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.

• Proposals include approval for issuing up to 12,563,309 shares upon note conversion and up to 1,000,000 shares upon warrant exercise, both below NYSE minimum price and exceeding 1% of outstanding shares.

• Board unanimously recommends voting in favor of both proposals; only shareholders of record as of September 18, 2026, may vote.

• If the main proposal is not approved, the company must call additional special meetings every four months until approval is obtained.

Voting matters and shareholder proposals

• Proposal 1 seeks NYSE-compliant approval for share issuance to U.S. Bounti upon conversion/exercise of securities.

• Proposal 2 allows adjournment of the meeting to solicit more proxies if insufficient votes are received for Proposal 1.

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

• No other business may be transacted at the Special Meeting.

Board of directors and corporate governance

• U.S. Bounti, controlled by Charles R. Schwab, holds 71.5% voting power and can appoint two directors.

• Schwab, through various entities, beneficially owns 74.3% of outstanding common stock.

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