Schwab-linked U.S. Bounti LLC buys $15M note, warrant in Local Bounti (LOCL)

Rhea-AI Filing Summary

Local Bounti Corporation reported an insider transaction involving a major financing by an entity associated with 10% owner Charles R. Schwab. On March 13, 2026, U.S. Bounti, LLC purchased from Local Bounti a convertible note with an initial principal balance of $15 million and a warrant to buy 5,500,000 shares of common stock at an exercise price of $0.125 per share. Both securities are held indirectly through U.S. Bounti, LLC. The agreement limits the shares that can be issued on conversion or exercise to 222,241 shares of common stock until stockholder approval required by the New York Stock Exchange is obtained and deemed effective. Local Bounti is required to seek this approval at a stockholder meeting to be held no later than June 30, 2026.

Insights

Equity capital markets analyst

Large insider-linked financing via note and warrant, with issuance capped pending stockholder approval.

The transaction shows U.S. Bounti, LLC, associated with 10% owner Charles R. Schwab, providing $15 million to Local Bounti through a convertible note and a warrant over 5,500,000 common shares at $0.125 per share. Both instruments are classified as derivatives in the insider report.

A key constraint is the cap at 222,241 common shares issuable from the note and warrant until stockholders approve a larger issuance under New York Stock Exchange rules. This ties the full equity potential of the financing to a future stockholder vote, introducing a governance milestone.

The company is required to seek the necessary stockholder approval at a meeting no later than June 30, 2026. The outcome of that vote will determine whether Local Bounti can issue more than the capped number of shares upon conversion or exercise, affecting how much of the financing ultimately becomes equity exposure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schwab Charles R.

(Last) (First) (Middle)

C/O LOCAL BOUNTI CORPORATION

490 FOLEY LANE

(Street)

HAMILTON MT 59840

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Local Bounti Corporation/DE [ LOCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note(1)	$2.5	03/13/2026		P		$15,000,000		03/13/2026(1)	03/13/2031	Common Stock	$6,000,000	(1)	$15,000,000	I	By LLC(2)
Common Stock Purchase Warrant(1)	$0.125	03/13/2026		P		5,500,000		03/13/2026(1)	03/13/2036	Common Stock	5,500,000	(1)	5,500,000	I	By LLC(2)

Explanation of Responses:

1. On March 13, 2026, U.S. Bounti, LLC ("U.S. Bounti") and Local Bounti Corporation (the "Issuer") entered into an agreement (the "Purchase Agreement") under which U.S. Bounti purchased from the Issuer, for a combined purchase price of $15 million, (i) a convertible note with an initial principal balance of $15 million (the "Note") and (ii) a warrant (the "Warrant") pursuant to which U.S. Bounti has the right to purchase and acquire 5,500,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"). Pursuant to the Purchase Agreement, U.S. Bounti will not have the right to receive, upon conversion of the Note or exercise of the Warrant, any shares of Common Stock if the issuance of such shares would exceed 222,241. Such limitation will not apply after stockholder approval is obtained and deemed effective, as required by the New York Stock Exchange. The Issuer is required to seek such stockholder approval at a stockholder meeting no later than June 30, 2026.

2. Securities held by U.S. Bounti, LLC.

	/s/ Charles R. Schwab	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What did Charles R. Schwab’s affiliated entity buy in Local Bounti (LOCL)?

An entity associated with 10% owner Charles R. Schwab, U.S. Bounti, LLC, bought a $15 million convertible note and a warrant for 5,500,000 common shares of Local Bounti, providing significant financing via derivative securities rather than immediate common stock purchases.

What are the key terms of the Local Bounti (LOCL) warrant held by U.S. Bounti, LLC?

U.S. Bounti, LLC holds a Common Stock Purchase Warrant giving the right to buy 5,500,000 shares of Local Bounti common stock at an exercise price of $0.125 per share, with an expiration date in 2036, according to the insider filing details.

How many Local Bounti (LOCL) shares can be issued from the new note and warrant?

Issuance from the convertible note and warrant is capped at 222,241 shares of Local Bounti common stock until stockholder approval is obtained and deemed effective under New York Stock Exchange rules, limiting near-term equity issuance from this financing structure.

When must Local Bounti (LOCL) seek stockholder approval related to this financing?

Local Bounti must seek the required stockholder approval at a stockholder meeting held no later than June 30, 2026. This approval is needed before the company can issue more than 222,241 shares from the convertible note and warrant held by U.S. Bounti, LLC.

Who legally holds the new Local Bounti (LOCL) securities reported in this Form 4?

The securities are held by U.S. Bounti, LLC, as noted in the footnotes. Charles R. Schwab is the reporting person and a 10% owner, but the Form 4 specifies the holdings are indirect, through this LLC entity rather than directly in his name.

What is the nature of the insider transactions in Local Bounti (LOCL) on March 13, 2026?

On March 13, 2026, U.S. Bounti, LLC entered open-market or private transactions classified as purchases of derivative securities: a $15 million convertible note and a warrant over 5,500,000 shares, both reported as indirect holdings in the Form 4.