Local Bounti Corporation

The NYSE Approval Proposal seeks shareholder approval under NYSE Rule 312.03(b)(i) to permit the issuance to U.S. Bounti—an Active Related Party controlled by Charles R. Schwab—of up to 7,882,861 shares upon conversion of a $15 million convertible note and up to 5,500,000 shares upon exercise of an associated warrant issued under the March 13, 2026 Purchase Agreement. Management is pursuing this approval because the combined potential issuance to U.S. Bounti would exceed the NYSE Active Related Party Cap (1% threshold) and because the initial conversion price ($2.50) and the warrant exercise price ($0.125) were below the NYSE Minimum Price, thus triggering the requirement for stockholder approval. If approved, U.S. Bounti may convert or exercise without further shareholder approvals, and the company would avoid having to call additional stockholder meetings every four months until approval is obtained as required by the Purchase Agreement. Approval is dilutive to other stockholders and may negatively affect trading price and book value per share; it also concentrates control because U.S. Bounti already holds voting power over a large portion of shares, which could influence future corporate actions. Management and the board argue the financing and remedying of Senior Debt and other strategic benefits justify the issuance, and they recommend a vote FOR. If not approved, the issuance to U.S. Bounti will be limited to amounts not exceeding 1% of outstanding shares and the company may incur additional costs in calling subsequent meetings, and U.S. Bounti would be constrained in converting/exercising.

The Adjournment Proposal requests authority to adjourn the Annual Meeting to allow additional time to solicit proxies if there are insufficient votes to approve one or more of the other proposals at the scheduled meeting. Management recommends FOR, arguing that the ability to adjourn and continue solicitation increases the likelihood that the Board can secure shareholder approval without convening special meetings and reduces potential costs and disruption. This proposal is standard, non-controversial and procedural, but it also gives management discretion to extend the meeting timeline and resume solicitation, which could affect the timing of finality for other proposals (notably the NYSE Approval Proposal). The board’s support reflects a desire for flexibility to obtain necessary vote thresholds and to allow previously submitted proxies to be updated. The adjournment authority is conditional and will generally not be exercised if the relevant proposals are approved at the Annual Meeting.