Local Bounti (LOCL) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 14, 2025, to vote on two proposals related to a convertible note and warrant transaction with U.S. Bounti, LLC, the majority stockholder.

• Proposals include approval for issuing up to 5,131,871 shares upon note conversion and up to 550,000 shares upon warrant exercise, and the potential adjournment of the meeting to solicit more votes if needed.

• The Board unanimously recommends voting in favor of both proposals.

• The transaction is designed to comply with NYSE rules regarding related party transactions and share issuance caps.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for share issuance to U.S. Bounti, exceeding NYSE's 1% cap for related parties, at prices below the NYSE minimum price.

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if Proposal 1 lacks sufficient support.

• Both proposals require a majority of votes cast to pass; abstentions and broker non-votes have no impact.

• If Proposal 1 fails, the company must call additional special meetings every four months until approval is obtained.

Board of directors and corporate governance

• U.S. Bounti, controlled by Charles R. Schwab, holds 55.2% voting power and beneficially owns 60.4% of outstanding shares.

• U.S. Bounti has the right to appoint two directors, giving significant influence over board decisions and major transactions.

• The company is not classified as a "controlled company" under NYSE standards.