LOCL · Local Bounti Corporation/DE

The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of equity awards. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 10, 2027, subject to the director's continued service.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 10, 2027, subject to the director's continued service.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 10, 2027, subject to the director's continued service.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 10, 2027, subject to the director's continued service.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 10, 2027, subject to the director's continued service.

The RSUs will vest in three equal installments on November 1, 2026, November 1, 2027, and November 1, 2028, subject to the continuous service of the Reporting Person on each vesting date.

The RSUs will vest in three equal installments on November 1, 2026, November 1, 2027, and November 1, 2028, subject to the continuous service of the Reporting Person on each vesting date.

The RSUs will vest in three equal installments on November 1, 2026, November 1, 2027, and November 1, 2028, subject to the continuous service of the Reporting Person on each vesting date.

The RSUs will vest in three equal installments on November 1, 2026, November 1, 2027, and November 1, 2028, subject to the continuous service of the Reporting Person on each vesting date.

The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of equity awards. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of equity awards. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

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.

Securities held by U.S. Bounti, LLC.

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.

Securities held by U.S. Bounti, LLC.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.20 to $2.26, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.11 to $2.16, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.15 to $2.24, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.39 to $2.60, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.50 to $2.58, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.35 to $2.47, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.30 to $2.46, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.28 to $2.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Represents 300,000 restricted stock units ("RSUs") issued under the Issuer's 2021 Equity Incentive Plan. The RSUs will vest in four equal installments on September 1, 2026, 2027, 2028 and 2029, subject to the continued service of the Reporting Person on each vesting date.

Each RSU represents a contingent right to receive one share of the Issuer's common stock.

On August 1, 2025, U.S. Bounti, LLC and Local Bounti Corporation (the "Issuer") entered into an agreement (the "Purchase Agreement") under which U.S. Bounti, LLC purchased from the Issuer, for a combined purchase price of $10.0 million, (i) a convertible note with an initial principal balance of $10.0 million (the "Note") and (ii) a common stock purchase warrant (the "Warrant") pursuant to which U.S. Bounti, LLC has the right to purchase and acquire 550,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). (Continued on Footnote 2).

(Continued from Footnote 1). Pursuant to the terms of the Purchase Agreement, U.S. Bounti, LLC 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 of Common Stock would exceed 221,031 shares, except that such limitation will not apply after the date that stockholder approval is obtained and deemed effective, as required by the rules and regulations of the New York Stock Exchange (the "Required Stockholder Approval"). The Issuer is required to seek the Required Stockholder Approval at a special stockholders meeting within three months of August 1, 2025.

Securities held by U.S. Bounti, LLC.

On August 1, 2025, U.S. Bounti, LLC and Local Bounti Corporation (the "Issuer") entered into an agreement (the "Purchase Agreement") under which U.S. Bounti, LLC purchased from the Issuer, for a combined purchase price of $10.0 million, (i) a convertible note with an initial principal balance of $10.0 million (the "Note") and (ii) a common stock purchase warrant (the "Warrant") pursuant to which U.S. Bounti, LLC has the right to purchase and acquire 550,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). (Continued on Footnote 2).

(Continued from Footnote 1). Pursuant to the terms of the Purchase Agreement, U.S. Bounti, LLC 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 of Common Stock would exceed 221,031 shares, except that such limitation will not apply after the date that stockholder approval is obtained and deemed effective, as required by the rules and regulations of the New York Stock Exchange (the "Required Stockholder Approval"). The Issuer is required to seek the Required Stockholder Approval at a special stockholders meeting within three months of August 1, 2025.

Securities held by U.S. Bounti, LLC.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

The RSUs will vest in eight equal quarterly installments, with the first installment on July 1, 2025, subject to the continuous service of the Reporting Person on each vesting date.

The RSUs will vest in eight equal quarterly installments, with the first installment on July 1, 2025, subject to the continuous service of the Reporting Person on each vesting date.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 11, 2026, subject to the director's continued service.

Pursuant to the terms of the Securities Purchase Agreement dated as of March 31, 2025, by and among the Issuer, the Reporting Party and the other parties thereto, the Issuer submitted to its stockholders the approval of the issuance of Common Stock issuable upon conversion of the Preferred Stock into shares of Common Stock at its 2025 annual meeting of stockholders (the "Conversion Proposal"). The Conversion Proposal was approved at the 2025 annual meeting of stockholders and following such approval of the Conversion Proposal, each share of Preferred Stock automatically converted into one share of Common Stock.

Shares owned by U.S. Bounti, LLC.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 11, 2026, subject to the director's continued service.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 11, 2026, subject to the director's continued service.

Pursuant to the terms of the Securities Purchase Agreement dated as of March 31, 2025, by and among the Issuer, the Reporting Party and the other parties thereto, the Issuer submitted to its stockholders the approval of the issuance of Common Stock issuable upon conversion of the Preferred Stock into shares of Common Stock at its 2025 annual meeting of stockholders (the "Conversion Proposal"). The Conversion Proposal was approved at the 2025 annual meeting of stockholders and following such approval of the Conversion Proposal, each share of Preferred Stock automatically converted into one share of Common Stock.

Shares owned by U.S. Bounti, LLC.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 11, 2026, subject to the director's continued service.

The RSUs will vest on the earlier of (1) the day before the Issuer's next annual stockholders' meeting or (2) June 11, 2026, subject to the director's continued service.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Represents 40,000 restricted stock units ("RSUs") issued under the Issuer's 2021 Equity Incentive Plan. The RSUs will vest in three equal installments on May 1, 2025, March 1, 2026 and March 1, 2027, subject to the continuous service of the Reporting Person on each vesting date.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Shares withheld by the Company in payment of the withholding tax liability incurred upon settlement of restricted stock units previously awarded.

Shares owned by U.S. Bounti, LLC.