Local Bounti (LOCL) Proxy filing summary

Executive summary

• Special Meeting scheduled for November 4, 2026, to vote on two key proposals related to a convertible note and warrant transaction with U.S. Bounti, LLC.

• The transaction involves the potential issuance of up to 12,563,309 shares of common stock upon conversion of a $12.5 million note and up to 1,000,000 shares upon exercise of a warrant.

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

• The meeting will be held virtually, and shareholders can vote online, by phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of shares to U.S. Bounti under NYSE rules, as the transaction exceeds 1% of outstanding shares and is below the NYSE minimum price.

• Proposal 2 allows adjournment of the meeting to solicit more 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 on the outcome.

• If Proposal 1 is not approved, 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 71.5% voting power and can appoint two directors.

• The Board and management support the proposals, citing alignment with company and shareholder interests.

• The company is not classified as a “controlled company” under NYSE standards, despite Schwab’s significant influence.