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Local Bounti wins vote on up to 12.6M conversion shares

The NYSE Approval Proposal received 17,958,221 votes for, 77,018 against and 679 abstentions, with 0 broker non-votes.

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Form Type
8-K

Rhea-AI Filing Summary

Local Bounti Corporation (LOCL) stockholders approved, for purposes of complying with NYSE rules, issuance of up to 12,563,309 common shares upon conversion of the convertible note issued to U.S. Bounti, LLC, and up to 1,000,000 common shares underlying its common stock purchase warrant. Stockholders also approved adjournment of the Special Meeting, if deemed necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the NYSE Approval Proposal.

As of September 18, 2026, 23,381,516 common shares were outstanding and entitled to vote; 77.1% were present via live webcast or by proxy, constituting a quorum.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Maximum shares for note conversion Up to 12,563,309 common shares Approved for NYSE compliance; convertible note issued to U.S. Bounti, LLC
Maximum shares underlying warrant Up to 1,000,000 common shares Approved for NYSE compliance; common stock purchase warrant issued to U.S. Bounti, LLC
Common shares outstanding and entitled to vote 23,381,516 shares As of September 18, 2026
Shares present at Special Meeting 77.1% Present via live webcast or by proxy; constituted a quorum
NYSE Approval Proposal votes 17,958,221 for; 77,018 against; 679 abstentions; 0 broker non-votes Stockholder vote
Adjournment proposal votes 17,942,345 for; 93,345 against; 228 abstentions; 0 broker non-votes Stockholder vote
convertible note financial
"upon the conversion of the convertible note issued to U.S. Bounti"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
common stock purchase warrant financial
"shares of common stock underlying the common stock purchase warrant"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
quorum technical
"constituting a quorum to conduct business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes technical
"Broker Non-Votes | 0"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did LOCL stockholders vote on the NYSE Approval Proposal?

LOCL stockholders approved the NYSE Approval Proposal with 17,958,221 votes for, 77,018 against, 679 abstentions and 0 broker non-votes.

Did LOCL stockholders approve adjournment of the Special Meeting?

Stockholders approved adjournment with 17,942,345 votes for, 93,345 against, 228 abstentions and 0 broker non-votes. The approval was for adjournment, if deemed necessary or appropriate, to solicit additional proxies if votes in favor of the NYSE Approval Proposal are insufficient.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Local Bounti Corporation/DE0001840780false00018407802026-11-042026-11-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
______________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2026

LB New Logo.gif

LOCAL BOUNTI CORPORATION
(Exact name of registrant as specified in its charter)
    
Delaware
001-40125
83-3686055
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
490 Foley Lane
Hamilton
 MT
59840
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800) 640-4016
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.0001 per share
LOCL
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐







Item 5.07 Submission of Matters to a Vote of Security Holders

On November 4, 2026, Local Bounti Corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). As of the Special Meeting record date of September 18, 2026, there were 23,381,516 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting, 77.1% of which were present via live webcast or by proxy at the Special Meeting, constituting a quorum to conduct business.

At the Special Meeting, stockholders voted on the following matters:

1.Stockholders approved, for purposes of complying with the rules of the New York Stock Exchange (“NYSE”), (i) the issuance of up to 12,563,309 shares of our common stock, par value $0.0001 per share (the “common stock”), upon the conversion of the convertible note issued to U.S. Bounti, LLC (“U.S. Bounti”) pursuant to the Convertible Note and Warrant Purchase Agreement, dated as of August 7, 2026, between the Company and U.S. Bounti (the “Purchase Agreement”), and (ii) the issuance of up to 1,000,000 shares of common stock underlying the common stock purchase warrant issued to U.S. Bounti pursuant to the Purchase Agreement (such proposal, the “NYSE Approval Proposal”), based on the following votes:

For
17,958,221
Against
77,018
Abstain
679
Broker Non-Votes
0
2.Stockholders approved the adjournment of the Special Meeting, if deemed necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the NYSE Approval Proposal, based on the following votes:


For
17,942,345
Against
93,345
Abstain
228
Broker Non-Votes
0













SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Local Bounti Corporation
/s/ Kathleen Valiasek
Name:  Kathleen Valiasek
Title:    President and Chief Executive Officer
Date: November 6, 2026

Filing Exhibits & Attachments

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