be listed on the New York Stock Exchange, or any other exchange, and are generally not transferable except by will, intestate succession or operation of law. Pursuant to the Liquidating Trust Agreement, on and after May 1A31, 2022, all Luby’s outstanding shares were automatically deemed to be cancelled. ~~Risk~~In ~~Factors~~anticipation of the transfer, the 500,000 shares of common stock Luby’s held as Treasury Shares were cancelled.

The ~~risks~~Company ~~and~~filed ~~uncertainties~~a ~~described~~Certificate ~~below~~of ~~should~~Dissolution ~~be carefully reviewed together~~ with all other information included in this annual report on Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also become important factors that may harm our financial condition and the ~~timing~~Delaware ~~and~~Secretary ~~amount~~ of ~~future liquidating distributions~~State, ifeffective ~~any. The occurrence of any of the following risks could harm our financial condition and the timing and amount of future liquidating distributions~~May 31, ~~if any~~2022.

WeThe ~~may~~Trust ~~not~~will beterminate ~~able~~upon tothe ~~pay~~earlier ~~liquidating~~of ~~distributions~~three toyears ~~our~~from ~~unitholders~~the atdate of creation or the ~~times~~final ~~and~~distribution from the Trust of all Trust assets in compliance with the ~~amounts~~Delaware ~~expected~~General Corporation Law, unless the Trustees determine that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of the Company or the Trust and to make any final distribution of any such proceeds.

WeThe ~~cannot~~Trust ~~predict~~is ~~the~~headquartered ~~timing~~in orBoston, ~~amount of any liquidating distributions~~Massachusetts, aswith ~~uncertainties~~its ~~exist~~corporate asheadquarters tolocated ~~the~~at ~~value~~Two Liberty weSquare, ~~may~~9th ~~receive~~Floor, ~~upon~~Boston, ~~the~~MA ~~sale of our assets~~02109, ~~the~~telephone ~~net~~number ~~value~~(617) of570-4600. ~~any~~The ~~remaining~~Trust ~~assets~~website ~~after~~is ~~such~~www.lubtrust.com. ~~sales~~The ~~are~~information ~~completed,~~on ~~the ultimate amount of~~ our ~~expenses~~website ~~associated~~is ~~with completing our monetization strategy~~not, ~~liabilities, the operating costs~~ and ~~amounts~~shall tonot be ~~set~~deemed ~~aside~~to ~~for claims~~be, ~~obligations~~a ~~and~~part ~~provisions~~of ~~during~~this ~~the~~annual report ~~liquidation~~on ~~and~~Form ~~winding~~10-upK ~~process,~~or ~~and~~incorporated ~~the~~into ~~related~~any ~~timing~~of toour ~~complete such transactions. These and~~ other ~~factors~~filings ~~make it impossible to predict~~ with ~~certainty~~ the ~~actual net cash amount that will ultimately be available for distribution to unitholders or the timing of any such distributions~~SEC.

AsReal aEstate Delaware grantor trust, distributions from the Trust are subject to the approval of the Delaware Court of Chancery, which could impact the timing and amount of liquidating distributions to our unitholders.

AsDuring athe ~~Delaware~~year ~~grantor~~ended ~~trust~~December 31, we2023, ~~are required to get approval from~~ the ~~Delaware~~Trust ~~Court~~sold ofsix ~~Chancery~~properties pursuant to ~~make~~the ~~liquidating~~Plan ~~distributions out~~ of ~~the Trust to our unitholders~~Liquidation. We ~~are~~Subsequent ~~subject~~ to ~~the~~December 31, ~~availability~~2023, of the Trust ~~Court,~~has ~~which~~sold ~~could~~one ~~result~~additional inproperty ~~significant~~pursuant ~~delays~~to in the ~~timing of liquidating distributions~~Plan. We ~~are~~During ~~also~~the ~~subject~~period tobeginning ~~the~~June 1, ~~Court’s~~2022 ~~interpretation~~ and ~~understanding~~ended ofDecember 31, ~~our financial statements~~2022, ~~which could result in lower liquidating distributions being approved until such time as all obligations of~~ the Trust ~~have~~sold ~~been~~six ~~settled~~properties ~~and~~pursuant ato ~~final~~the ~~liquidating~~Plan ~~distribution~~of ~~is permitted to be made~~Liquidation.

~~The~~See ~~amount~~Item of2. ~~cash available to distribute to unitholders depends on our ability to successfully dispose of all or substantially all our assets~~Properties.

~~Our~~5 efforts to monetize the Trust’s assets may not be successful, which would significantly reduce the proceeds of such disposition available for distribution to unitholders. There will be risks associated with any potential divestiture transaction, including whether we will attract potential acquirers for the Trust’s assets, and whether offers made by such potential acquirers, if any, will be at valuations that we deem reasonable. Moreover, we are not able to predict how long it will take to complete our monetization of the Trust’s assets. The timing and terms of any transaction in furtherance of our dissolution and termination will depend on a variety of factors, many of which are beyond our control. A delay in, or failure to complete, any such transaction could have a material effect on the amount of any potential distributions to unitholders.

InTable addition, our ability to successfully monetize the Trust’s assets could be materially negatively affected by economic conditions generally, including public health risks related to COVID-19. We are exploring and evaluating potential transactions, the success or timing of which may be impacted by the effects of the COVID-19 pandemic. In order to successfully monetize our assets, we must identify and complete one or more additional transactions with third parties. Our assets and the availability of potential buyers of our assets may be significantly impacted by public health issues or pandemics, including COVID-19. The uncertain severity and impact of COVID-19 could result in reduced demand to purchase our assets by third parties or reduced values such parties may ascribe to our assets.Contents

~~Even~~LUB ifLiquidating ~~we are able to identify potential transactions in furtherance of our monetization of the~~ Trust’s assets, such buyers may be operationally constrained or unable to locate financing on attractive terms or at all, which risk may be heightened due to the uncertainty of COVID-19 and its impact. If financing is unavailable to potential buyers of our assets, or if potential buyers are unwilling to engage in transactions due to the uncertainty in the market, our ability to complete such transactions would be significantly impaired, which could cause the amounts ultimately available for distribution to unitholders to be dependent on the operational success of the buyers of our assets.

~~Any~~December ~~negative impact on such third parties due to any of the foregoing events could cause costly delays and have a material adverse effect on our ability to make liquidating distributions to unitholders~~31, ~~including~~2023 ~~our ability to realize full value from a sale or other disposition of our assets. Any such negative impacts could also reduce the amount of liquidating distributions to unitholders.~~

6Liabilities

WeThe ~~will~~Company’s ~~continue~~liabilities toas ~~incur~~of ~~liabilities~~December 31, ~~and~~2023 are disclosed in the consolidated statement of net assets in liquidation included in Item 8. of this Annual Report. They consist of accounts payable, accrued expenses ~~that~~and ~~will~~other ~~reduce~~liabilities, ~~the~~operating ~~amount~~lease ~~available~~liabilities, liability for ~~liquidating~~estimated ~~distributions~~costs toin ~~unitholders~~excess of estimated receipts during liquidation, and other liabilities.

~~Liabilities~~Under ~~and~~the ~~expenses from operations~~Plan, ~~such~~the asTrust ~~insurance,~~intends ~~legal,~~to ~~accounting~~convert ~~and~~all ~~consulting~~its ~~fees~~assets ~~and~~into ~~other administrative expenses~~cash, ~~will~~satisfy ~~continue~~or toresolve beits ~~incurred~~remaining asliabilities weand ~~complete~~obligations, ~~the~~including ~~monetization~~contingent liabilities ofand ~~our~~claims ~~assets. To the extent that these expenses~~ and ~~liabilities~~costs ~~exceed~~associated ~~our~~with ~~current estimates they will reduce~~ the ~~amount~~liquidation of ~~assets~~the ~~available for future liquidating distributions to our unitholders~~Trust.

~~Failure~~Employees to collect accounts receivable or amounts receivable under promissory notes provided by buyers of our businesses and assets could adversely affect our financial performance and net assets in liquidation.

WeAs ~~have~~of ~~been~~March 20, ~~provided~~2024, ~~promissory~~we ~~notes~~had byno ~~buyers~~employees. Certain employees of ~~our~~Winthrop ~~businesses~~Capital Advisors LLC and ~~assets.~~their ~~Failure~~affiliates to(“WCA”) ~~recognize~~and ~~the~~certain ~~amounts~~third party ~~anticipated~~consultants toperform beall ~~collectible~~our ~~under~~general ~~these~~and ~~notes~~administrative ~~would~~services ~~adversely~~for ~~affect~~us, ~~our~~including ~~net~~accounting, ~~assets~~asset inmanagement, ~~liquidation~~asset disposition and ~~could~~investor ~~reduce~~relations ~~the~~services. ~~amount~~See ofItem ~~liquidating~~13. ~~distributions~~Certain toRelationships ~~unitholders~~and Related Party Transactions for further discussion regarding WCA.

We ~~face~~are ~~the~~dependent ~~risk~~on ofWCA ~~adverse~~and ~~litigation,~~third-party ~~which~~consultants ~~could~~for ~~have~~services athat ~~material~~are ~~adverse~~essential ~~effect~~to onus, ~~our~~including ~~financial~~asset dispositions, ~~performance~~asset management and other general administrative responsibilities.

WeItem are or may, from time to time, be the subject of complaints or litigation related to our real estate holdings, or the leases associated with such holdings, or challenging the Plan of Liquidation, which may name the Trust or the Trustees as defendants1A. If ~~such~~Risk a lawsuit is filed, we cannot assure you as to the outcome of any such lawsuits, including the amount of costs associated with defending any such claims or any other liabilities that may be incurred in connection with such claims. Claims may be expensive to defend and may divert time and money away from our efforts to monetize our assets and hurt our financial performance. A judgment significantly in excess of our insurance coverage, if any, for any claims could materially adversely affect our financial performance and net assets in liquidation and reduce the amount available for liquidating distributions to unitholders. Factors

~~Our~~The ~~property~~risks ~~taxes~~and ~~could~~uncertainties ~~increase~~described ~~due~~below should be carefully reviewed together with all other information included in this annual report on Form 10-K. Additional risks and uncertainties not currently known to ~~reassessment~~us or ~~property~~that ~~tax~~we ~~rate~~currently ~~changes~~deem immaterial may also become important factors that may harm our financial condition and the timing and amount of future liquidating distributions, if any. The occurrence of any of the following risks could harm our financial condition and the timing and amount of future liquidating distributions, if any.

We ~~are~~may ~~required~~not be able to pay ~~real~~liquidating ~~property~~distributions ~~taxes~~to ~~in respect of~~ our ~~properties~~unitholders ~~and~~at ~~such taxes may increase as our properties are reassessed by taxing authorities or as property tax rates change. An increase in~~ the ~~assessed~~times ~~value of our properties or our property tax rates could adversely impact our financial condition~~ and ~~reduce~~in the ~~amount~~amounts ~~of future liquidating distributions to our unitholders~~expected.

We cannot predict the timing or amount of any liquidating distributions, as uncertainties exist as to the value we may ~~incur~~receive upon the sale of our assets, the net value of any remaining assets after such sales are completed, the ultimate amount of our expenses associated with completing our monetization strategy, liabilities, the operating costs and amounts to ~~comply~~be ~~with~~set ~~federal~~aside for claims, ~~state~~obligations and provisions ~~local~~during ~~laws~~the liquidation and ~~regulations~~winding-up process, and the related timing to complete such transactions. These and other factors make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to unitholders or the timing of any such distributions.

~~The~~As ~~obligation~~a toDelaware ~~pay~~grantor ~~for the cost of complying with existing environmental laws~~trust, distributions ~~ordinances~~from ~~and~~the ~~regulations,~~Trust asare ~~well~~subject asto the ~~cost~~approval of ~~complying~~the ~~with~~Delaware ~~future~~Court ~~legislation~~of Chancery, ~~may~~which ~~increase~~could ~~our~~impact ~~operating~~the ~~costs.~~timing ~~Failure~~and toamount ~~timely~~of ~~comply~~liquidating ~~with~~distributions ~~these~~to ~~rules~~our ~~and regulations could result in penalties~~unitholders.

~~Insurance~~As ona Delaware grantor trust, we are required to get approval from the Delaware Court of Chancery to make liquidating distributions out of the Trust to our unitholders. ~~properties~~We ~~may~~are ~~not~~subject ~~adequately~~to ~~cover~~the ~~all~~availability ~~losses~~of the Court, which could ~~materially~~result in significant delays in the timing of liquidating distributions. We are also subject to the Court’s interpretation and ~~adversely~~understanding ~~affect~~of usour financial statements, which could result in lower liquidating distributions being approved until such time as all obligations of the Trust have been settled and a final liquidating distribution is permitted to be made.

WeThe ~~believe~~amount ~~that~~of ~~our~~cash ~~properties~~available ~~are adequately insured, consistent with industry standards,~~ to ~~cover~~distribute ~~reasonably anticipated losses. Nevertheless, we are subject~~ to ~~the~~unitholders ~~risk~~depends ~~that such insurance will not fully cover all losses and, depending~~ on ~~the severity of the event and the impact on~~ our ~~properties,~~ability ~~such insurance may not cover a significant portion of the losses. For example, we experienced a casualty loss at one of our remaining properties. These losses may lead~~ to ansuccessfully ~~increase~~dispose ~~in our cost~~ of ~~insurance.~~all Inor ~~addition,~~substantially weall ~~may not purchase insurance under certain circumstances if the cost of insurance exceeds, in~~ our ~~judgment, the value of the coverage relative to the risk of loss~~assets.

~~Adverse~~Our ~~economic~~efforts ~~conditions~~to monetize the Trust’s assets may not be successful, ~~concerns~~which ~~over~~would ~~persistent~~significantly ~~inflation~~reduce the proceeds of such disposition available for distribution to unitholders. There will be risks associated with any potential divestiture transaction, ~~rising~~including ~~interest~~whether ~~rates~~we will attract potential acquirers for the Trust’s assets, and ~~slowing~~whether ~~economic~~offers ~~growth~~made by such potential acquirers, ~~could~~if any, ~~have~~will ~~adverse~~be ~~effects~~at onvaluations ~~our~~that ~~ability~~we deem reasonable. Moreover, we are not able to ~~sell~~predict how long it will take to complete our ~~properties~~monetization orof the ~~value~~Trust’s assets. The timing and terms of ~~properties~~any transaction in furtherance of our dissolution and termination will depend on a variety of factors, many of which ~~could~~are ~~reduce~~beyond orour control. A delay ~~our~~in, ~~liquidating~~or failure to complete, any such transaction could have a material effect on the amount of any potential distributions to unitholders.

~~The~~6 success, timing and terms of transactions to sell our properties may be adversely impacted by persistent inflation, rising interest rates and slowing economic growth. Inflation and rising interest rates could result in reduced demand for our properties by third parties or reduced values such parties may ascribe to our assets. Even if we are able to identify potential buyers, such buyers may have difficulty accessing debt and equity capital on attractive terms, or at all, due to rising interest rates, disruptions in the global financial markets or deterioration in credit and financing conditions, which may affect their access to capital necessary to consummate the acquisition of our properties. If financing is unavailable to potential buyers of our properties, or if potential buyers are unwilling to engage in various transactions due to the uncertainty in the market, our ability to complete such dispositions within our expected timeframe or on the expected terms would be significantly impaired.

Item 1B.Table Unresolvedof Staff Comments Contents

~~None.~~ LUB Liquidating Trust

7December 31, 2023

~~Item 2~~In addition, our ability to successfully monetize the Trust’s assets could be materially negatively affected by economic conditions. ~~Properties~~In order to successfully monetize our assets, we must identify and complete one or more additional transactions with third parties. Our assets and the availability of potential buyers of our assets may be significantly impacted by public health issues or pandemics.

~~The~~Even ~~following~~if ~~table~~we ~~summarizes~~are able to identify potential transactions in furtherance of our ~~owned~~monetization ~~properties~~of the asTrust’s assets, such buyers may be operationally constrained or unable to locate financing on attractive terms or at all. If financing is unavailable to potential buyers of ~~March~~our 28assets, ~~2023:~~or if potential buyers are unwilling to engage in transactions due to the uncertainty in the market, our ability to complete such transactions would be significantly impaired, which could cause the amounts ultimately available for distribution to unitholders to be dependent on the operational success of the buyers of our assets.

						Number of Properties
Luby's cafeterias operated by Luby's Restaurant Corporation under a management agreement						2
Non-occupied locations						2
Land						2
Total						6

Any negative impact on such third parties due to any of the foregoing events could cause costly delays and have a material adverse effect on our ability to make liquidating distributions to unitholders, including our ability to realize full value from a sale or other disposition of our assets. Any such negative impacts could also reduce the amount of liquidating distributions to unitholders.

~~The~~We ~~following~~will ~~table~~continue ~~summarizes~~to ~~our~~incur ~~leased~~liabilities ~~properties~~and asexpenses ofthat ~~March~~will ~~28,~~reduce ~~2023~~the amount available for liquidating distributions to unitholders.

						Number of Properties
Occupied Restaurants:
Luby's cafeterias operated by Luby's Restaurant Corporation under a management agreement						8
Fuddruckers restaurant operated by Black Titan under a management agreement						1
Total Occupied Restaurants						9
Abandoned restaurant property leases						4
Total						13

Liabilities and expenses from operations, such as insurance, legal, accounting and consulting fees and other administrative expenses, will continue to be incurred as we complete the monetization of our assets. To the extent that these expenses and liabilities exceed our current estimates they will reduce the amount of assets available for future liquidating distributions to our unitholders.

AtFailure ~~March~~to ~~28,~~collect ~~2023,~~accounts wereceivable ~~have~~or ~~lease~~amounts ~~obligations~~receivable onunder ~~one~~promissory ~~restaurant~~notes ~~property~~provided ~~where~~by buyers ~~we have ceased operations. Although the Trust remains obligated under the terms~~ of ~~the~~our ~~lease~~businesses ~~for the rent~~ and ~~other~~assets ~~costs~~could ~~that~~adversely ~~may~~affect beour ~~associated~~financial ~~with~~performance ~~the lease, operations have ceased~~ and ~~there~~net ~~are~~assets ~~no plans to occupy the space as an operating restaurant~~ in ~~the future~~liquidation. ~~Additionally, we have unresolved obligations at three former leased locations which were abandoned prior to the expiration of the respective lease terms.~~

We ~~maintain~~have ~~general~~been ~~liability~~provided promissory ~~insurance~~notes by buyers of our businesses and ~~property~~assets. ~~damage~~Failure ~~insurance~~to onrecognize ~~all~~the ~~properties~~amounts anticipated to be collectible under these notes would adversely affect our net assets in ~~amounts~~liquidation ~~which~~and wecould ~~believe~~reduce ~~provides~~the ~~adequate~~amount ~~coverage~~of liquidating distributions to unitholders.

~~Item 3.~~We ~~Legal~~face ~~Proceedings~~the risk of adverse litigation, which could have a material adverse effect on our financial performance.

We are or may, from time to time, be the subject of complaints or litigation related to ~~various~~our ~~private~~real ~~lawsuits~~estate holdings, ~~administrative~~or ~~proceedings~~the ~~and~~leases ~~claims~~associated ~~that~~with ~~arose~~such inholdings, or challenging the ~~ordinary~~Plan ~~course~~ of ~~our~~Liquidation, ~~former~~which ~~business~~may name the Trust or the Trustees as defendants. AWe ~~number~~cannot assure you as to the outcome of ~~these~~any such lawsuits, ~~proceedings~~including ~~and~~the ~~claims~~amount ~~may~~of ~~exist~~costs atassociated with defending any ~~given~~such ~~time.~~claims ~~These~~or ~~matters~~any ~~typically~~other liabilities ~~involve~~that ~~claims~~may ~~from~~be ~~guests,~~incurred ~~employees~~in ~~and~~connection ~~others~~with ~~related~~such toclaims. ~~issues~~Claims ~~common~~may be expensive to ~~the~~defend ~~restaurant~~and ~~industry,~~may asdivert ~~well~~time asand ~~matters~~money ~~related~~away tofrom our ~~real~~efforts ~~estate~~to ~~holdings,~~monetize orour ~~the~~assets ~~leases~~and ~~associated~~hurt ~~with~~our ~~such~~financial ~~holdings~~performance. WeA ~~currently~~judgment ~~believe~~significantly ~~that~~in ~~the~~excess ~~final disposition~~ of our ~~these~~insurance ~~types~~coverage, ofif ~~lawsuits~~any, ~~proceedings,~~for ~~and~~any claims ~~will~~could ~~not~~materially ~~have~~adversely aaffect ~~material~~our ~~adverse~~financial ~~effect~~performance onand ~~our~~ net assets orin ~~our~~liquidation ~~ability~~and toreduce ~~monetize~~the ~~our~~amount ~~remaining~~available ~~assets~~for liquidating distributions to unitholders.

~~Item 4.~~Our ~~Mine~~property ~~Safety~~taxes ~~Disclosures~~ could increase due to reassessment or property tax rate changes.

~~Not~~We ~~applicable~~are required to pay real property taxes in respect of our properties and such taxes may increase as our properties are reassessed by taxing authorities or as property tax rates change. An increase in the assessed value of our properties or our property tax rates could adversely impact our financial condition and reduce the amount of future liquidating distributions to our unitholders.

PARTTable IIof Contents

~~Item 5.~~LUB ~~Market~~Liquidating ~~for~~Trust ~~Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

~~Market~~December ~~Information~~31, 2023

~~There~~We ismay noincur ~~public~~costs ~~market~~to ~~for~~comply ~~the units of beneficial interest in the Trust (the "Units"). On May 31, 2022, Luby's filed its certificate of dissolution~~ with ~~the Secretary of State of Delaware~~federal, ~~which~~state ~~became effective on that date,~~ and ~~transferred~~local ~~its~~laws ~~remaining assets~~ and ~~liabilities to the Trust~~regulations. Upon the transfer of the assets and liabilities to the Trust, Luby's stock records were closed, all the outstanding shares of Luby's common stock were cancelled, and each stockholder of Luby's automatically became the holder of one Unit for each share of common stock of Luby's then held of record by such stockholder. The Units are not and will not be listed on any exchange or quoted on any quotation system. The Units generally are not transferable or assignable, except by will, intestate succession, or operation of law.

~~Equity~~The ~~Compensation~~obligation ~~Plans~~to pay for the cost of complying with existing environmental laws, ordinances and regulations, as well as the cost of complying with future legislation, may increase our operating costs. Failure to timely comply with these rules and regulations could result in penalties.

~~There~~Insurance ~~are~~on our noproperties ~~securities~~may ~~authorized~~not ~~under~~adequately ~~any~~cover ~~equity~~all ~~compensation~~losses, ~~plan~~which ascould ofmaterially ~~December 31,~~and ~~2022.~~adversely ~~See~~affect ~~Market Information above~~us.

~~Item~~We 6believe that our properties are adequately insured, consistent with industry standards, to cover reasonably anticipated losses. ~~(Reserved)~~Nevertheless, we are subject to the risk that such insurance will not fully cover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses. These losses may lead to an increase in our cost of insurance. In addition, we may not purchase insurance under certain circumstances if the cost of insurance exceeds, in our judgment, the value of the coverage relative to the risk of loss.

9Adverse economic conditions, concerns over persistent inflation, rising interest rates and slowing economic growth, could have adverse effects on our ability to sell our properties or the value of properties, which could reduce or delay our liquidating distributions.

~~Item 7.~~The ~~Management’s~~success, ~~Discussion~~timing and ~~Analysis~~terms of ~~Financial~~transactions ~~Condition~~to sell our properties may be adversely impacted by persistent inflation, rising interest rates and ~~Results~~slowing economic growth. Inflation and rising interest rates could result in reduced demand for our properties by third parties or reduced values such parties may ascribe to our assets. Even if we are able to identify potential buyers, such buyers may have difficulty accessing debt and equity capital on attractive terms, or at all, due to rising interest rates, disruptions in the global financial markets or deterioration in credit and financing conditions, which may affect their access to capital necessary to consummate the acquisition of ~~Operations~~our properties. If financing is unavailable to potential buyers of our properties, or if potential buyers are unwilling to engage in various transactions due to the uncertainty in the market, our ability to complete such dispositions within our expected timeframe or on the expected terms would be significantly impaired.

Management’s discussion and analysis of the financial condition and results of operations should be read in conjunction with the consolidated financial statements and footnotes for the fiscal period beginning June 1, 2022 and ended December 31, 2022 included in Part II, Item 8 of1B. ~~this~~Unresolved ~~Annual~~Staff ~~Report on Form 10-K.~~Comments

~~Overview~~None.

~~Organization~~ITEM 1C. CYBERSECURITY

~~All~~We ~~references~~recognize to the ~~"Trust"~~importance ~~refer~~of toassessing, ~~LUB~~identifying, ~~Liquidating Trust~~ and ~~its~~managing ~~consolidated~~risk ~~subsidiaries~~associated ~~and~~with ~~all~~cybersecurity ~~references~~threats. toOur ~~"Luby's"~~external ~~refer~~advisor has toimplemented ~~Luby’s~~cybersecurity processes, ~~Inc.~~technologies, and ~~the~~controls ~~consolidated~~to ~~subsidiaries~~aid ofin ~~Luby’s,~~our ~~Inc.~~efforts ~~References~~ to ~~“Luby’s~~assess, ~~Cafeteria”~~identify, ~~refer~~and ~~specifically~~manage tosuch ~~the~~risks. ~~Luby’s~~Our ~~Cafeteria~~advisor ~~brand~~has ~~restaurants.~~developed ~~With~~and ~~respect~~implemented toa ~~the~~cybersecurity ~~period~~risk ~~prior~~management program intended to ~~May~~protect 31the confidentiality, ~~2022~~integrity, ~~references~~and toavailability ~~the~~of ~~"Company,~~our ~~"we",~~critical ~~"our",~~systems orand ~~"us"~~information. ~~refer~~As towe ~~Luby's~~are ~~and~~fully ~~with~~externally ~~respect~~managed, towe ~~the~~are ~~periods~~reliant ~~after~~on ~~May~~our ~~31,~~external ~~2022,~~advisor’s ~~refer~~network toand ~~the~~risk ~~Trust~~management program.

~~Substantially~~This ~~all~~cybersecurity ofrisk ~~Luby's~~management ~~business~~program ~~was~~is ~~conducted~~integrated ~~through~~into ~~its~~our ~~wholly-owned~~overall ~~subsidiary~~enterprise ~~RFL,~~risk ~~LLC~~management ~~(formerly~~program, ~~known~~and asshares ~~Luby's~~common ~~Fuddruckers Restaurants~~methodologies, reporting ~~LLC),~~channels aand ~~Texas~~governance ~~Limited~~processes ~~Liability~~that ~~Company~~apply ~~("RFL")).~~across ~~RFL is now a wholly-owned subsidiary of~~ the ~~Trust~~enterprise ~~and~~risk ~~substantially~~management ~~all~~program ofto ~~the~~other ~~Trust's~~legal, ~~business~~compliance, isstrategic, ~~conducted~~and ~~through~~financial ~~RFL~~risk areas.

OnAs ~~May~~we ~~31,~~are ~~2022,~~fully ~~Luby's~~externally managed, ~~the~~we ~~Trustees~~are ~~identified~~reliant ~~below~~on ~~and~~our ~~Delaware~~external ~~Trust~~manager’s ~~Company~~network ~~(the~~and ~~“Resident~~risk ~~Trustee”)~~management ~~entered~~program. ~~into~~Our aexternal ~~Liquidating~~advisor has ~~Trust~~elected ~~Agreement~~to ~~(the~~engage ~~“Liquidating~~third-party ~~Trust~~managed ~~Agreement”)~~service inproviders ~~connection~~to ~~with~~maintain ~~the~~its ~~formation~~network ofand ato ~~liquidating~~manage ~~trust, LUB Liquidating Trust (~~the ~~“Trust”)~~monitoring, ~~for~~detection, ~~the benefit of the Luby's stockholders~~mitigation, ~~to facilitate the dissolution~~ and ~~termination~~prevention of ~~the~~cybersecurity ~~Company~~threats. inThese ~~accordance~~service ~~with~~providers ~~the~~are ~~Plan~~responsible offor ~~Liquidation~~managing ~~and~~our ~~Dissolution~~advisor’s hosted ofservices, ~~the~~all ~~Company~~of (the ~~"Plan~~computer ofand ~~Liquidation"~~computer-related orhardware ~~the~~and ~~“Plan”)~~software ~~that~~they ~~was~~use, ~~previously~~and ~~approved~~for bymanaging the ~~Luby's~~backup ~~stockholders on November 17, 2020~~process. ~~The~~Our ~~trustees~~manager’s ofprimary ~~the~~managed ~~Trust~~service ~~consist~~provider ofsupplies ~~John~~management ~~Garilli,~~with ~~Gerald~~monthly ~~Bodzy~~updates and ~~Joe~~activity C.reports ~~McKinney~~related to ~~(collectively~~network alerts, ~~the~~connectivity ~~“Trustees”),~~issues and ~~the~~help ~~Resident~~desk ~~Trustee~~tickets.

AtWe ~~5:00~~are ~~p.m.~~subject ~~Eastern~~to ~~Daylight~~risks ~~Time~~from oncybersecurity ~~May~~threats ~~31,~~and ~~2022~~incidents. ~~("the~~As ~~Effective~~of December 31, ~~Time")~~2023, ~~Luby's~~we ~~transferred~~do ~~its~~not ~~remaining~~believe ~~assets~~such ~~(including~~risks ~~its~~have ~~member~~materially ~~interest~~affected inor ~~Luby's~~are ~~Fuddruckers~~reasonably ~~Restaurants,~~likely ~~LLC,~~to ~~which~~materially ~~has~~affect ~~been~~the ~~renamed RFL~~Company, ~~LLC)~~including ~~and liabilities to~~ the ~~Trust~~Company’s ~~pursuant~~business tostrategy, ~~the~~results ~~Plan~~ of ~~Liquidation.~~operations ~~The~~or ~~last~~financial ~~day~~condition. ~~of trading for Luby's common stock~~However, ~~par~~there ~~value~~can be ~~$0.32~~no ~~per~~assurance ~~share,~~that on the ~~New~~Company ~~York~~will ~~Stock~~not ~~Exchange~~be ~~was~~materially ~~May~~affected ~~27,~~in ~~2022~~the future.

At8 the Effective Time of the transfer, holders of Luby's common stock automatically received one unit in the Trust ("Unit") for each share of Luby's common stock held by such holder. Units in the Trust are not and will not be listed on the New York Stock Exchange, or any other exchange, and are generally not transferable except by will, intestate succession or operation of law. Pursuant to the Liquidating Trust Agreement, on and after May 31, 2022, all Luby's outstanding shares are automatically deemed to be cancelled. In anticipation of the transfer, the 500,000 shares of common stock Luby's held as Treasury Shares were cancelled.

TheTable Company filed a Certificate of Dissolution with the Delaware Secretary of State, effective May 31, 2022.Contents

~~The~~LUB ~~Trust~~Liquidating ~~will terminate upon the earlier of three years from the date of creation or the final distribution from the~~ Trust of all Trust assets in compliance with the Delaware General Corporation Law, unless the Trustees determine that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of the Company or the Trust and to make any final distribution of any such proceeds.

~~Liquidation~~December ~~Basis~~31, of2023 ~~Accounting~~

~~The~~Our ~~liquidation~~Trustees ~~basis~~consider cybersecurity risk as part of ~~accounting~~its ~~differs~~risk ~~significantly~~oversight function. Our Trustees oversee management’s implementation of our cybersecurity risk management program. Our Trustees will receive periodic reports from ~~the~~management ~~going~~on ~~concern~~our ~~basis~~cybersecurity risks as well as updates, as ~~summarized~~necessary, ~~below~~regarding any significant cybersecurity incidents impacting our advisor’s information systems.

~~Under~~Item ~~the liquidation basis of accounting, the consolidated balance sheet and consolidated statements of operations, equity and cash flows are no longer presented~~2. Properties

~~The~~As ~~liquidation basis~~ of ~~accounting requires a statement of net assets in liquidation~~March 20, a2024 ~~statement of changes in net assets in liquidation and all disclosures necessary to present relevant information about~~ our ~~expected~~owned ~~resources~~properties inconsist ~~liquidation. The liquidation basis~~ of ~~accounting~~two ~~may~~Luby’s ~~only~~Cafeterias beoperated ~~applied~~by ~~prospectively~~Luby’s ~~from~~Restaurant ~~the~~Corporation ~~day~~under ~~liquidation~~a ~~becomes imminent and the initial statement of changes in net assets in liquidation may present only changes in net assets that occurred during the period since that date~~management agreement.

~~Under~~The ~~the~~following ~~liquidation~~table ~~basis~~summarizes ~~of accounting,~~ our ~~assets~~leased ~~are~~properties ~~measured~~as ~~at their estimated net realizable value, or liquidation value, which represents the amount~~ of ~~their estimated cash proceeds or other consideration from liquidation~~March 20, ~~based on current contracts, estimates and other indications of sales value~~2024. In developing these estimates, we utilized third party valuation experts, investment bankers, real estate brokers, the expertise of members of the Special Committee of our Board of Directors, and forecasts generated by our management. For estimated real estate values, we considered comparable sales transactions, our past experience selling real estate assets of the Company and, in certain instances, indicative offers, as well as capitalization rates observed for income-producing real estate. All estimates by nature involve a large degree of judgement and sensitivity to the underlying assumptions.


	Number of Properties
Occupied Restaurants:
Luby’s cafeterias operated by Luby’s Restaurant Corporation under a management agreement		1
Total Occupied Restaurants		1
Abandoned restaurant property leases		4

Total		5

~~The~~At ~~liquidation basis of accounting requires us to accrue and present separately~~March 20, ~~without discounting~~2024, ~~the~~we ~~estimated~~have ~~disposal~~unresolved ~~and~~obligations ~~other~~at ~~costs,~~four ~~including~~former ~~any~~leased ~~costs~~locations ~~associated~~which ~~with~~were ~~the~~abandoned ~~sale~~prior ~~or settlement of our assets and liabilities and the estimated operating income or loss that we reasonably expect~~ to ~~incur, including providing for federal income taxes during~~ the expiration ~~remaining expected duration~~ of the ~~liquidation~~respective ~~period. In~~lease addition, deferred tax assets previously provided for under the going concern basis of accounting, which include net operating losses and other tax credits, may be realized partially or in full, subject to IRS limitations, to offset taxable income we expect to generate from the liquidation processterms.

~~Under~~We ~~the~~maintain ~~liquidation~~general ~~basis~~liability ofinsurance ~~accounting, we recognize liabilities as they would have been recognized under the going concern basis as adjusted for the timing assumptions related to the liquidation process~~ and ~~they~~property ~~will~~damage ~~not~~insurance beon ~~reduced~~all toproperties ~~expected~~in ~~settlement~~amounts ~~values~~which ~~prior~~we believe toprovides ~~settlement~~adequate coverage.

~~These~~Item ~~estimates will be periodically reviewed and adjusted as appropriate~~3. ~~There~~Legal ~~can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or the amount of future distributions or our actual dissolution.~~Proceedings

~~The~~We ~~valuation~~are ofsubject ~~our~~to ~~assets~~various ~~and~~private ~~liabilities~~lawsuits, asadministrative ~~described~~proceedings ~~above,~~and ~~represents~~claims ~~estimates,~~that ~~based~~arose onin ~~present~~the ~~facts~~ordinary ~~and~~course ~~circumstances,~~ of ~~the~~our ~~net~~former ~~realizable~~business. ~~value~~A number of ~~the~~these lawsuits, ~~assets~~proceedings and ~~costs~~claims ~~associated~~may ~~with~~exist ~~carrying~~at ~~out~~any ~~the~~given ~~Plan~~time. ~~The~~These ~~actual~~matters ~~values~~typically involve claims from guests, employees and ~~costs~~others ~~associated~~related ~~with~~to ~~carrying~~issues ~~out~~common to the ~~Plan~~restaurant ~~may~~industry, ~~differ~~as ~~from~~well ~~amounts~~as ~~reflected~~matters inrelated ~~the~~to ~~accompanying~~our ~~consolidated~~real ~~financial~~estate ~~statements~~holdings, ~~because~~or the ofleases ~~the~~associated ~~Plan's~~with ~~inherent~~such ~~uncertainty~~holdings. ~~These~~We ~~differences~~currently ~~may~~believe bethat ~~material.~~the Infinal ~~particular,~~disposition of these ~~estimates~~types of lawsuits, proceedings, and claims will ~~vary~~not ~~with~~have ~~the~~a ~~length~~material ofadverse ~~time~~effect ~~necessary~~on our net assets or our ability to ~~complete~~monetize ~~the~~our ~~Plan.~~remaining assets.

~~Net~~Item ~~Assets~~4. inMine ~~Liquidation~~Safety Disclosures

~~Net~~Not ~~assets in liquidation represents the estimated liquidation value to our unitholders upon liquidation~~applicable. It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our unitholders and no assurance can be given that the distributions will equal or exceed the estimate presented in these consolidated financial statements.

~~The~~9 net assets in liquidation at December 31, 2022 would result in liquidating distributions of $1.91 per Unit in the Trust based on the number of Units outstanding on that date. This estimate is dependent on projections of costs and expenses to be incurred during the period required to complete the Plan and the realization of estimated net realizable value of our properties and accounts and notes receivable. There is inherent uncertainty with these estimates, and they could change materially based on the timing of the remaining property sales, the performance of the underlying assets, and changes in the underlying assumptions of the projected cash flows. No assurance can be given that the liquidating distributions will equal or exceed the estimate presented in these consolidated financial statements.

AssetTable Disposalof and Liquidation Activities Contents

~~During~~LUB ~~the~~Liquidating ~~period~~Trust ~~beginning June 1, 2022 and ended December 31, 2022, we sold six properties for total gross proceeds of approximately $13.2 million.~~

WeDecember ~~also entered into a management agreement with the purchaser of the Luby's brand to assume operations of the Company's 10 remaining Luby's cafeterias~~31, ~~effective~~2023 ~~June 2, 2022. As of this date, we no longer directly operate any Luby's cafeterias or Fuddruckers restaurants.~~

~~Subsequent~~PART toII ~~December 31, 2022, we sold three properties for total gross proceeds of $14.5 million. As of March 28, 2023, we own 6 properties.~~

~~•In~~Market ~~December~~Information ~~2020 we terminated our sub-license to the Cheeseburger in Paradise brand name in return for compensation from the sub-licensor. Proceeds from the sale were immaterial.~~

~~•During~~There is no public market for the ~~second~~units ~~quarter~~of beneficial interest in the Trust (the “Units”). On May 31, 2022, Luby’s filed its certificate of ~~fiscal~~dissolution ~~2021~~with wethe ~~sold~~Secretary ~~our~~of ~~rights~~State of Delaware, which became effective on that date, and transferred its remaining assets and liabilities to the ~~Koo~~Trust. ~~Koo~~Upon ~~Roo~~the ~~brand~~transfer ~~name~~of the assets and liabilities to anthe ~~independent~~Trust, ~~third~~Luby’s ~~party.~~stock ~~Proceeds~~records ~~from~~were closed, all the ~~sale~~outstanding shares of Luby’s common stock were ~~immaterial~~cancelled, and each stockholder of Luby’s automatically became the holder of one Unit for each share of common stock of Luby’s then held of record by such stockholder. The Units are not and will not be listed on any exchange or quoted on any quotation system. The Units generally are not transferable or assignable, except by will, intestate succession, or operation of law.

~~•During~~Equity ~~the~~Compensation fourth quarter of fiscal 2021 we sold the Fuddruckers franchise business operations for $15.0 million plus the assumption of certain liabilities to Black Titan Franchise Systems LLC, an affiliate of Black Titan Holding, LLC which previously purchased 13 franchise locations in separate transactions. Plans

~~•On~~There ~~August~~are ~~26,~~no ~~2021,~~securities weauthorized ~~sold~~under ~~the~~any ~~Luby’s~~equity ~~Cafeterias~~compensation ~~brand~~plan ~~name~~as ~~and~~of ~~the~~December 31, ~~business operations at 35 Luby’s locations to an unrelated third party~~2023.

~~•On~~Item March 28, 2022, we sold our Culinary Contract Services business, which did not include our frozen packaged foods business, to Culinary Concessions, LLC ("Purchaser"), a member managed limited liability company6. ~~Purchaser is wholly owned by Pappas Restaurants, Inc.~~ (~~"PRI"~~Reserved). PRI is jointly owned and controlled by Christopher J. Pappas and Harris J. Pappas ("Messrs. Pappas"), who were formerly directors and officers of the Company and who are owners of greater than 5% of our beneficial units.

1110

PriorTable toof the Conversion to the Trust on May 31, 2022, Luby's sold its properties as follows:Contents

~~•During~~LUB ~~Luby's~~Liquidating ~~fiscal~~Trust ~~year 2020, we sold nine properties for total gross proceeds of approximately $23.7 million.~~

~~•During~~December ~~Luby's fiscal year 2021~~31, we2023 ~~sold 11 properties for total gross proceeds of approximately $32.1 million.~~

~~•During~~Item ~~Luby'~~7. Management’s ~~fiscal~~Discussion ~~period beginning August 26, 2021~~ and ~~ended~~Analysis ~~May 31, 2022, we sold 39 properties for total gross proceeds~~ of ~~$118.7~~Financial ~~million.~~Condition Aand ~~portion~~Results of ~~the proceeds were used to fully repay all amounts outstanding under our 2018 Credit Facility and the Credit Agreement was terminated on September 30, 2021.~~Operations

~~Prior~~Management’s todiscussion and analysis of the ~~conversion~~financial tocondition and results of operations should be read in conjunction with the ~~Trust~~consolidated onfinancial ~~May~~statements and footnotes for the year ended December 31, 2023 and the period beginning June 1, 2022 and ended December 31, ~~Luby's~~2022 ~~made~~included ~~the~~in ~~following~~Part ~~cash~~II, ~~liquidating~~Item 8 ~~distributions~~of this Annual Report on Form 10-K.

~~•On~~Overview ~~November 1, 2021, we paid $62.2 million, or $2.00 per share to shareholders of record as of October 25, 2021.~~

~~•On~~Organization ~~March 28, 2022, we paid $15.5 million, or $0.50 per share to shareholders of record as of March 21, 2022.~~

~~•On~~All ~~May~~references 24to the “Trust” refer to LUB Liquidating Trust and its consolidated subsidiaries and all references to “Luby’s” refer to Luby’s, ~~2022~~Inc., weand ~~paid~~the $6consolidated subsidiaries of Luby’s, Inc.2 References to “Luby’s Cafeteria” refer specifically to the Luby’s Cafeteria brand restaurants. With respect to the period prior to May ~~million~~31, or2022, ~~$0.20~~references ~~per~~to ~~share~~the “Company,” “we,” “our,” or “us” refer to ~~shareholders~~Luby’s and ofwith ~~record~~respect asto ofthe ~~May~~periods 17after May 31, 2022, refer to the Trust.

~~General~~Substantially all of Luby’s business was conducted through its wholly-owned subsidiary RFL, LLC (formerly known as Luby’s Fuddruckers Restaurants, LLC), a Texas Limited Liability Company (“RFL”). RFL is now a wholly-owned subsidiary of the Trust and ~~Administrative~~substantially ~~Expenses~~all of the Trust’s assets are held by RFL.

AsOn weMay 31, ~~continue~~2022, Luby’s, the ~~efforts~~Trustees toidentified ~~monetize~~below ~~our~~and ~~assets~~Delaware Trust Company (the “Resident Trustee”) entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) in connection with the formation of a liquidating trust, weLUB ~~remain~~Liquidating ~~focused~~Trust on(the ~~reducing~~“Trust”), ~~our~~for ~~operating~~the benefit of the Luby’s stockholders, to facilitate the dissolution and ~~administrative~~termination ~~costs~~of the Company in accordance with the Plan of Liquidation and Dissolution of the Company (the “Plan of Liquidation” or the “Plan”) that was previously approved by the Luby’s stockholders on November 17, ~~when~~2020. ~~appropriate~~The trustees of the Trust consist of John Garilli, toGerald ~~provide~~Bodzy ~~maximum~~and ~~liquidation~~Joe ~~value~~C. toMcKinney ~~our~~(collectively, ~~unitholders~~the “Trustees”), and the Resident Trustee.

~~Accounting~~At ~~Periods~~5:00 p.m. Eastern Daylight Time on May 31, 2022 (“the Effective Time”), Luby’s transferred its remaining assets (including its member interest in Luby’s Fuddruckers Restaurants, LLC, which has been renamed RFL, LLC) and liabilities to the Trust pursuant to the Plan of Liquidation. The last day of trading for Luby’s common stock, par value $0.32 per share, on the New York Stock Exchange was May 27, 2022.

~~The~~At the Effective Time of the transfer, holders of Luby’s common stock automatically received one unit in the Trust' (“Unit”) for each share of Luby’s ~~fiscal~~common ~~year~~stock held by such holder. Units in the Trust are not and will not be listed on the ~~twelve~~New ~~months~~York ~~beginning~~Stock ~~January~~Exchange, 1or any other exchange, and ~~ending~~are ~~December~~generally ~~31,~~not ~~which~~transferable except by will, intestate besuccession ~~effective~~or ~~beginning~~operation ~~June~~of 1,law. ~~2022~~Pursuant ~~for~~to the ~~period~~Liquidating ~~ending~~Trust ~~December~~Agreement, on and after May 31, 2022, all Luby’s outstanding shares are automatically deemed to be cancelled. In anticipation of the transfer, the 500,000 shares of common stock Luby’s held as Treasury Shares were cancelled.

~~COVID-19~~ The Company filed a Certificate of Dissolution with the Delaware Secretary of State, effective May 31, 2022.

The ~~COVID-19~~Trust ~~pandemic~~will ~~could~~terminate ~~continue~~upon tothe ~~materially~~earlier ~~impact~~of ~~our~~three ~~cash~~years ~~flows~~from ~~and~~the ~~value~~date of ~~net~~creation or the final distribution from the Trust of all Trust assets in ~~liquidation~~compliance with the Delaware General Corporation Law, ~~while~~unless wethe ~~monetize~~Trustees ~~our~~determine ~~remaining~~that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of the Company or the Trust and to make any final distribution of any such proceeds.

~~RESULTS~~Liquidation OFBasis ~~OPERATIONS~~ of Accounting

~~Under~~The ~~the~~ liquidation basis of accounting wediffers dosignificantly ~~not~~from ~~report~~the ~~results~~going ofconcern ~~operations~~basis, ~~information~~as summarized below.

~~LIQUIDITY~~Under ~~AND~~the ~~CAPITAL~~liquidation ~~RESOURCES~~basis of accounting, the consolidated balance sheet and consolidated statements of operations, equity and cash flows are no longer presented.

~~Cash~~The liquidation basis of accounting requires a statement of net assets in liquidation, a statement of changes in net assets in liquidation and all ~~Cash~~disclosures ~~Equivalents~~necessary to present relevant information about our expected resources in liquidation. The liquidation basis of accounting may only be applied prospectively from the day liquidation becomes imminent and the initial statement of changes in net assets in liquidation may present only changes in net assets that occurred during the period since that date.

~~Our~~11 ability to meet our obligations is contingent upon the monetization of our remaining assets. We expect that cash on hand and the proceeds from the sale of our assets will be adequate to meet our obligations; however, we cannot provide assurance as to the prices or net proceeds we may receive from the monetization of our assets.

STATUSTable OFof LONG-TERM INVESTMENTS AND LIQUIDITY Contents

WeLUB ~~had~~Liquidating noTrust ~~long-term investments as of December 31, 2022.~~

~~STATUS~~December ~~OF TRADE ACCOUNTS AND NOTES RECEIVABLES~~31, ~~NET~~ 2023

WeUnder ~~monitor~~the liquidation basis of accounting, our assets are measured at their estimated net realizable value, or liquidation value, which represents the ~~aging~~amount of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and other indications of sales value. In developing these estimates, we utilized third party valuation experts, investment bankers, real estate brokers, the expertise of our ~~receivables~~Trustees and ~~record~~members ~~reserves~~of tothe ~~adjust~~Special toCommittee of the Board of Directors, and forecasts generated by our management. For estimated ~~net~~real ~~realizable~~estate ~~value~~values, we considered comparable sales transactions, our past experience selling properties of the Company and, in certain instances, indicative offers, as ~~appropriate~~well as capitalization rates observed for income-producing real estate. All estimates by nature involve a large degree of judgement and sensitivity to the underlying assumptions.

~~Our~~The ~~notes~~liquidation ~~receivable~~basis atof ~~December~~accounting 31requires us to accrue and present separately, ~~2022~~without ~~are~~discounting, ~~recorded~~the inestimated ~~our~~disposal ~~consolidated~~and ~~statement~~other costs, including any costs associated with the sale or settlement of ~~net~~our assets atand liabilities and the ~~amount~~estimated operating income or loss that we reasonably expect to ~~receive~~incur, including ~~upon~~providing ~~monetization~~for offederal income taxes during the ~~Notes.~~remaining ~~See~~expected ~~Note~~duration 8of the liquidation period. ~~Accounts~~In ~~and~~addition, ~~Notes~~deferred ~~Receivable~~tax inassets ~~our~~previously ~~consolidated~~provided ~~financial~~for ~~statements~~under ~~included~~the ingoing ~~Item~~concern 8basis of ~~this~~accounting, ~~Annual~~which ~~Report~~include onnet ~~Form~~operating ~~10-K.~~losses and Weother ~~continue~~tax tocredits, ~~monitor~~may ~~the~~be ~~terms~~realized ofpartially ~~the~~or ~~notes~~in ~~receivable~~full, ~~and~~subject ~~the~~to ~~payment~~IRS ~~history~~limitations, ofto ~~the~~offset ~~issuers~~taxable income we expect to ~~determine~~generate ~~net~~from ~~realizable~~the ~~value~~liquidation process.

~~CAPITAL~~Under ~~EXPENDITURES~~ the liquidation basis of accounting, we recognize liabilities as they would have been recognized under the going concern basis as adjusted for the timing assumptions related to the liquidation process and they will not be reduced to expected settlement values prior to settlement.

~~Capital~~These ~~expenditures~~estimates will ~~for~~be ~~the~~periodically ~~period~~reviewed ~~beginning~~and ~~June~~adjusted 1,as ~~2022~~appropriate. ~~and~~There ~~ended~~can ~~December~~be ~~31,~~no ~~2022~~assurance ~~were~~that ~~not~~these ~~material~~estimated values will be realized. WeSuch doamounts should not ~~expect~~be ~~future~~taken ~~capital~~as ~~expenditures~~an toindication beof ~~significant~~the timing or the amount of future distributions or our actual dissolution.

~~DEBT~~The valuation of our assets and liabilities, as described above, represents estimates, based on present facts and circumstances, of the net realizable value of the assets and costs associated with carrying out the Plan. The actual values and costs associated with carrying out the Plan may differ from amounts reflected in the accompanying consolidated financial statements because of the Plan’s inherent uncertainty. These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan.

~~The~~Net ~~Trust~~Assets ~~has~~in noLiquidation ~~debt obligations at December 31, 2022 and at March 28, 2023.~~

12Net assets in liquidation represents the estimated liquidation value to our unitholders upon liquidation. It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our unitholders and no assurance can be given that the distributions will equal or exceed the estimate presented in these consolidated financial statements.

~~COMMITMENTS~~The ~~AND~~net ~~CONTINGENCIES~~assets in liquidation at December 31, 2023 would result in liquidating distributions of $0.89 per Unit in the Trust based on the number of Units outstanding on that date. This estimate is dependent on projections of costs and expenses to be incurred during the period required to complete the Plan and the realization of estimated net realizable value of our properties and accounts and notes receivable. There is inherent uncertainty with these estimates, and they could change materially based on the timing of the remaining property sales, the performance of the underlying assets, and changes in the underlying assumptions of the projected cash flows. No assurance can be given that the liquidating distributions will equal or exceed the estimate presented in these consolidated financial statements.

~~The~~12 ~~Company has no off-balance sheet arrangements.~~

AsTable of December 31, 2022, we had approximately $1.8 million committed under letters of credit, which are used as security for the payment of insurance obligations and are fully cash collateralized. Contents

~~From~~LUB ~~time~~Liquidating to time, we are subject to various private lawsuits, administrative proceedings and claims that arise in the ordinary course of our former business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employees and others related to issues common to the restaurant industry, as well as matters related to our real estate holdings, or the leases associated with such holdings. We believe that the final disposition of these types of lawsuits, proceedings, and claims will not have a material adverse effect on the Trust’s ~~cash flows and net assets under liquidation.~~

~~AFFILIATIONS~~December ~~AND~~31, ~~RELATED~~2023 ~~PARTIES~~

~~Effective~~Asset ~~January~~Disposal ~~27, 2021, the Luby's Board of Directors appointed John Garilli as the Company’s Interim President~~ and ~~Chief~~Liquidation ~~Executive~~Activities Officer. Additionally, effective September 8, 2021, the Luby's Board of Directors appointed Eric Montague as the Company’s Interim Chief Financial Officer. Luby's and Mr. Garilli’s and Mr. Montague’s employer, Winthrop Capital Advisors LLC (“WCA”), have entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and paid a monthly fee of $30,000 for so long as Mr. Garilli and Mr. Montague served the Company in said positions. The Company has also entered into an Indemnity Agreement with Mr. Garilli and WCA. Mr. Garilli is also a member of the Trust's Board of Trustees, effective May 31, 2022. Mr. Garilli receives a fee of $20,000 per calendar quarter for his services as a Trustee.

~~The~~For ~~Company~~the ~~and~~year ~~WCA~~ended ~~had~~December 31, ~~previously~~2023, ~~entered~~we ~~into~~sold ~~agreements,~~six ~~pursuant~~properties tofor ~~which~~total ~~WCA~~gross ~~provides~~proceeds ~~treasury~~of approximately $18.5 million. During the period beginning June 1, 2022 and ~~accounting~~ended ~~services~~December 31, 2022, we sold six properties for ~~approximately~~total ~~$14,000~~gross ~~per~~proceeds ~~month~~of approximately $13.2 million.

~~WCA~~Effective June 2, ~~continues~~2022, towe ~~provide~~also ~~services~~entered tointo ~~the~~a ~~Trust~~management asagreement itwith ~~did for~~ the ~~Company,~~purchaser ~~currently~~of on the ~~same~~Luby’s ~~terms~~brand asto ~~noted~~assume ~~above.~~operations ~~During~~of the ~~period~~Company’s ~~June~~remaining 1,Luby’s ~~2022~~cafeterias. ~~through~~As ~~December~~of 31March 20, ~~2022,~~2024 wethere ~~paid~~are ~~WCA~~two ~~approximately~~properties ~~$358,000~~subject ~~for~~to the management ~~above-mentioned~~agreement. ~~services~~We no longer directly operate any Luby’s cafeterias or Fuddruckers restaurants.

~~CRITICAL~~Subsequent ~~ACCOUNTING~~to ~~POLICIES~~December 31, ~~AND~~2023, ~~ESTIMATES~~we sold one property for total gross proceeds of $1.4 million. As of March 20, 2024, we own two properties.

~~Our~~On ~~accounting~~August 14, ~~policies~~2023, ~~are~~we ~~described~~made incash liquidating ~~Note~~distributions ~~1. Nature~~ of ~~Operations~~$31.3 million, ~~and~~or ~~Significant~~$1.00 ~~Accounting~~per ~~Policies~~share to ~~our~~unitholders ~~Consolidated Financial Statements included in Item 8~~ of ~~Part II of this report~~record. ~~The~~Since ~~Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in~~ the ~~United~~approval ~~States. Preparation~~ of the ~~financial~~Plan ~~statements requires us to make judgments, estimates and assumptions that affect the amounts~~ of ~~assets~~Liquidation ~~and~~we ~~liabilities~~have indistributed ~~the financial statements and revenues and expenses during the reporting periods~~$3.70 ~~The~~per ~~Trustees~~unit/common ~~believe the following are critical accounting policies due to the significant, subjective and complex judgments and estimates used when preparing our consolidated financial statements~~share.

~~Liquidation~~Transactions ~~Basis~~subsequent to Plan of ~~Accounting~~Liquidation and prior to conversion to the Trust

~~Under~~Luby’s ~~the~~disposed ~~liquidation basis~~ of ~~accounting,~~its ~~our~~operating ~~assets~~brands are measured at their estimated net realizable value, or liquidation value, which represents the amount of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and other indications of sales value, and may include previously unrecognized assets that we may expect to either sell in the course of our liquidation or use in settling liabilities, such as ~~trademarks~~follows: or other intangibles. The two areas that require the most significant, subjective and complex judgements and estimates are (i) properties for sale and (ii) liability for estimated costs in excess of estimated receipts during liquidation.

~~Properties~~• In December 2020 we terminated our sub-license to the Cheeseburger in Paradise brand name in return for compensation from the sub-licensor. Proceeds from the sale were immaterial.

In• ~~developing~~During the ~~estimated~~second ~~net~~quarter ~~realizable value for our properties held for sale, we utilized third party valuation experts, real estate brokers, the expertise~~ of ~~our~~fiscal ~~Trustees,~~2021 ~~and forecasts generated by our management. For estimated real estate values,~~ we ~~consider~~sold ~~comparable sales transactions,~~ our ~~past~~rights ~~experience~~to ~~selling real estate assets of~~ the ~~Company~~Koo ~~and,~~Koo inRoo ~~certain~~brand ~~instances,~~name ~~indicative~~to ~~offers,~~an asindependent ~~well~~third ~~as capitalization rates observed for income-producing real estate~~party. ~~All~~ ~~estimates~~Proceeds byfrom ~~nature involve a large degree of judgement and sensitivity to~~ the ~~underlying~~sale ~~assumptions.~~were immaterial.

~~Estimated~~• ~~costs~~During inthe ~~excess~~fourth quarter of ~~estimated~~fiscal ~~receipts~~2021 ~~during~~we ~~liquidation~~sold the Fuddruckers franchise business operations for $15.0 million plus the assumption of certain liabilities to Black Titan Franchise Systems LLC, an affiliate of Black Titan Holding, LLC which previously purchased 13 franchise locations in separate transactions.

~~The~~• ~~liquidation~~On ~~basis~~August of accounting requires the estimation of net cash flows from operations and all costs associated with implementing and completing the plan of liquidation. We project that we will have estimated costs in excess of estimated receipts during the liquidation period. These amounts can vary significantly due to26, ~~among other things~~2021, ~~the~~we ~~timing~~sold ~~of property sales, estimates of direct costs incurred to complete~~ the ~~sales,~~Luby’s ~~the~~Cafeterias ~~timing~~brand ~~and~~name ~~amounts associated with discharging known~~ and ~~contingent liabilities,~~ the ~~costs~~business ~~associated with the winding up of~~ operations, ~~and~~at ~~other~~35 ~~costs~~Luby’s ~~that~~locations we may incur which are not currently foreseeable. These receipts and accruals will be adjusted periodically as projections and assumptions change. These receipts and costs are estimated and are anticipated to bean ~~collected~~unrelated ~~and~~third ~~paid out over the liquidation period~~party.

13• On March 28, 2022, we sold our Culinary Contract Services business, which did not include our frozen packaged foods business, to Culinary Concessions, LLC (“Purchaser”), a member managed limited liability company. Purchaser is wholly owned by Pappas Restaurants, Inc. (“PRI”). PRI is jointly owned and controlled by Christopher J. Pappas and Harris J. Pappas (“Messrs. Pappas”), who were formerly directors and officers of the Company and who are owners of greater than 5% of our beneficial units.

~~The~~Luby’s ~~valuation~~sold of50 ~~our~~properties ~~assets~~for ~~and~~total ~~liabilities,~~gross asproceeds ~~described above, represents estimates, based on present facts and circumstances,~~ of ~~the~~approximately ~~net realizable value of the assets and costs associated with carrying out the Plan~~$150. ~~The actual values and costs associated with carrying out the Plan may differ from amounts reflected in the accompanying consolidated financial statements because of the Plan's inherent uncertainty~~8 million. ~~These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan.~~

~~NEW~~Luby’s ~~ACCOUNTING~~made ~~PRONOUNCEMENTS~~the following cash liquidating distributions.

~~There~~• ~~are~~On noNovember ~~new~~1, ~~accounting~~2021, ~~pronouncements~~we ~~that~~paid ~~are~~$62.2 ~~applicable~~million, or ~~relevant~~$2.00 toper ~~the~~share ~~Trust,~~to ~~under~~shareholders ~~the~~of ~~Liquidation~~record ~~Basis~~as of ~~Accounting~~October 25, 2021.

~~Item 7A~~• On March 28, 2022, we paid $15.5 ~~Quantitative~~million, ~~and~~or ~~Qualitative~~$0.50 ~~Disclosures~~per ~~About~~share ~~Market~~to ~~Risk~~ shareholders of record as of March 21, 2022.

As• aOn ~~"smaller~~May ~~reporting~~24, ~~company"~~2022, aswe ~~defined~~paid by$6.2 ~~Item~~million, 10or of$0.20 ~~Regulation~~per ~~S-K,~~share ~~the~~to ~~Company~~shareholders isof ~~not~~record ~~required~~as toof ~~provide~~May ~~this~~17, ~~information~~2022.

14General and Administrative Expenses

~~Item 8.~~As ~~Financial~~we ~~Statements~~continue the efforts to monetize our assets, we remain focused on reducing our operating and ~~Supplementary~~administrative ~~Data~~costs, when appropriate, to provide maximum liquidation value to our unitholders.

~~LUB~~Accounting ~~Liquidating~~Periods ~~Trust~~

~~Consolidated~~The ~~Statements~~Trust’s offiscal ~~Net~~year ~~Assets~~will inbe ~~Liquidation~~the ~~(Liquidation~~twelve ~~Basis)~~months beginning January 1 and ending December 31, with the prior period effective beginning June 1, 2022 and ending December 31, 2022.

~~(Unaudited)~~RESULTS OF OPERATIONS

	December 31, 2022
	(in thousands)
ASSETS
Cash and cash equivalents	$	24,335
Accounts and notes receivable	15,305
Restricted cash and cash equivalents	2,333
Properties for sale	29,966
Total Assets	$	71,939
LIABILITIES
Accounts payable	$	109
Accrued expenses and other liabilities	3,737
Operating lease liabilities	3,770
Liability for estimated costs in excess of estimated receipts during liquidation	4,418
Other liabilities	25
Total Liabilities	$	12,059
Commitments and Contingencies
Net assets in liquidation (Note 3)	$	59,880

Under the liquidation basis of accounting, we do not report results of operations information.

~~The~~13 ~~accompanying notes are an integral part of these Consolidated Financial Statements.~~

15Table of Contents

LUB Liquidating Trust

~~Consolidated~~December ~~Statements~~31, of2023 ~~Changes in Net Assets in Liquidation (Liquidation Basis)~~

~~(Unaudited)~~LIQUIDITY AND CAPITAL RESOURCES

	Period from June 1, 2022 through December 31, 2022
	(in thousands)
Net assets in liquidation, beginning of period	$	61,506
Changes in net assets in liquidation
Changes in liquidation value of properties for sale	3,242
Changes in estimated cash flows during liquidation	(4,868)
Changes in net assets in liquidation	(1,626)
Net assets in liquidation, end of period	$	59,880

Cash and Cash Equivalents

~~The~~Our ~~accompanying~~ability ~~notes~~to ~~are~~meet anour obligations ~~integral~~is ~~part~~contingent upon the monetization of ~~these~~our ~~Consolidated~~remaining ~~Financial~~assets. ~~Statements~~We expect that cash on hand and the proceeds from the sale of our assets will be adequate to meet our obligations; however, we cannot provide assurance as to the prices or net proceeds we may receive from the monetization of our assets.

16STATUS OF LONG-TERM INVESTMENTS AND LIQUIDITY

~~LUB~~We ~~Liquidating~~had ~~Trust~~no long-term investments as of December 31, 2023 and 2022.

~~Notes~~STATUS toOF ~~Consolidated~~TRADE ~~Financial~~ACCOUNTS ~~Statements~~AND NOTES RECEIVABLES, NET

~~Fiscal~~We monitor ~~Period~~the ~~Ended~~aging ~~December 31~~of our receivables and record reserves to adjust to estimated net realizable value, ~~2022~~as appropriate.

~~(Unaudited)~~Our notes receivable at December 31, 2023 and 2022 are recorded in our consolidated statement of net assets at the amount we expect to receive upon monetization of the Notes. See Note 8. Accounts and Notes Receivable in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. We continue to monitor the terms of the notes receivable and the payment history of the issuers to determine net realizable value.

~~Note~~CAPITAL ~~1. Organization, Plan of Liquidation and Significant Accounting Policies~~ EXPENDITURES

~~Organization~~Capital expenditures for the year ended December 31, 2023 and the period beginning June 1, 2022 and ended December 31, 2022 were not material. We do not expect future capital expenditures to be significant.

~~All~~DEBT references to the "Trust" refer to LUB Liquidating Trust and its consolidated subsidiaries and all references to "Luby's" refer to Luby’s, Inc., and the consolidated subsidiaries of Luby’s, Inc. References to “Luby’s Cafeteria” refer specifically to the Luby’s Cafeteria brand restaurants. With respect to the period prior to May 31, 2022, references to the "Company, "we", "our", or "us" refer to Luby's and with respect to the periods after May 31, 2022, refer to the Trust.

~~Substantially~~The ~~all~~Trust ofhas ~~Luby's~~no ~~business~~debt ~~was~~obligations ~~conducted through its wholly-owned subsidiary RFL~~at December 31, ~~LLC (formerly known as Luby's Fuddruckers Restaurants~~2023, ~~LLC)~~December 31, a2022 ~~Texas Limited Liability Company ("RFL")). RFL is now a wholly-owned subsidiary of the Trust~~ and ~~substantially~~at ~~all~~March 20, ~~of the Trust's business is conducted through RFL~~2024.

OnCOMMITMENTS ~~May~~AND ~~31,~~CONTINGENCIES 2022, Luby's, the Trustees identified below and Delaware Trust Company (the “Resident Trustee”) entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) in connection with the formation of a liquidating trust, LUB Liquidating Trust (the “Trust”), for the benefit of the Luby's stockholders, to facilitate the dissolution and termination of the Company in accordance with the Plan of Liquidation and Dissolution of the Company (the "Plan of Liquidation" or the “Plan”) that was previously approved by the Luby's stockholders on November 17, 2020. The trustees of the Trust consist of John Garilli, Gerald Bodzy and Joe C. McKinney (collectively, the “Trustees”), and the Resident Trustee.

AtThe ~~5:00~~Company ~~p.m. Eastern Daylight Time on May 31, 2022 ("the Effective Time"), Luby's transferred its remaining assets (including its member interest in Luby's Fuddruckers Restaurants, LLC, which~~ has ~~been~~no ~~renamed~~off-balance ~~RFL,~~sheet ~~LLC) and liabilities to the Trust pursuant to the Plan of Liquidation~~arrangements. ~~The last day of trading for Luby's common stock, par value $0.32 per share, on the New York Stock Exchange was May 27, 2022.~~

AtAs ~~the Effective Time~~ of ~~the~~December 31, ~~transfer~~2023, ~~holders~~we ofhad ~~Luby's~~approximately ~~common~~$0.96 million ~~stock~~committed ~~automatically~~under ~~received~~letters ~~one unit in the Trust ("Unit") for each share~~ of ~~Luby's~~credit, ~~Common~~which ~~stock held by such holder. Units in the Trust~~ are ~~not~~used ~~and~~as ~~will~~security ~~not~~for ~~be listed on~~ the ~~New~~payment ~~York Stock Exchange, or any other exchange, and generally are not transferable except by will, intestate succession or operation~~ of insurance ~~law.~~obligations ~~Pursuant to the Liquidating Trust Agreement, on~~ and ~~after May 31, 2022, all Luby's outstanding shares~~ are ~~automatically~~fully ~~deemed~~cash ~~to be cancelled~~collateralized. ~~In anticipation of the transfer, the 500,000 shares of common stock Luby's held as Treasury Shares were cancelled.~~

~~The~~From ~~Company~~time ~~filed~~to atime, ~~Certificate~~we are subject to various private lawsuits, administrative proceedings and claims that arise in the ordinary course of ~~Dissolution~~our former business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employees and others related to issues common to the restaurant industry, as well as matters related to our real estate holdings, or the leases associated with such holdings. We believe that the ~~Delaware~~final ~~Secretary~~disposition of ~~State,~~these ~~effective~~types ~~May~~of 31lawsuits, ~~2022~~proceedings, and claims will not have a material adverse effect on the Trust’s cash flows and net assets under liquidation.

~~The~~AFFILIATIONS ~~Trust~~AND ~~will~~RELATED ~~terminate~~PARTIES upon the earlier of three years from the date of creation or the final distribution from the Trust of all Trust assets in compliance with the Delaware General Corporation Law, unless the Trustees determine that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of the Company or the Trust and to make any final distribution of any such proceeds.

~~Basis~~Effective January 27, 2021, the Luby’s Board of ~~Consolidation~~Directors appointed John Garilli as the Company’s Interim President and Chief Executive Officer. Additionally, effective September 8, 2021, the Luby’s Board of Directors appointed Eric Montague as the Company’s Interim Chief Financial Officer. Luby’s and Mr. Garilli’s and Mr. Montague’s employer, Winthrop Capital Advisors LLC (“WCA”), have entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and paid a monthly fee of $30,000 for so long as Mr. Garilli and Mr. Montague served the Company in said positions. The Company has also entered into an Indemnity Agreement with Mr. Garilli and WCA.

~~The~~14 accompanying consolidated financial statements include the accounts of the Trust and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

AccountingTable Periodsof Contents

~~The~~LUB Liquidating Trust's ~~fiscal year will be the twelve months beginning January 1 and ending December 31, which will be effective beginning June 1, 2022, for the period ending December 31, 2022.~~

~~Liquidation~~December ~~Basis~~31, of2023 ~~Accounting~~

The ~~liquidation~~Company ~~basis~~and ofWCA ~~accounting~~had ~~differs~~previously ~~significantly~~entered ~~from~~into ~~the~~agreements, ~~going~~pursuant ~~concern~~to ~~basis,~~which asWCA ~~summarized~~provides ~~below~~treasury and accounting services for approximately $16,000 per month.

~~Under~~WCA continues to provide services to the ~~liquidation~~Trust ~~basis~~as ofit ~~accounting~~did for the Company, currently on the ~~consolidated~~same terms ~~balance~~as ~~sheet~~noted ~~and~~above. ~~consolidated~~During ~~statements~~the ofyear ~~operations~~ended December 31, ~~equity~~2023, ~~and~~we ~~cash~~paid ~~flows~~WCA ~~are~~approximately no$550,000 ~~longer~~for ~~presented~~the above-mentioned services.

~~The~~Mr. Garilli is ~~liquidation~~also ~~basis of accounting requires~~ a ~~statement~~member of ~~net~~the ~~assets~~Trust’s inBoard ~~liquidation, a statement~~ of ~~changes~~Trustees, ineffective ~~net~~May 31, ~~assets~~2022. ~~in liquidation and all disclosures necessary to present relevant information about our expected resources in liquidation~~Mr. ~~The~~ Garilli ~~liquidation~~receives ~~basis~~a offee ~~accounting may only be applied prospectively from the day liquidation becomes imminent and the initial statement~~ of ~~changes~~$20,000 inper ~~net~~calendar ~~assets~~quarter infor ~~liquidation~~his ~~may~~services ~~present~~as ~~only~~a ~~changes in net assets that occurred during the period since that date~~Trustee.

17CRITICAL ACCOUNTING POLICIES AND ESTIMATES

~~Under~~Our accounting ~~the~~policies ~~liquidation~~are ~~basis~~described ofin ~~accounting,~~Note ~~our~~1. ~~assets~~Nature ~~are~~of ~~measured~~Operations atand ~~their~~Significant ~~estimated~~Accounting ~~net~~Policies ~~realizable~~to ~~value,~~our orConsolidated ~~liquidation~~Financial ~~value,~~Statements ~~which~~included ~~represents~~in ~~the~~Item 8 ~~amount~~ of ~~their~~Part ~~estimated~~II ~~cash~~of ~~proceeds~~this orreport. ~~other~~The ~~consideration~~Consolidated ~~from~~Financial Statements ~~liquidation,~~are ~~based~~prepared onin ~~current~~conformity ~~contracts,~~with ~~estimates~~accounting ~~and~~principles ~~other~~generally ~~indications~~accepted ofin ~~sales~~the ~~value~~United States. InPreparation ~~developing~~of ~~these~~the ~~estimates,~~financial westatements ~~utilized~~requires ~~third~~us ~~party~~to ~~valuation~~make ~~experts~~judgments, ~~investment~~estimates ~~bankers,~~and ~~real~~assumptions ~~estate~~that ~~brokers,~~affect the ~~expertise~~amounts of ~~our~~assets ~~Trustees,~~ and liabilities ~~forecasts~~in ~~generated~~the byfinancial ~~our~~statements ~~management.~~and ~~For~~revenues ~~estimated~~and ~~real~~expenses ~~estate~~during ~~values,~~the wereporting ~~considered~~periods. ~~comparable~~The ~~sales~~Trustees ~~transactions,~~believe ~~our~~the ~~past~~following ~~experience~~are ~~selling~~critical ~~real~~accounting ~~estate~~policies ~~assets~~due ofto the ~~Company and~~significant, insubjective ~~certain~~and ~~instances,~~complex ~~indicative~~judgments ~~offers,~~and ~~as well as capitalization rates observed for income-producing real estate. All~~ estimates byused ~~nature~~when preparing ~~involve~~our aconsolidated ~~large~~financial ~~degree of judgment and sensitivity to the underlying assumptions~~statements.

~~The~~Liquidation ~~liquidation~~Basis ~~basis~~ of ~~accounting~~Accounting requires us to accrue and present separately, without discounting, the estimated disposal and other costs, including any costs associated with the sale or settlement of our assets and liabilities and the estimated operating income or loss that we reasonably expect to incur, including providing for federal income taxes during the remaining expected duration of the liquidation period. In addition, deferred tax assets previously provided for under the going concern basis of accounting, which include net operating losses and other tax credits, may be realized partially or in full, subject to IRS limitations, to offset taxable income we expect to generate from the liquidation process.

Under the liquidation basis of accounting, weour ~~recognize~~assets ~~liabilities~~are asmeasured ~~they~~at ~~would~~their ~~have~~estimated ~~been~~net ~~recognized~~realizable ~~under~~value, or liquidation value, which represents the ~~going~~amount of ~~concern~~their ~~basis~~estimated ascash ~~adjusted~~proceeds ~~for~~or ~~the~~other ~~timing~~consideration ~~assumptions~~from ~~related~~liquidation, based on current contracts, estimates and other indications of sales value, and may include previously unrecognized assets that we may expect to either sell in the course of our liquidation ~~process~~or use in settling liabilities, such as trademarks or other intangibles. The two areas that require the most significant, subjective and ~~they~~complex ~~will~~judgements ~~not~~and beestimates ~~reduced~~are to(i) properties ~~expected~~for ~~settlement~~sale ~~values~~and ~~prior~~(ii) liability tofor estimated ~~settlement~~costs in excess of estimated receipts during liquidation.

~~These~~Properties ~~estimates~~for ~~will~~sale be periodically reviewed and adjusted as appropriate. There can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or the amount of future distributions or our actual dissolution.

~~The~~In ~~valuation~~developing ofthe ~~our~~estimated ~~assets~~net ~~and~~realizable ~~liabilities,~~value asfor ~~described~~our ~~above,~~properties ~~represents~~held ~~estimates~~for sale, ~~based~~we onutilized ~~present~~third ~~facts~~party ~~and~~valuation ~~circumstances~~experts, ofreal ~~the~~estate ~~net~~brokers, ~~realizable~~the expertise ~~value~~ of ~~the~~our ~~assets~~Trustees, and ~~costs~~forecasts ~~associated~~generated ~~with~~by ~~carrying~~management. ~~out~~For ~~the~~estimated ~~Plan.~~real ~~The~~estate ~~actual~~ values, ~~and~~we ~~costs~~consider ~~associated~~comparable ~~with~~sales ~~carrying~~transactions, ~~out~~our ~~the~~past ~~Plan~~experience ~~may~~selling ~~differ~~properties ~~from~~of ~~amounts reflected in~~ the ~~accompanying~~Company ~~consolidated~~and, ~~financial~~in ~~statements~~certain ~~because~~instances, ofindicative ~~the~~offers, ~~Plan's~~as well ~~inherent~~as ~~uncertainty.~~capitalization ~~These~~rates ~~differences~~observed ~~may~~for beincome-producing ~~material~~real estate. InAll ~~particular, these~~ estimates ~~will~~by ~~vary~~nature ~~with~~involve ~~the~~a ~~length~~large degree of ~~time~~judgement ~~necessary~~and sensitivity to ~~complete~~ the ~~Plan~~underlying assumptions.

~~Net~~Estimated ~~assets~~costs in ~~liquidation~~excess ~~represents~~of ~~the~~ estimated ~~liquidation~~receipts ~~value~~during ~~to our unitholders upon~~ liquidation. It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our unitholders and no assurance can be given that the distributions will equal or exceed the estimate presented in these consolidated financial statements.

~~Subsequent~~The ~~Events~~liquidation basis of accounting requires the estimation of net cash flows from operations and all costs associated with implementing and completing the plan of liquidation. We project that we will have estimated costs in excess of estimated receipts during the liquidation period. These amounts can vary significantly due to, among other things, the timing of property sales, estimates of direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities, the costs associated with the winding up of operations, and other costs that we may incur which are not currently foreseeable. These receipts and accruals will be adjusted periodically as projections and assumptions change. These receipts and costs are estimated and are anticipated to be collected and paid out over the liquidation period.

~~Events~~The ~~subsequent~~valuation toof ~~the~~our ~~Company’s~~assets ~~fiscal~~and ~~year~~liabilities, ~~ended~~as ~~December 31~~described above, ~~2022~~represents ~~through~~estimates, ~~the~~based ~~date~~on present facts and circumstances, of ~~issuance~~the net realizable value of the ~~financial~~assets ~~statements~~and ~~are~~costs ~~evaluated~~associated towith ~~determine~~carrying ifout the ~~nature~~Plan. The actual values and ~~significance~~costs ofassociated with carrying out the ~~events~~Plan ~~warrant~~may ~~inclusion~~differ from amounts reflected in the ~~Company’s~~accompanying consolidated financial statements because of the Plan’s inherent uncertainty. ~~See~~These ~~Note~~differences 10may be material. ~~Subsequent~~In ~~Events~~particular, these estimates will vary with the length of time necessary to complete the Plan.

~~Cash~~15 ~~and Cash Equivalents and Restricted Cash and Cash Equivalents~~

CashTable and cash equivalents and restricted cash and cash equivalents include highly liquid investments such as money market funds that have a maturity of three months or less. Our bank account balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. Contents

~~Restricted~~LUB ~~cash~~Liquidating ~~and~~Trust cash equivalents as of December 31, 2022 was $2.3 million. Amounts included in restricted cash at December 31, 2022 represent those required to be set aside for (1) collateral for letters of credit issued for potential insurance obligations, which letters of credit expire within 12 months and (2) prefunding of the credit limit under our corporate purchasing card program. We terminated our credit card program in the fourth quarter of 2022 and the restrictions on the $0.5 million restricted cash related to our credit card program were lifted in January 2023.

~~Accounts~~December ~~and~~31, ~~Notes~~2023 ~~Receivable~~

~~Under~~NEW ~~the~~ACCOUNTING ~~liquidation~~PRONOUNCEMENTS ~~basis of accounting, trade, notes and other receivables are stated at the amount of their estimated cash proceeds. See Note 5. Accounts and Notes Receivable.~~

~~Operating~~There ~~Leases~~are no new accounting pronouncements that are applicable or relevant to the Trust, under the Liquidation Basis of Accounting.

~~See~~16 ~~Note 4. Leases.~~

18Table of Contents

~~Income~~LUB ~~Taxes~~Liquidating Trust

~~The~~December ~~Trust is not subject to U.S. federal~~31, ~~state~~2023 and local income taxes. Beneficiaries of the Trust are individually liable for their respective share of the Trust’s taxable income. Accordingly, the Trust makes no provision for income taxes in its financial statements. The Trust owns all the shares of RFL which is subject to U.S. federal, state and local income taxes as a corporation.

~~Under~~Item ~~the liquidation basis of accounting, an estimate of future income tax liability for RFL is prepared based on the projected sale price of assets compared to the tax basis of the assets~~7A. ~~Additionally,~~Quantitative ~~the~~and ~~Company~~Qualitative ~~takes~~Disclosures ~~into~~About ~~consideration~~Market ~~any existing net loss or capital loss carryforwards in determining the estimate for future tax liabilities. See Note 6. Income Taxes~~Risk

~~COVID~~As a “smaller reporting company” as defined by Item 10 of Regulation S-19 K, the Company is not required to provide this information.

~~The~~17 ~~COVID-19 pandemic could continue to materially impact our cash flows and value of net assets in liquidation, while we monetize our remaining assets.~~

UseTable of EstimatesContents

InItem ~~preparing~~8. ~~financial~~Financial ~~statements~~Statements ~~in conformity with accounting principles generally accepted in the United States of America, we are required to make estimates~~ and ~~assumptions~~Supplementary that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.Data

~~Recent~~LUB ~~Accounting~~Liquidating ~~Pronouncements~~Trust

~~There~~Consolidated ~~are~~Statements noof ~~new~~Net ~~accounting~~Assets ~~pronouncements~~in ~~that~~Liquidation ~~are applicable or relevant to the Trust under the~~ (Liquidation Basis) ~~of Accounting.~~

19(Unaudited, in thousands)

Note 2. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation


	December 31, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	11,282	$	24,335
Accounts and notes receivable		13,498		15,305
Restricted cash and cash equivalents		963		2,333
Properties for sale		10,391		29,966

Total Assets	$	36,134	$	71,939

LIABILITIES
Accounts payable	$	257	$	109
Accrued expenses and other liabilities		2,388		3,737
Operating lease liabilities		735		3,770
Liability for estimated costs in excess of estimated receipts during liquidation		4,878		4,418
Other liabilities		—		25

Total Liabilities	$	8,258	$	12,059

Commitments and Contingencies
Net assets in Liquidation (Note 3)	$	27,876	$	59,880

The ~~liquidation~~accompanying ~~basis~~notes ofare ~~accounting~~an ~~requires~~integral ~~the~~part ~~estimation~~ of ~~net~~these ~~cash~~Consolidated ~~flows~~Financial ~~from operations and all costs associated with implementing and completing the Plan of Liquidation~~Statements. We project that we will have estimated costs in excess of estimated receipts during the remaining liquidation period. These amounts can vary significantly due to, among other things, the timing of property sales, estimates of direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities, the receipts and costs associated with the winding up of operations, and other costs that we may incur which are not currently foreseeable. These receipts and accruals will be adjusted periodically as projections and assumptions change. These receipts and costs are estimated and are anticipated to be collected and paid out over the liquidation period. The liability for estimated costs in excess of estimated receipts during liquidation at December 31, 2022 and May 31, 2022, respectively, was comprised of the following (in thousands):

	December 31, 2022		May 31, 2022
Total estimated receipts during remaining liquidation period	$	6,331	$	8,560
Total estimated costs of operations	(310)		(438)
Selling, general and administrative expenses	(8,306)		(8,503)
Interest component of operating lease payments	(1,081)		(1,315)
Capital expenditures	—		(5)
Sales costs	(1,052)		(1,264)
Total estimated costs during remaining liquidation period	(10,749)		(11,525)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(4,418)	$	(2,965)

TheTable change in the liability for estimated costs in excess of estimated receipts during liquidation between June 1, 2022 and December 31, 2022 are as follows (in thousands):Contents

	May 31, 2022		Net Change in Working Capital (3)		Changes in Estimated Future Cash Flows During Liquidation (4)		December 31, 2022
Assets:
Estimated net inflows from operations (1)	$	6,802	$	321	$	(2,183)	$	4,940
	6,802		321		(2,183)		4,940
Liabilities:
Sales costs	(1,264)		595		(383)		(1,052)
Corporate expenditures (2)	(8,503)		2,499		(2,302)		(8,306)
	(9,767)		3,094		(2,685)		(9,358)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(2,965)	$	3,415	$	(4,868)	$	(4,418)

LUB Liquidating Trust

~~(1)~~Consolidated ~~Estimated~~Statements ~~net inflows from operations consists~~ of ~~total~~Changes ~~estimated~~in ~~receipts~~Net ~~during~~Assets ~~liquidation~~in ~~less~~Liquidation ~~the sum of total estimated~~ (i)Liquidation ~~costs of operations, (ii~~Basis) ~~interest component of operating lease payments and (iii) capital expenditures.~~

(~~2) Corporate expenditures consists of selling~~Unaudited, ~~general~~in ~~and~~thousands) ~~administrative expenses.~~

(3) Net change in working capital represents changes in cash, restricted cash, accounts receivable, accounts payable, and accrued expenses and other liabilities as a result of the Company's activities for the respective periods.


	For the Year Ended December 31, 2023			For the Period June 1, 2022 to December 31, 2022
Net assets in liquidation, beginning of period	$	59,880		$	61,506
Changes in net assets in liquidation
Changes in liquidation value of properties for sale		(964	)		3,242
Changes in estimated cash flows during liquidation		261			(4,868	)
Liquidating distributions		(31,301	)		—

Changes in net assets in liquidation		(32,004	)		(1,626	)

Net assets in liquidation, end of period	$	27,876		$	59,880

~~(4)~~The ~~Changes~~accompanying innotes ~~estimated~~are ~~future~~an ~~cash~~integral ~~flows~~part ~~during~~of ~~liquidation~~these ~~includes~~Consolidated ~~adjustments~~Financial ~~to previous estimates and changes in estimated holding periods of our assets~~Statements.

2019

NoteTable 3.of Net Assets in LiquidationContents

~~Current~~LUB ~~Fiscal~~Liquidating ~~Period~~Trust ~~Activity~~

~~Net~~Notes ~~assets in liquidation decreased by $1.6 million during the period from May 31, 2022 through December 31, 2022. The decrease was primarily due~~ to aConsolidated ~~$4.9~~Financial ~~million~~Statements ~~net decrease due to the remeasurement of assets and liabilities, partially offset by a $3.2 million net increase in the estimated value of properties held for sale.~~

~~The $4.9 million net decrease generated by the remeasurement of assets and liabilities was mainly due to a $4.4 million decrease in projected future cash flows from operations and corporate activity~~December 31, ~~primarily~~2023 as a result of changes in estimated holding periods for our operating properties, as well as increases in actual and projected sales closing costs of $0.4 million. In addition, actual operating results fell short of projected operating results by $0.1 million.

~~The~~(Unaudited) net increase in properties held for sale was due to changes in values attributable to properties that have been sold, or are under contract to sell with non-refundable deposits, at prices that were different than our previously estimated liquidation values.

~~The~~Note ~~net assets in liquidation at December 31, 2022 would result in liquidating distributions of $~~1.91 ~~per Unit in the Trust based on 31~~Organization,~~298,052~~ ~~outstanding Units on that date. This estimate is dependent on projections of costs and expenses to be incurred during the period required to complete the~~ Plan ~~and the realization~~ of ~~estimated~~Liquidation ~~net realizable value of our properties~~ and ~~accounts~~Significant ~~and~~Accounting ~~notes~~Policies receivable. There is inherent uncertainty with these estimates, and they could change materially based on the timing of the remaining property sales, the performance of the underlying assets, and changes in the underlying assumptions of the projected cash flows. No assurance can be given that the liquidating distributions will equal or exceed the estimate presented in these consolidated financial statements.

~~Lease~~Organization ~~Obligations~~

WeAll ~~continue~~references to ~~negotiate~~the ~~with~~“Trust” ~~our~~refer ~~landlords~~to LUB Liquidating Trust and its consolidated subsidiaries and all references to ~~settle~~“Luby’s” refer to Luby’s, Inc., and ~~terminate~~the ~~our~~consolidated ~~existing~~subsidiaries ~~leases;~~of ~~however~~Luby’s, weInc. ~~can~~References ~~offer~~to no“Luby’s ~~assurances~~Cafeteria” ~~that~~refer wespecifically ~~will~~to ~~settle~~the ~~any~~Luby’s ~~lease~~Cafeteria ~~obligations~~brand ~~for~~restaurants. ~~less~~With ~~than~~respect to the ~~total~~period ~~undiscounted~~prior ~~base~~to ~~rent~~May 31, ~~payments~~2022, references to the “Company, “ “we,” “our,” or ~~for~~“us” ~~less~~refer ~~than~~to ~~their~~Luby’s ~~discounted~~and ~~value~~with ~~recorded~~respect ~~within~~to ~~net~~the ~~assets~~periods inafter ~~liquidation.~~May 31, ~~See~~2022, ~~Note~~refer 4.to ~~Leases~~the Trust.

~~Note~~Substantially 4all of Luby’s business was conducted through its wholly-owned subsidiary RFL, LLC (formerly known as Luby’s Fuddruckers Restaurants, LLC), a Texas Limited Liability Company (“RFL”). ~~Leases~~RFL is now a wholly-owned subsidiary of the Trust and substantially all of the Trust’s business is conducted through RFL.

~~Under~~On ~~the~~May 31, ~~liquidation~~2022, ~~basis~~Luby’s, ofthe ~~accounting,~~Trustees ~~lease~~identified ~~obligations~~below ~~are~~and ~~recorded~~Delaware atTrust Company (the ~~present~~“Resident ~~value~~Trustee”) ofentered into a Liquidating Trust Agreement (the ~~total~~“Liquidating ~~fixed~~Trust ~~lease~~Agreement”) ~~payments~~in ~~over~~connection with the ~~reasonably~~formation ~~certain~~of ~~lease~~a ~~term~~liquidating ~~using~~trust, ~~discount~~LUB ~~rates~~Liquidating asTrust (the “Trust”), for the benefit of the ~~effective~~Luby’s ~~date~~stockholders, ofto facilitate the ~~lease~~dissolution and termination of the ~~obligation~~Company isin ~~reduced~~accordance aswith wethe ~~make~~Plan ~~lease~~of ~~payments.~~Liquidation Weand ~~value~~Dissolution of the ~~operating~~Company ~~lease~~(the ~~right-~~“Plan of~~-use~~ ~~assets~~Liquidation” ator ~~zero,~~the ~~since~~“Plan”) wethat dowas ~~not~~previously ~~expect~~approved toby ~~receive~~the ~~cash~~Luby’s ~~proceeds~~stockholders oron ~~other~~November 17, 2020. ~~consideration~~The ~~for~~trustees of the ~~right-~~Trust consist of~~-use~~ ~~assets~~John Garilli, Gerald Bodzy and Joe C. McKinney (collectively, the “Trustees”), and the Resident Trustee.

~~The~~At ~~discount~~5:00 ~~rate~~p.m. ~~used~~Eastern toDaylight ~~determine~~Time on May 31, 2022 (“the ~~present~~Effective ~~value~~Time”), ofLuby’s ~~the lease payments~~transferred ~~was~~its ~~our~~remaining ~~estimated~~assets ~~collateralized~~(including ~~incremental~~its ~~borrowing~~member interest ~~rate~~in Luby’s Fuddruckers Restaurants, ~~based~~LLC, onwhich has been renamed RFL, LLC) and liabilities to the ~~yield~~Trust ~~curve~~pursuant ~~for~~to the ~~respective lease terms~~Plan of Liquidation. The last day of trading for Luby’s common stock, ~~since~~par wevalue ~~could~~$0.32 ~~not~~per ~~determine~~share, on the ~~interest~~New ~~rate~~York Stock ~~implicit~~Exchange inwas ~~the~~May ~~lease~~27, 2022.

~~Weighted-average~~At ~~lease~~the ~~terms~~Effective Time of the transfer, holders of Luby’s common stock automatically received one unit in the Trust (“Unit”) for each share of Luby’s Common stock held by such holder. Units in the Trust are not and ~~discount~~will ~~rates~~not ~~were~~be listed on the New York Stock Exchange, or any other exchange, and generally are not transferable except by will, intestate succession or operation of law. Pursuant to the Liquidating Trust Agreement, on and after May 31, 2022, all Luby’s outstanding shares are automatically deemed to be cancelled. In anticipation of the transfer, the 500,000 shares of common stock Luby’s held as ~~follows~~Treasury Shares were cancelled.

			December 31, 2022
Weighted-average remaining lease term			4.80 years
Weighted-average discount rate			9.97%

The Company filed a Certificate of Dissolution with the Delaware Secretary of State, effective May 31, 2022.

	(In thousands)
Less than One Year	$	1,029
One to Three Years	1,508
Three to Five Years	1,388
Thereafter	926
Total lease payments	4,851
Less: imputed interest	(1,081)
Present value of operating lease obligations	$	3,770

The Trust will terminate upon the earlier of three years from the date of creation or the final distribution from the Trust of all Trust assets in compliance with the Delaware General Corporation Law, unless the Trustees determine that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of the Company or the Trust and to make any final distribution of any such proceeds.

21Basis of Consolidation

~~Abandoned~~The ~~Leased~~accompanying ~~Facilities~~consolidated -financial ~~Liability~~statements ~~for~~include ~~Store~~the ~~Closing~~accounts of the Trust and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

AsAccounting ofPeriods December 31, 2022, we classified four leased restaurants locations as abandoned. Although we remain obligated under the terms of the leases for the rent and other costs that may be associated with the leases, we decided to cease operations and we have no foreseeable plans to occupy the spaces as an operating restaurant in the future. The total liability represents the present value of the total amount of rent and other direct costs (such as common area costs, property taxes, and insurance allocated by the landlord) for the remaining lease term less the present value of any sublease income expected to be collected. During the period beginning June 1, 2022 and ended December 31, 2022 we settled and terminated one abandoned lease.

The ~~liability~~Trust’s ~~for~~fiscal ~~our~~year ~~abandoned~~will ~~leases~~be ~~were~~the astwelve ~~follows~~months ~~(in~~beginning ~~thousands)~~January 1 and ending December 31, with the prior period effective beginning June 1, 2022 and ending December 31, 2022.

	December 31, 2022
Included in Operating lease liabilities	$	486
Included in Accrued expenses and other liabilities	588
Total	$	1,074

Liquidation Basis of Accounting

~~Note~~The 5.liquidation ~~Accounts~~basis ~~and~~of ~~Notes~~accounting ~~Receivable~~differs significantly from the going concern basis, as summarized below.

In20 connection with the sale of the Fuddruckers brand and franchise business in fiscal 2021 and the sale of the Luby's Cafeterias brand name and business in fiscal 2022, we received secured promissory notes (the "Notes") from the respective buyers of the brands. The Notes are carried at the aggregate amount we expect to receive upon monetization of the Notes and are included in accounts and notes receivable in our consolidated statements of net assets in liquidation.

NoteTable 6.of Income TaxesContents

~~The~~LUB ~~following~~Liquidating ~~table~~Trust ~~details the categories of total income tax assets and liabilities resulting from the cumulative tax effects of RFL:~~

	December 31,2022
	(In thousands)
Deferred income tax assets:
Workers’ compensation, employee injury, and general liability claims	$	219
General business and foreign tax credits	10,823
Depreciation, amortization and impairments	2,772
Lease liabilities	987
Straight-line rent, dining cards, accruals, and other	395
Subtotal	15,196
Valuation allowance	(14,541)
Total deferred income tax assets	655
Deferred income tax liabilities:
Property taxes and other	763
Lease assets	588
Total deferred income tax liabilities	1,351
Net deferred income tax liability	$	(696)

Notes to Consolidated Financial Statements

At December 31, ~~2022,~~2023 we recognized a net deferred tax liability of $0.7 million after valuation allowance as a result of anticipated taxable gains to be generated from future property sales as part of our Plan of Liquidation and our ability to utilize our deferred tax assets. The most significant deferred tax asset prior to valuation allowance is our general business tax credits carryovers to future years of $10.8 million. This item may be carried forward up to twenty years for possible utilization in the future. The carryover of general business tax credits, beginning in fiscal 2005, will begin to expire at the end of fiscal 2025 through 2039, if not utilized by then. The utilization of general business credits is subject to limitations based on the federal income tax liability before applying the general business credits within a tax year. Deferred tax assets available to be utilized against state taxable gains generated on future property sales will differ per state jurisdiction. The net deferred tax liability is included in other liabilities on our consolidated statement of net assets in liquidation at December 31, 2022.

22(Unaudited)

~~Deferred~~Note income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future, as well as from tax net operating losses and tax credit carryovers1. ~~We establish a valuation allowance when we no longer consider it more likely than not that a deferred tax asset will be realized. In evaluating our ability to recover our deferred tax assets~~Organization, ~~we consider available positive and negative evidence, including scheduled reversals of deferred tax liabilities, tax-planning strategies and existing business conditions, including the~~ Plan of Liquidation. Inand ~~the~~Significant ~~third~~Accounting ~~quarter~~Policies of(Continued) fiscal 2018, we concluded that a full valuation allowance on our net deferred tax assets was necessary. As of December 31, 2022, we recognized a net deferred tax liability due to our expectation that we will be able to utilize our deferred tax assets as a result of implementing our Plan of Liquidation.

~~Our~~Under ~~income~~the ~~tax~~liquidation ~~filings~~basis ~~are~~of ~~periodically~~accounting, ~~examined~~the byconsolidated ~~various~~balance ~~federal~~sheet and ~~state~~consolidated ~~jurisdictions.~~statements ~~There~~of ~~are~~operations, noequity ~~open examinations by federal~~ and ~~state~~cash ~~income~~flows ~~tax~~are ~~jurisdictions.~~no ~~The Company's U~~longer presented.S. ~~federal income tax return remains open to examination for fiscal 2020 through fiscal period ended May 31, 2022.~~

WeThe ~~paid~~liquidation ~~federal~~basis ~~income~~of ~~taxes~~accounting ofrequires ~~$0.6 million~~a ~~during~~statement ~~the~~of ~~period~~net ~~beginning~~assets ~~June~~in 1liquidation, ~~2022~~a statement of changes in net assets in liquidation and all ~~ended~~disclosures ~~December~~necessary ~~31,~~to ~~2022~~present relevant information about our expected resources in liquidation. The ~~Company~~liquidation ~~has~~basis ~~had~~of ~~income~~accounting ~~tax~~may ~~filing~~only ~~requirements~~be inapplied ~~over~~prospectively 15from ~~states.~~the ~~State~~day ~~income~~liquidation ~~tax~~becomes ~~payments~~imminent ~~were~~and ~~$10~~the ~~thousand~~initial ~~during~~statement ~~the~~of changes ~~period~~in ~~beginning~~net ~~June~~assets 1,in ~~2022~~liquidation ~~and~~may ~~ended~~present ~~December~~only ~~31,~~changes ~~2022~~in net assets that occurred during the period since that date.

~~Management~~Under ~~believes~~the ~~that~~liquidation ~~adequate~~basis of ~~provisions~~accounting, ~~for~~our ~~income~~assets ~~taxes~~are ~~have~~measured ~~been~~at ~~reflected~~their inestimated net realizable value, or liquidation value, which represents the ~~financial~~amount ~~statements~~of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and other isindications ~~not~~of ~~aware~~sales value. In developing these estimates, we utilized third party valuation experts, investment bankers, real estate brokers, the expertise of ~~any~~our ~~significant~~Trustees, ~~exposure~~and ~~items~~forecasts ~~that~~generated ~~have~~by ~~not~~our ~~been~~management. ~~reflected~~For estimated real estate values, we considered comparable sales transactions, our past experience selling properties of the Company and, in certain instances, indicative offers, as well as capitalization rates observed for income-producing real estate. All estimates by nature involve a large degree of judgment and sensitivity to the ~~financial~~underlying ~~statements~~assumptions.

~~Note~~The 7liquidation basis of accounting requires us to accrue and present separately, without discounting, the estimated disposal and other costs, including any costs associated with the sale or settlement of our assets and liabilities and the estimated operating income or loss that we reasonably expect to incur, including providing for federal income taxes during the remaining expected duration of the liquidation period. ~~Current~~In ~~Accrued~~addition, ~~Expenses~~deferred tax assets previously provided for under the going concern basis of accounting, which include net operating losses and ~~Other~~other ~~Liabilities~~tax credits, may be realized partially or in full, subject to IRS limitations, to offset taxable income we expect to generate from the liquidation process.

~~The~~Under ~~following~~the ~~table~~liquidation ~~sets~~basis ~~forth~~of ~~current~~accounting, ~~accrued~~we ~~expenses~~recognize ~~and~~liabilities ~~other~~as ~~liabilities~~they would have been recognized under the going concern basis as ofadjusted ~~December 31,~~for ~~2022~~the timing assumptions related to the liquidation process and they will not be reduced to expected settlement values prior to settlement.

	December 31,2022
	(In thousands)
Accrued claim and insurance	$	1,039
Taxes, other than income	988
Income taxes, net	696
Lease termination costs	588
Legal and other	426
Total	$	3,737

These estimates will be periodically reviewed and adjusted as appropriate. There can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or the amount of future distributions or our actual dissolution.

~~(1) See~~The ~~Note~~valuation 4.of ~~Leases~~our ~~for~~assets ~~further~~and ~~discussion~~liabilities, as described above, represents estimates, based on present facts and circumstances, of ~~lease~~the ~~termination~~net realizable value of the assets and costs associated with carrying out the Plan. The actual values and costs associated with carrying out the Plan may differ from amounts reflected in the accompanying consolidated financial statements because of the Plan’s inherent uncertainty. These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan.

~~Note 8~~Net assets in liquidation represents the estimated liquidation value to our unitholders upon liquidation. ~~Commitments~~It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our unitholders and ~~Contingencies~~no assurance can be given that the distributions will equal or exceed the estimate presented in these consolidated financial statements.

~~Off-Balance~~Subsequent ~~Sheet~~Events ~~Arrangements~~

~~The~~Events subsequent to the Company’s ~~has~~fiscal noyear ~~off-balance~~ended ~~sheet~~December 31, ~~arrangements~~2023 through the date of issuance of the financial statements are evaluated to determine if the nature and significance of the events warrant inclusion in the Company’s consolidated financial statements. See Note 10. Subsequent Events.

~~Claims~~21

FromTable time to time, we are subject to various private lawsuits, administrative proceedings and claims that arise in the ordinary course of our former business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employees and others related to issues common to the restaurant industry, as well as matters related to our real estate holdings, or the leases associated with such holdings. We believe that the final disposition of these types of lawsuits, proceedings, and claims will not have a material adverse effect on the Company’s cash flows and net assets under liquidation. Contents

~~Note 9.~~LUB ~~Related~~Liquidating ~~Parties~~Trust

~~Effective~~Notes ~~January~~to ~~27,~~Consolidated 2021, the Luby's Board of Directors appointed John Garilli as the Company’s Interim President and Chief Executive Officer. Additionally, effective September 8, 2021, the Luby's Board of Directors appointed Eric Montague as the Company’s Interim Chief Financial ~~Officer.~~Statements The Company and Mr. Garilli’s and Mr. Montague’s employer, Winthrop Capital Advisors LLC (“WCA”), entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and paid a monthly fee of $30,000 for so long as Mr. Garilli and Mr. Montague served the Company in said positions. The Company has also entered into an Indemnity Agreement with Mr. Garilli and WCA. Mr. Garilli is also a member of the Trust's Board of Trustees, effective May 31, 2022. Mr. Garilli receives a fee of $20,000 per calendar quarter for his services as a Trustee.

~~The Company and WCA had previously entered into agreements~~December 31, ~~pursuant~~2023 ~~to which WCA provides treasury and accounting services for approximately $14,000 per month.~~

23(Unaudited)

~~WCA~~Note ~~continues to provide services to the Trust as it did for the Company, currently on the same terms as noted above~~1. ~~During the period June 1~~Organization, ~~2022~~Plan ~~through~~of ~~December~~Liquidation ~~31,~~and ~~2022,~~Significant weAccounting ~~paid~~Policies ~~WCA~~(Continued) ~~approximately $358,000 for the above-mentioned services.~~

~~Note~~Cash ~~10.~~and ~~Subsequent~~Cash ~~Events~~Equivalents and Restricted Cash and Cash Equivalents

~~Subsequent~~Cash toand ~~December 31,~~cash ~~2022,~~equivalents weand ~~sold~~restricted ~~three~~cash ~~properties~~and ~~for~~ cash ~~consideration~~equivalents include highly liquid investments such as money market funds that have a maturity of ~~approximately~~three months ~~$14~~or less.5 ~~million~~Our bank account balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution.

24Restricted cash and cash equivalents as of December 31, 2023 and 2022 was $1.0 million and $2.3 million, respectively. Amounts included in restricted cash represent those required to be set aside for (1) collateral for letters of credit issued for potential insurance obligations, which letters of credit expire within 12 months and (2) prefunding of the credit limit under our corporate purchasing card program. We terminated our credit card program in the fourth quarter of 2022 and the restrictions on the $0.5 million restricted cash related to our credit card program were lifted in January 2023.

~~Item 9.~~Accounts ~~Changes in~~ and ~~Disagreements~~Notes ~~with~~Receivable ~~Accountants on Accounting and Financial Disclosure None.~~

~~Item 9A~~Under the liquidation basis of accounting, trade, notes and other receivables are stated at the amount of their estimated cash proceeds. ~~Controls~~See Note 5. Accounts and ~~Procedures~~Notes Receivable.

~~Evaluation~~Operating ofLeases ~~Disclosure Control and Procedures~~

AnSee ~~evaluation~~Note was performed under the supervision and with the participation of our management, including our Trustees, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15€(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 20224. Based on that evaluation, our Trustees have concluded that, as of December 31, 2022, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosureLeases.

~~Management’s~~Income ~~Report~~Taxes ~~on Internal Control over Financial Reporting~~

The ~~Liquidating~~ Trust’s ~~management~~ is ~~responsible~~not ~~for~~subject ~~establishing~~to ~~and maintaining adequate internal control over financial reporting~~U.S. federal, asstate ~~such term is defined in Exchange Act Rules 13a-15(f)~~ and ~~15d-15(f).~~local ~~Because~~income ~~of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements~~taxes. ~~Also,~~Beneficiaries ~~projections~~ of ~~any~~the ~~evaluation~~Trust ~~of effectiveness to future periods~~ are ~~subject~~individually toliable ~~risk~~for ~~that~~their ~~controls~~respective ~~may~~share ~~become inadequate because~~ of ~~changes in conditions, or that~~ the ~~degree~~Trust’s oftaxable ~~compliance with the policies or procedures may deteriorate~~income. ~~Our management~~Accordingly, ~~including our Trustees, have evaluated~~ the ~~effectiveness~~Trust ofmakes ~~our~~no ~~internal~~provision ~~control~~for ~~over~~income ~~financial~~taxes ~~reporting based on the framework~~ in ~~Internal~~its ~~Control~~financial –statements. ~~Integrated~~The Trust ~~Framework-2013~~owns ~~issued~~all by the ~~Committee~~member interests of ~~Sponsoring~~RFL ~~Organizations~~which ofis ~~the~~subject ~~Treadway~~to ~~Commission~~U.S. ~~Based on our evaluation~~federal, westate ~~concluded~~and ~~that~~local ~~our~~income ~~internal~~taxes ~~control over financial reporting was effective~~ as ofa ~~December 31, 2022~~corporation.

~~Changes~~Under the liquidation basis of accounting, an estimate of future income tax liability for RFL is prepared based on the projected sale price of assets compared to the tax basis of the assets. Additionally, the Company takes into consideration any existing net loss or capital loss carryforwards in ~~Internal~~determining ~~Control~~the ~~over~~estimate ~~Financial~~for ~~Reporting~~future tax liabilities. See Note 6. Income Taxes

~~During~~Use ~~the period ended December 31, 2022, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)~~ of ~~the~~Estimates ~~Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~

~~Item~~In preparing financial statements in conformity with accounting principles generally accepted in the United 9BStates of America, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. ~~Other~~Actual ~~Information~~ results could differ from these estimates.

~~None.~~Recent Accounting Pronouncements

25There are no new accounting pronouncements that are applicable or relevant to the Trust under the Liquidation Basis of Accounting.

~~PART~~22 ~~III~~

Item 10.Table Directors,of Executive Officers and Corporate GovernanceContents

~~The~~LUB ~~Trust~~Liquidating ~~does not have directors or executive officers. All management and executive authority over the~~ Trust resides with the Trustees. References to our Trustees in this report mean our Trustees for the periods after May 31, 2022 and references to our directors and the Board mean the directors and the board of directors of the Company for the period prior to May 31, 2022. As of the date of this report, our Trustees, their ages, their year first elected, their business experience and principal occupation, their directorships in public corporations and investment companies are as follows:

~~TRUSTEES~~Notes to Consolidated Financial Statements

~~GERALD W. BODZY, 71, has served as a Trustee since inception of the Trust on May~~ December 31, ~~2022.~~2023 Mr. Bodzy previously served as an independent director of the Company from 2016 until the inception of the Trust and served as Chairman of the Board, a member of Nominating and Corporate Governance Committee, Co-Chair of the Board Special Committee, a member of the Finance and Audit Committee, and a member of the Compensation Committee. Mr. Bodzy was President and owner of Showcase Custom Vinyl Windows and Doors, a manufacturer of residential windows in Houston, Texas from 2004 until he retired in November 2020. From 1990 to 2000, Mr. Bodzy was a Managing Director of Stephens, Inc. where he headed the investment banking firm’s Houston office. From 1979 to 1990, he was employed by Smith Barney, Inc. in New York where he was a Managing Director from 1986 to 1990. From 1976 to 1990, he worked in the real estate group at General Crude Oil Company in Houston. Mr. Bodzy is a former director of Oshman’s Sporting Goods, Benchmark Electronics, and Republic Bankshares of Texas. Mr. Bodzy earned a B.A. Degree in Economics from the University of Texas in 1973 and a J.D. Degree from the University of Texas School of Law in 1976 and is a member of Phi Beta Kappa. Mr. Bodzy serves on the board of directors of the Boys & Girls Clubs of Greater Houston and is Chairman of the Board of the Boys & Girls Clubs of Greater Houston Foundation.

JOHN GARILLI, 58, has served as a Trustee since inception of the Trust on May 31, 2022. Mr. Garilli previously served as the Company’s Interim President and Chief Executive Officer from January 2021 until the inception of the Trust on May 31, 2022. Mr. Garilli has been a member of Winthrop Capital Advisors LLC (~~“WCA”~~Unaudited) and its affiliates since 1995 serving in various capacities, previously in its accounting department, and is currently serving as its President and Chief Operating Officer. Mr. Garilli has served as the Interim Chief Financial Officer of Seritage Growth Properties, a NYSE-listed real estate company, since January 2022. Mr. Garilli has served as Chief Executive Officer, President, Chief Financial Officer, Treasurer, and Secretary of New York REIT Liquidating LLC (“NYRTLLC”) since November 2018. Mr. Garilli served as the Chief Executive Officer of New York REIT, Inc. (“NYRT”), a NYSE-listed real estate investment trust and the predecessor to NYRTLLC, from July 2018 until November 2018 and as the Chief Financial Officer, Secretary, and Treasurer of NYRT from March 2017 until November 2018. Mr. Garilli served as Chief Accounting Officer of Winthrop Realty Trust (“WRT”), a NYSE-listed real estate investment trust, from 2006 until his appointment to Chief Financial Officer in 2012, a position held until its liquidation in August 2016. Mr. Garilli worked in a similar capacity at WRT’s successor, Winthrop Realty Liquidating Trust, from August 2016 until its final liquidation in December 2019. Mr. Garilli holds an MBA from Babson College and a BA from the College of the Holy Cross.

~~JOE~~Note C2. ~~McKINNEY,~~Estimated ~~76,~~Costs has served as a Trustee since inception of the Trust on May 31, 2022. Mr. McKinney previously served as an independent director of the Company from January 2003 until inception of the Trust on May 31, 2022 and ~~served~~Estimated asReceipts ~~chair~~During ofLiquidation the Finance and Audit Committee, a member of the Nominating and Corporate Governance Committee, a member of the Compensation Committee, and a co-Chair of the Special Committee. Mr. McKinney was Vice-Chairman of Broadway National Bank, a locally owned and operated San Antonio-based bank, from October 2002 until his retirement in March 2020. He formerly served as Chairman of the board of directors and Chief Executive Officer of JPMorgan Chase Bank-San Antonio from November 1987 until his retirement there in March 2002. Mr. McKinney graduated from Harvard University in 1969 with a Bachelor of Arts in Economics, and he graduated from the Wharton School of the University of Pennsylvania in 1973 with a Master of Business Administration in Finance. He is a former director of Broadway National Bank, Broadway Bancshares, Inc., New York REIT Liquidating LLC, a successor to New York REIT, Inc., a publicly traded real estate investment trust, USAA Real Estate Company; US Industrial REIT I, II, and III; US Global Investors Funds; and Prodigy Communications Corporation.

26The liquidation basis of accounting requires the estimation of net cash flows from operations and all costs associated with implementing and completing the Plan of Liquidation. We project that we will have estimated costs in excess of estimated receipts during the remaining liquidation period. These amounts can vary significantly due to, among other things, the timing of property sales, estimates of direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities, the receipts and costs associated with the winding up of operations, and other costs that we may incur which are not currently foreseeable. These receipts and accruals will be adjusted periodically as projections and assumptions change. These receipts and costs are estimated and are anticipated to be collected and paid out over the liquidation period, which is currently estimated to run through December 31, 2026. The liability for estimated costs in excess of estimated receipts during the year ended at December 31, 2023 and for the period June 1, 2022 to December 31, 2022, respectively, was comprised of the following (in thousands):

CORPORATE GOVERNANCE


	Year Ended December 31, 2023			June 1, 2022 to December 31, 2022
Total estimated receipts during remaining liquidation period	$	1,974		$	6,331

Total estimated costs of operations		—			(310	)
General and administrative expenses		(6,287	)		(8,306	)
Interest component of operating lease payments		(179	)		(1,081	)
Capital expenditures		—			—
Sales costs		(386	)		(1,052	)

Total estimated costs during remaining liquidation period		(6,852	)		(10,749	)

Liability for estimated costs in excess of estimated receipts during liquidation	$	(4,878	)	$	(4,418	)

~~Audit~~The ~~Committee~~change in the estimated costs and estimated receipts for the year ended December 31, 2023 are as follows (in thousands):

Due to the limited operations and level of activity, which primarily includes the sale of our remaining assets and the payment of outstanding obligations, we do not have an audit committee or other committee that performs similar functions and, consequently, have not designated an audit committee financial expert. Nonetheless, we believe that each of Gerald Bodzy, Joe C. McKinney and John Garilli satisfies the definition of an audit committee financial expert set forth in Item 407(d) of Regulation S-K.


	January 1, 2023			Net Change in Working Capital (3)			Changes in Estimated Future Cash Flows During Liquidation (4)			December 31, 2023
Assets:
Estimated net inflows from operations ⁽¹⁾	$	4,940		$	(1,015	)	$	(2,130	)	$	1,795

	$	4,940		$	(1,015	)	$	(2,130	)	$	1,795

Liabilities:
Sales Costs		(1,052	)		713			(47	)		(386	)
Corporate expenditures ⁽²⁾		(8,306	)		311			1,708			(6,287	)

		(9,358	)		1,024			1,661			(6,673	)

Liability for estimated costs in excess of estimated receipts during liquidation	$	(4,418	)	$	9		$	(469	)	$	(4,878	)

~~Process~~23 ~~for Recommending Trustee Nominees~~

TheTable Trust is not required to, and does not have, a formal nominating and corporate governance committee and, as a result, has not established a nominating and corporate governance committee. The Liquidating Trust Agreement provides that there shall initially be three trustees of the Trust and that a majority of Trustees or holders of Units holding a majority of the Units (a “Majority-in-Interest”) may change the number of Trustees. Any Trustee may resign at any time by giving written notice to the remaining Trustees, and such resignation shall be eﬀective upon the date provided in such notice. Any Trustee may be removed, with or without cause, by a Majority-in-Interest or a majority of remaining Trustees. The Trustees may not remove a Trustee selected by a Majority-in-Interest, nor may the Trustees re-appoint any Trustee removed by a Majority-in-Interest. If a Trustee resigns or is removed, a majority of remaining Trustee(s) or, if there is none, a Majority-in-Interest, may appoint a successor or successors. Contents

~~Code~~LUB ofLiquidating ~~Ethics~~Trust

~~The~~Notes ~~Trust has not adopted a code of ethics, nor do we currently intend~~ to ~~due~~Consolidated toFinancial ~~the~~Statements fact that our Trustees manage our business and affairs subject to fiduciary duties. Our Trustees intend to promote honest and ethical conduct, including full and fair disclosure in our reports to the SEC and compliance with applicable governmental laws and regulations.

~~Item~~December ~~11.~~31, ~~Executive~~2023 ~~Compensation~~

~~Compensation~~(Unaudited) ~~Matters Beginning May 31, 2022~~

~~Since~~Note ~~the formation of the Trust on May 31, 2022, we have had no executive officers or employees performing policy making functions~~2. ~~The~~Estimated ~~Trustees~~Costs ~~perform our day-to-day management~~ and ~~are~~Estimated ~~entitled~~Receipts toDuring ~~receive~~Liquidation ~~compensation~~(Continued) for their services as Trustees. Pursuant to the Liquidating Trust Agreement, the Chairman selected by a majority of the Trustees receives $25,000 per fiscal quarter and the remaining Trustees receive $20,000 per fiscal quarter for their services. In addition, the Trustees will be reimbursed by the Trust for their reasonable expenses and disbursements incidental to Trustee duties. We do not currently intend to hire or compensate any executive officers or other employees.

~~TRUSTEE COMPENSATION~~The ~~FOR~~change ~~THE~~in ~~PERIOD~~the ~~BEGINNING~~estimated ~~JUNE~~costs and estimated receipts for the period from June 1, 2022 ~~AND~~to ~~ENDING DECEMBER~~ December 31, 2022 are as follows (in thousands):

Name		Fees Earned orPaid in Cash($)
	June 1, 2022			Net Changein WorkingCapital (3)		Changes inEstimated FutureCash Flows duringLiquidation (4)			December 31,2022
Gerald W. Bodzy		$	58,333
Assets:
John Garilli		$	46,667
Estimated net inflows from operations (1)	$	6,802		$	321	$	(2,183	)	$	4,940
Joe C. McKinney		$	46,667
		6,802			321		(2,183	)		4,940
Liabilities:
Sales Costs		(1,264	)		595		(383	)		(1,052	)
Corporate expenditures (2)		(8,503	)		2,499		(2,302	)		(8,306	)
		(9,767	)		3,094		(2,685	)		(9,358	)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(2,965	)	$	3,415	$	(4,868	)	$	(4,418	)

~~Item 12.~~(1) ~~Security~~Estimated ~~Ownership~~net inflows from operations consists of ~~Certain~~total ~~Beneficial~~estimated ~~Owners~~receipts ~~and~~during ~~Management~~liquidation less the sum of total estimated (i) costs of operations, (ii) interest component of operating lease payments and ~~Related~~(iii) ~~Stockholder~~capital ~~Matters~~expenditures.

~~There is no public market for the units of beneficial interest in the Trust~~ (~~the "Units"~~2). OnCorporate ~~May~~expenditures ~~31,~~consist ~~2022, the Company filed its certificate~~ of ~~dissolution~~general ~~with the Secretary of State of Delaware, which became effective on that date,~~ and ~~transferred~~administrative ~~its remaining assets and liabilities to the Trust~~expenses. Upon the transfer of the assets and liabilities to the Trust, the Company's stock records were closed, all outstanding shares of the Company's common stock were cancelled, and each stockholder of the Company automatically became the holder of one Unit for each one share of common stock of the Company then currently held of record by such stockholder. The Units are not and will not be listed on any exchange or quoted on any quotation system. The Units generally are not transferable or assignable, except by will, intestate succession, or operation of law.

27(3) Net change in working capital represents changes in cash, restricted cash, accounts and notes receivable, accounts payable, and accrued expenses and other liabilities as a result of the Company’s activities for the respective periods.

~~The~~(4) ~~following~~Changes ~~table~~in ~~sets~~estimated ~~forth~~future ~~information~~cash asflows toduring ~~the~~liquidation ~~beneficial~~includes ~~ownership~~adjustments ofto ~~Units~~previous byestimates ~~(i) each of our Trustees~~ and ~~(ii)~~changes ~~all~~in ~~our~~estimated ~~Trustees~~holding asperiods ~~group as~~ of ~~March~~our ~~28, 2023~~assets.

Name (1)	UnitsBeneficiallyOwned	Percent ofUnits
Gerald W. Bodzy	240,854	*
John Garilli	—	*
Joe C. McKinney	319,845	1.02%
All Trustees as a group (3) persons	560,699	1.79%

Note 3. Net Assets in Liquidation

*RepresentsCurrent ~~beneficial~~Fiscal ~~ownership~~Year ofActivity ~~less than one percent of the Units issued and outstanding as of March 28, 2023.~~

~~(1)Except~~Net asassets ~~indicated~~ in liquidation ~~these~~decreased ~~notes~~by ~~and~~$32.0 million ~~subject~~for tothe ~~applicable~~year ~~community~~ended ~~property laws~~December 31, ~~each~~2023. ~~person~~The ~~named~~decrease inwas ~~the~~primarily ~~table~~driven ~~directly~~by ~~owns~~a ~~the~~$31.3 million ~~number~~cash ofliquidating ~~Units~~distribution ~~indicated~~in ~~and~~August ~~has~~2023, ~~sole~~and ~~ownership~~a ~~of such Units~~$0.9 million ~~Unless~~net ~~otherwise~~decrease ~~specified,~~in the ~~mailing~~estimated value ~~address~~ of ~~each~~properties ~~person~~held ~~named~~for insale ~~the~~offset ~~table~~by isa ~~Two~~$0.2 million ~~Liberty~~net ~~Square,~~increase ~~9th~~resulting ~~Floor,~~from ~~Boston,~~remeasurement ~~Massachusetts,~~of ~~02109~~assets and liabilities.

~~Item 13.~~The ~~Certain~~net ~~Relationships~~decrease ~~and~~in properties ~~Related~~held ~~Transactions~~for sale was due to changes in values attributable to properties that have been sold, ~~and~~or ~~Director~~were ~~Independence~~under contract as of December 31, 2023 with non-refundable deposits, at prices that were different than our previously estimated liquidation values.

~~CERTAIN~~Prior ~~RELATIONSHIPS~~Fiscal ~~AND~~Period ~~RELATED~~Activity ~~PERSON TRANSACTIONS~~

~~Related~~Net ~~Person~~assets ~~Transactions~~in liquidation decreased by $1.6 million for the period ended December 31, 2022. The decrease was primarily due to a $4.9 million net decrease due to the remeasurement of assets and liabilities, partially offset by a $3.2 million net increase in the estimated value of properties held for sale.

On24 July 23, 2002, the Company entered into an Indemnification Agreement with each member of the Company's Board under which the Company obligated itself to indemnify each director to the fullest extent permitted by applicable law so that he or she will continue to serve the Company free from undue concern regarding liabilities. The Company also entered into an Indemnification Agreement with each person becoming a member of the Board since July 23, 2002. The Board determined that uncertainties relating to liability insurance and indemnification have made it advisable to provide directors with assurance that liability protection will be available in the future.

EffectiveTable January 27, 2021, the Luby's Board of Directors appointed John Garilli as the Company’s Interim President and Chief Executive Officer. Additionally, effective September 8, 2021, the Luby's Board of Directors appointed Eric Montague as the Company’s Interim Chief Financial Officer. The Company and Mr. Garilli's and Mr. Montague’s employer, Winthrop Capital Advisors LLC (“WCA”), entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and will pay a monthly fee of $30,000 for so long as Mr. Garilli and Mr. Montague served the Company in said positions. The Company also entered into an Indemnity Agreement with Mr. Garilli and WCA. Mr. Garilli is also a member of the Trust's Board of Trustees, effective May 31, 2022. Mr. Garilli receives a fee of $20,000 per calendar quarter for his services as a Trustee.Contents

~~The~~LUB ~~Company~~Liquidating ~~and~~Trust ~~WCA had previously entered into agreements, pursuant to which WCA provides treasury and accounting services for approximately $14,000 per month.~~

~~WCA~~Notes ~~continues~~ to ~~provide~~Consolidated ~~services~~Financial toStatements the Trust as it did for the Company, currently on the same terms as noted above. During the period June 1, 2022 through December 31, 2022 we paid WCA approximately $358,000 for the above-mentioned services.

~~Pursuant to the Liquidating Trust Agreement~~December 31, ~~the~~2023 Trust and the Company will indemnify Delaware Trust Company, as the Resident Trustee, and any director, oﬃcer, aﬃliate, employee, employer, professional, agent or representative of the Resident Trustee and will advance expenses, defend and hold harmless from time to time against any and all losses, claims, costs, expenses and liabilities to which such indemnified parties may be subject by reason of such indemnified party’s performance of its duties pursuant to the discretion, power and authority conferred on such person by the Liquidating Trust Agreement or the Plan of Liquidation and Dissolution of the Company.

~~DIRECTOR~~(Unaudited) ~~INDEPENDENCE~~

~~Trustees~~Note of the Trust evaluated the independence of the Trustees that served during the period beginning June 1, 2022 and each Trustee or his immediate family and the Trust to determine whether any such transactions or relationships were material and, therefore, inconsistent with a determination that each such Trustee is independent3. ~~Based~~Net ~~upon~~Assets ~~that~~in ~~evaluation,~~Liquidation ~~the~~(Continued) ~~Trustees determined that the following were independent during the respective time each served as Trustees:~~

~~Gerald~~The W$4.9 million ~~Bodzy~~net decrease generated by the remeasurement of assets and liabilities was mainly due to a $4.4 million decrease in projected future cash flows from operations and corporate activity, primarily as a result of changes in estimated holding periods for our operating properties, as well as increases in actual and projected sales closing costs of $0.4 million. In addition, actual operating results fell short of projected operating results by $0.1 million.

~~Joe~~The Cnet increase in properties held for sale was due to changes in values attributable to properties that have been sold, or are under contract to sell with non-refundable deposits, at prices that were different than our previously estimated liquidation values. ~~McKinney~~

28The net assets in liquidation at December 31, 2023 would result in liquidating distributions of $0.89 per Unit in the Trust based on 31,298,052 outstanding Units on that date. This estimate is dependent on projections of costs and expenses to be incurred during the period required to complete the Plan and the realization of estimated net realizable value of our properties and accounts and notes receivable. There is inherent uncertainty with these estimates, and they could change materially based on the timing of the remaining property sales, the performance of the underlying assets, and changes in the underlying assumptions of the projected cash flows. No assurance can be given that the liquidating distributions will equal or exceed the estimate presented in these consolidated financial statements.

~~Item 14.~~Lease ~~Principal~~Obligations ~~Accountant Fees and Services~~

~~Fees~~We ~~Paid~~continue to negotiate with our landlords to settle and terminate our existing leases; however, we can offer no assurances that we will settle any lease obligations for less than the ~~Independent~~total ~~Registered~~undiscounted ~~Public~~base ~~Accounting~~rent ~~Firm~~payments, or for less than their discounted value recorded within net assets in liquidation. See Note 4. Leases.

~~The~~Note ~~Trust~~4. ~~did~~Leases ~~not engage independent auditors to perform an audit of the financial statements contained in this report for the period beginning June 1, 2022 and ended December 31, 2022.~~

29Under the liquidation basis of accounting, lease obligations are recorded at the present value of the total fixed lease payments over the reasonably certain lease term using discount rates as of the effective date of the lease and the obligation is reduced as we make lease payments. We value the operating lease right-of-use assets at zero, since we do not expect to receive cash proceeds or other consideration for the right-of-use assets.

~~PART~~The IVdiscount rate used to determine the present value of the lease payments was our estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, since we could not determine the interest rate implicit in the lease.

~~Item 15.~~Weighted-average ~~Exhibits,~~lease ~~Financial~~terms ~~Statement~~and ~~Schedules~~discount rates were as follows.

1. Financial Statements


	December 31, 2023
Weighted-average remaining lease term		6.83 years
Weighted-average discount rate		9.70	%

~~The~~25 ~~following financial statements are filed as part of this Report:~~

ConsolidatedTable statement of net assets in liquidation as of December 31, 2022Contents

~~Consolidated~~LUB ~~statement~~Liquidating ofTrust ~~changes in net assets in liquidation for the period from June 1, 2022 through December 31, 2022~~

Notes to ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements

2.December 31, ~~Financial~~2023 ~~Statement Schedules~~

As(Unaudited) ~~a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.~~

3Note 4. ~~Exhibits~~Leases (Continued)

~~The~~Operating ~~following~~lease ~~exhibits~~obligations ~~are~~maturities ~~filed~~in asaccordance awith ~~part~~Topic 842 as of ~~this~~December 31, ~~Report~~2023 were as follows:

3		Liquidating Trust Agreement, dated May 31, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2022, File No. 1-08308).
	(In thousands)
21		Subsidiaries of the Trust.
Less than One Year	$	283
31.1		Rule 13a-14(a)/15d-14(a) certification of the Trustees pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
One to Three Years		261
32.1		Section 1350 certification of the Trustees pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Three to Five Years		261
Thereafter		109
Total lease payments	$	914
Less: imputed interest		(179	)
Present value of operating lease obligations	$	735

~~_________________________~~ Abandoned Leased Facilities - Liability for Store Closing

~~Item~~As of December 1631, 2023, we remain obligated under the terms of leases for the rent and other costs related to four leased restaurants locations that were classified as abandoned in prior years. ~~Form~~The ~~10-K~~total ~~Summary~~liability represents the value of the total amount of rent and other direct costs (such as common area costs, property taxes and insurance allocated by the landlord) through the expiration date of the leases. The lease term on the four abandoned leases expired as of December 31, 2023.

~~None~~The liability for our abandoned leases were as follows (in thousands).


	December 31, 2023
Included in Accrued expenses and other liabilities		964

Total	$	964

~~SIGNATURES~~Note 5. Accounts and Notes Receivable

March 28, 2023		LUB LIQUIDATING TRUST
Date		(Registrant)
	By:	/s/ JOHN GARILLI
		John Garilli
		Trustee

In connection with the sale of the operating brands in prior years we received secured promissory notes (the “Notes”) from the respective buyers of the brands. The Notes are carried at the aggregate amount we expect to receive upon monetization of the Notes and are included in accounts and notes receivable in our consolidated statements of net assets in liquidation.

Signature and Title			Date
/S/ GERALD W. BODZY			March 28, 2023
Gerald W. Bodzy, Trustee
/S/ JOHN GARILLI			March 28, 2023
John Garilli, Trustee
/S/ JOE C. MCKINNEY			March 28, 2023
Joe C. McKinney, Trustee

Note 6. Income Taxes

Our income tax filings are periodically examined by various federal and state jurisdictions. There are no open examinations by federal and state income tax jurisdictions. The Trust’s U.S. federal income tax return remains open to examination for the year ended December 31, 2022. Luby’s Inc.’s U.S. federal income tax return remains open to examination for the fiscal period 2020 through fiscal period ended May 31, 2022. RFL’s U.S. federal income tax return remains open to examination for the fiscal periods ended August 31, 2022 through August 31, 2023.

We paid federal income taxes of $0 and $0.6 million for the year ended December 31, 2023 and the period June 1, 2022 through December 31, 2022, respectively. For 2023, the Company had income tax filing requirements in five states. State income tax payments were $0.7 million and $10 thousand for the year ended December 31, 2023 and the period June 1, 2022 and ended December 31, 2022, respectively.

LUB Liquidating Trust

Notes to Consolidated Financial Statements

December 31, 2023

(Unaudited)

Note 6. Income Taxes (continued)

Management believes that adequate provisions for income taxes have been reflected in the financial statements and is not aware of any significant exposure items that have not been reflected in the financial statements.

Note 7. Current Accrued Expenses and Other Liabilities

The following table sets forth current accrued expenses and other liabilities, in thousands.


	December 31, 2023		December 31, 2022
Accrued claim and insurance	$	759	$	1,039
Taxes, other than income		5		988
Income taxes, net		245		696
Lease termination costs ⁽¹⁾		964		588
Legal and other		415		426

Total	$	2,388	$	3,737

⁽¹⁾	See Note 4. Leases for further discussion of lease termination costs.

Note 8. Commitments and Contingencies

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Claims

From time to time, we are subject to various private lawsuits, administrative proceedings and claims that arise in the ordinary course of our former business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employees and others related to issues common to the restaurant industry, as well as matters related to our real estate holdings, or the leases associated with such holdings. We believe that the final disposition of these types of lawsuits, proceedings, and claims will not have a material adverse effect on the Company’s cash flows and net assets under liquidation.

Note 9. Related Parties

Effective January 27, 2021, the Luby’s Board of Directors appointed John Garilli as the Company’s Interim President and Chief Executive Officer. Additionally, effective September 8, 2021, the Luby’s Board of Directors appointed Eric Montague as the Company’s Interim Chief Financial Officer. The Company and Mr. Garilli’s and Mr. Montague’s employer, Winthrop Capital Advisors LLC (“WCA”), entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and paid a monthly fee of $30,000 for so long as Mr. Garilli and Mr. Montague served the Company in said positions. The Company has also entered into an Indemnity Agreement with Mr. Garilli and WCA.

LUB Liquidating Trust

Notes to Consolidated Financial Statements

December 31, 2023

(Unaudited)

Note 9. Related Parties (Continued)

The Company and WCA had previously entered into agreements, pursuant to which WCA provides treasury and accounting services for approximately $16,000 per month.

WCA continues to provide services to the Trust as it did for the Company, currently on the same terms as noted above. During the year ended December 31, 2023 and period ended December 31, 2022, we paid WCA approximately $550,000 and $358,000, respectively, for the above-mentioned services.

Mr. Garilli is also a member of the Trust’s Board of Trustees, effective May 31, 2022. Mr. Garilli receives a fee of $20,000 per calendar quarter for his services as a Trustee.

Note 10. Subsequent Events

Subsequent to December 31, 2023, we sold one property for cash consideration of approximately $1.4 million.

LUB Liquidating Trust

December 31, 2023

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Control and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Trustees, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15€(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2023. Based on that evaluation, our Trustees have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The Liquidating Trust’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, including our Trustees, have evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework-2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2023.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2023, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

LUB Liquidating Trust

December 31, 2023

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Trust does not have directors or executive officers. All management and executive authority over the Trust resides with the Trustees. References to our Trustees in this report mean our Trustees for the periods after May 31, 2022 and references to our directors and the Board mean the directors and the board of directors of the Company for the period prior to May 31, 2022. As of the date of this report, our Trustees, their ages, their year first elected, their business experience and principal occupation, their directorships in public corporations and investment companies are as follows:

TRUSTEES

GERALD W. BODZY, 72, has served as a Trustee since inception of the Trust on May 31, 2022. Mr. Bodzy previously served as an independent director of the Company from 2016 until the inception of the Trust and served as Chairman of the Board, a member of Nominating and Corporate Governance Committee, Co-Chair of the Board Special Committee, a member of the Finance and Audit Committee, and a member of the Compensation Committee. Mr. Bodzy was President and owner of Showcase Custom Vinyl Windows and Doors, a manufacturer of residential windows in Houston, Texas from 2004 until he retired in November 2020. From 1990 to 2000, Mr. Bodzy was a Managing Director of Stephens, Inc. where he headed the investment banking firm’s Houston office. From 1979 to 1990, he was employed by Smith Barney, Inc. in New York where he was a Managing Director from 1986 to 1990. From 1976 to 1990, he worked in the real estate group at General Crude Oil Company in Houston. Mr. Bodzy is a former director of Oshman’s Sporting Goods, Benchmark Electronics, and Republic Bankshares of Texas. Mr. Bodzy earned a B.A. Degree in Economics from the University of Texas in 1973 and a J.D. Degree from the University of Texas School of Law in 1976 and is a member of Phi Beta Kappa. Mr. Bodzy serves on the board of directors of the Boys & Girls Clubs of Greater Houston and is Chairman of the Board of the Boys & Girls Clubs of Greater Houston Foundation.

JOHN GARILLI, 59, has served as a Trustee since inception of the Trust on May 31, 2022. Mr. Garilli previously served as the Company’s Interim President and Chief Executive Officer from January 2021 until the inception of the Trust on May 31, 2022. Mr. Garilli has been a member of Winthrop Capital Advisors LLC (“WCA”) and its affiliates since 1995 serving in various capacities, previously in its accounting department, and is currently serving as its President and Chief Operating Officer. Mr. Garilli has served as the Interim Chief Financial Officer of Seritage Growth Properties, a NYSE-listed real estate company, since January 2022. Mr. Garilli has served as Chief Executive Officer, President, Chief Financial Officer, Treasurer, and Secretary of New York REIT Liquidating LLC (“NYRTLLC”) since November 2018. Mr. Garilli served as the Chief Executive Officer of New York REIT, Inc. (“NYRT”), a NYSE-listed real estate investment trust and the predecessor to NYRTLLC, from July 2018 until November 2018 and as the Chief Financial Officer, Secretary, and Treasurer of NYRT from March 2017 until November 2018. Mr. Garilli served as Chief Accounting Officer of Winthrop Realty Trust (“WRT”), a NYSE-listed real estate investment trust, from 2006 until his appointment to Chief Financial Officer in 2012, a position held until its liquidation in August 2016. Mr. Garilli worked in a similar capacity at WRT’s successor, Winthrop Realty Liquidating Trust, from August 2016 until its final liquidation in December 2019. Mr. Garilli holds an MBA from Babson College and a BA from the College of the Holy Cross.

JOE C. McKINNEY, 77, has served as a Trustee since inception of the Trust on May 31, 2022. Mr. McKinney previously served as an independent director of the Company from January 2003 until inception of the Trust on May 31, 2022 and served as chair of the Finance and Audit Committee, a member of the Nominating and Corporate Governance Committee, a member of the Compensation Committee, and a co-Chair of the Special Committee. Mr. McKinney was Vice-Chairman of Broadway National Bank, a locally owned and operated San Antonio-based bank, from October 2002 until his retirement in March 2020. He formerly served as Chairman of the board of directors and Chief Executive Officer of JPMorgan Chase Bank-San Antonio from November 1987 until his retirement there in March 2002. Mr. McKinney graduated from Harvard University in 1969 with a Bachelor of Arts in Economics, and he graduated from the Wharton School of the University of Pennsylvania in 1973 with a Master of Business Administration in Finance. He is a former director of Broadway National Bank, Broadway Bancshares, Inc., New York REIT Liquidating LLC, a successor to New York REIT, Inc., a publicly traded real estate investment trust, USAA Real Estate Company; US Industrial REIT I, II, and III; US Global Investors Funds; and Prodigy Communications Corporation.

LUB Liquidating Trust

December 31, 2023

CORPORATE GOVERNANCE

Audit Committee

Process for Recommending Trustee Nominees

The Trust is not required to, and does not have, a formal nominating and corporate governance committee and, as a result, has not established a nominating and corporate governance committee. The Liquidating Trust Agreement provides that there shall initially be three trustees of the Trust and that a majority of Trustees or holders of Units holding a majority of the Units (a “Majority-in-Interest”) may change the number of Trustees. Any Trustee may resign at any time by giving written notice to the remaining Trustees, and such resignation shall be effective upon the date provided in such notice. Any Trustee may be removed, with or without cause, by a Majority-in-Interest or a majority of remaining Trustees. The Trustees may not remove a Trustee selected by a Majority-in-Interest, nor may the Trustees re-appoint any Trustee removed by a Majority-in-Interest. If a Trustee resigns or is removed, a majority of remaining Trustee(s) or, if there is none, a Majority-in-Interest, may appoint a successor or successors.

Code of Ethics

The Trust has not adopted a code of ethics, nor do we currently intend to due to the fact that our Trustees manage our business and affairs subject to fiduciary duties. Our Trustees intend to promote honest and ethical conduct, including full and fair disclosure in our reports to the SEC and compliance with applicable governmental laws and regulations.

Item 11. Executive Compensation

Compensation Matters

Since the formation of the Trust on May 31, 2022, we have had no executive officers or employees performing policy making functions. The Trustees perform our day-to-day management and are entitled to receive compensation for their services as Trustees. Pursuant to the Liquidating Trust Agreement, the Chairman selected by a majority of the Trustees receives $25,000 per fiscal quarter and the remaining Trustees receive $20,000 per fiscal quarter for their services. In addition, the Trustees will be reimbursed by the Trust for their reasonable expenses and disbursements incidental to Trustee duties. We do not currently intend to hire or compensate any executive officers or other employees.

Trustee Compensation for the Year Ended December 31, 2023


Name	Fees Earned
Gerald W. Bodzy	$	100,000
John Garilli	$	80,000
Joe C. McKinney	$	80,000

LUB Liquidating Trust

December 31, 2023

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

There is no public market for the units of beneficial interest in the Trust (the “Units”). On May 31, 2022, the Company filed its certificate of dissolution with the Secretary of State of Delaware, which became effective on that date, and transferred its remaining assets and liabilities to the Trust. Upon the transfer of the assets and liabilities to the Trust, the Company’s stock records were closed, all outstanding shares of the Company’s common stock were cancelled, and each stockholder of the Company automatically became the holder of one Unit for each one share of common stock of the Company then currently held of record by such stockholder. The Units are not and will not be listed on any exchange or quoted on any quotation system. The Units generally are not transferable or assignable, except by will, intestate succession, or operation of law.

The following table sets forth information as to the beneficial ownership of Units by (i) each of our Trustees and (ii) all our Trustees as group as of March 20, 2024.


Name (1)	Units Beneficially Owned		Percent of Units
Gerald W. Bodzy		240,854		*
John Garilli		0		*
Joe C. McKinney		319,845		1.02	%

All Trustees as a group of 3 persons		560,699		1.79	%

*	Represents beneficial ownership of less than one percent of the Units issued and outstanding as of March 28, 2024.

(1)

Except as indicated in these notes and subject to applicable community property laws, each person named in the table directly owns the number of Units indicated and has sole ownership of such Units. Unless otherwise specified, the mailing address of each person named in the table is Two Liberty Square, 9th Floor, Boston, Massachusetts, 02109.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transactions

On July 23, 2002, the Company entered into an Indemnification Agreement with each member of the Company’s Board under which the Company obligated itself to indemnify each director to the fullest extent permitted by applicable law so that he or she will continue to serve the Company free from undue concern regarding liabilities. The Company also entered into an Indemnification Agreement with each person becoming a member of the Board since July 23, 2002. The Board determined that uncertainties relating to liability insurance and indemnification have made it advisable to provide directors with assurance that liability protection will be available in the future.

Effective January 27, 2021, the Luby’s Board of Directors appointed John Garilli as the Company’s Interim President and Chief Executive Officer. Additionally, effective September 8, 2021, the Luby’s Board of Directors appointed Eric Montague as the Company’s Interim Chief Financial Officer. The Company and Mr. Garilli’s and Mr. Montague’s employer, Winthrop Capital Advisors LLC (“WCA”), entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and will pay a monthly fee of $30,000 for so long as Mr. Garilli and Mr. Montague served the Company in said positions. The Company also entered into an Indemnity Agreement with Mr. Garilli and WCA. Mr. Garilli is also a member of the Trust’s Board of Trustees, effective May 31, 2022. Mr. Garilli receives a fee of $20,000 per calendar quarter for his services as a Trustee.

LUB Liquidating Trust

December 31, 2023

The Company and WCA had previously entered into agreements, pursuant to which WCA provides treasury and accounting services for approximately $14,000 per month.

WCA continues to provide services to the Trust as it did for the Company, currently on the same terms as noted above. For the year ended December 31, 2023, we paid WCA approximately $550,000 for the above-mentioned services.

Pursuant to the Liquidating Trust Agreement, the Trust and the Company will indemnify Delaware Trust Company, as the Resident Trustee, and any director, officer, affiliate, employee, employer, professional, agent or representative of the Resident Trustee and will advance expenses, defend and hold harmless from time to time against any and all losses, claims, costs, expenses and liabilities to which such indemnified parties may be subject by reason of such indemnified party’s performance of its duties pursuant to the discretion, power and authority conferred on such person by the Liquidating Trust Agreement or the Plan of Liquidation and Dissolution of the Company.

DIRECTOR INDEPENDENCE

Trustees of the Trust evaluated the independence of the Trustees that served for the year ended December 31, 2023 and each Trustee or his immediate family and the Trust to determine whether any such transactions or relationships were material and, therefore, inconsistent with a determination that each such Trustee is independent. Based upon that evaluation, the Trustees determined that the following were independent during the respective time each served as Trustees:

Gerald W. Bodzy

Joe C. McKinney

Item 14. Principal Accountant Fees and Services

Fees Paid to the Independent Registered Public Accounting Firm

The Trust did not engage independent auditors to perform an audit of the financial statements contained in this report for the year ended December 31, 2023.

LUB Liquidating Trust

December 31, 2023

PART IV

Item 15. Exhibits, Financial Statement Schedules

1.	*Financial Statements*

The following financial statements are filed as part of this Report:

Consolidated statement of net assets in liquidation as of December 31, 2023 and December 31, 2022

Consolidated statement of changes in net assets in liquidation for the year ended December 31, 2023 and for the period from June 1, 2022 through December 31, 2022

Notes to consolidated financial statements

2.	*Financial Statement Schedules*

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

3.	*Exhibits*

The following exhibits are filed as a part of this Report:


3		Liquidating Trust Agreement, dated May 31, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2022, File No. 1-08308).

21		Subsidiaries of the Trust.

31.1		Rule 13a-14(a)/15d-14(a) certification of the Trustees pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Section 1350 certification of the Trustees pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Item 16. Form 10-K Summary

None.

LUB Liquidating Trust

December 31, 2023

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


March 22, 2024		LUB LIQUIDATING TRUST
		(Registrant)

	By:	/s/ JOHN GARILLI
		John Garilli
		Trustee

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature and Title		Date

/S/ GERALD W. BODZY		March 22, 2024
Gerald W. Bodzy, Trustee

/S/ JOHN GARILLI		March 22, 2024
John Garilli, Trustee

/S/ JOE C. MCKINNEY		March 22, 2024
Joe C. McKinney, Trustee

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