Filing Details

Item 3 is hereby amended and supplemented as follows: Convertible Note and Warrant Purchase Agreement On August 1, 2025, the Company and U.S. Bounti entered into a convertible note and warrant purchase agreement (the "August 2025 Purchase Agreement") pursuant to which U.S. Bounti acquired (i) a convertible note with an initial principal balance of $10,000,000 (the "Note") and (ii) a Common Stock purchase warrant (the "Warrant") pursuant to which U.S. Bounti has the right to purchase and acquire 550,000 shares of Common Stock, for a combined purchase price of $10,000,000 (collectively, the "August 2025 PIPE Investment"). These purchases were funded using cash on hand.

Item 5 is hereby amended and restated as follows: (a) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. (b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. (c) Except as described herein, none of the Reporting Persons has had any transactions in the Common Stock since the filing of Amendment No. 1 to the Schedule 13D on June 16, 2025. (d) Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock. (e) Not applicable.

Item 6 is hereby amended and supplemented as follows: Convertible Note and Warrant Purchase Agreement The Note bears interest at a rate of 6.0% per year, commencing on the date of the initial issuance of the Note (the "Issuance Date"). Interest will accrue semi-annually on each June 30 and December 31, commencing December 31, 2025 (each, a "PIK Interest Payment Due Date"), and will be payable semi-annually in arrears on each PIK Interest Payment Due Date by automatically increasing the principal amount of the Note by the amount of such interest (with such increased amount thereafter accruing interest as well) on each PIK Interest Payment Due Date ("PIK Interest"). From time to time after the third anniversary of the Issuance Date, interest may be payable quarterly in arrears in cash on each March 31, June 30, September 30 and December 31, commencing December 31, 2028 (each, a "Cash Interest Payment Due Date"), in each case, in an amount equal to interest accrued during the quarter ending on such Cash Interest Payment Due Date, so long as certain conditions are met as set forth in the Note. During the term of the Note, the Note will be convertible into shares of Common Stock from time to time at the option of U.S. Bounti, upon delivery on one or more occasions of a written notice to the Company electing to convert all or any portion of the Note Obligations Amount (as defined in the Note). The initial conversion price of the Note is $2.50 per share of Common Stock (the "Conversion Price"). The Conversion Price is subject to adjustment for stock splits, dividends or distributions, recapitalizations or similar transactions. On the fourth anniversary of the Issuance Date, fifty percent (50%) of the Note Obligations Amount will be automatically converted into shares of Common Stock at the Conversion Price. The remaining fifty percent (50%) of the Note Obligations Amount will be automatically converted into shares of Common Stock at the Conversion Price on August 1, 2030, the maturity date of the Note. Notwithstanding the foregoing, however, fifty percent (50%) of the Note Obligations Amount may be payable in cash on the fourth anniversary of the Issuance Date, with the remaining fifty percent (50%) of the Note Obligations Amount repaid in cash on the maturity date of the Note, so long as certain conditions are met as set forth in the Note. Conversion of the full initial principal amount of the Note would result in the issuance of 4,000,000 shares of Common Stock if converted at $2.50 per share, which amount is subject to increase by any PIK Interest that is added to the outstanding principal under the terms of the Note. The August 2025 Purchase Agreement includes customary representations, warranties and covenants and sets forth certain events of default upon which the Note may be declared immediately due and payable. The Note is subordinated to the obligations under the Credit Agreement, originally dated as of September 3, 2021 and as amended, restated, supplemented or otherwise modified to date, by and among Local Bounti Operating Company LLC, a Delaware limited liability company ("Opco"), each subsidiary of Opco identified as a "Borrower" therein, and Cargill Financial Services International, Inc., a Delaware corporation. The Warrant is exercisable immediately at an exercise price of $0.125 per share of Common Stock and will expire 10 years from the initial exercise date. Pursuant to the terms of the August 2025 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 of Common Stock would exceed 1% of the issued and outstanding Common Stock as of August 1, 2025, 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 Company is required to seek the Required Stockholder Approval at a special stockholders meeting within three months of the closing of the August 2025 PIPE Investment.

Item 7 is hereby amended and supplemented as follows: Exhibit 5. Convertible Note by and between Local Bounti Corporation and U.S. Bounti, LLC (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). Exhibit 6. Common Stock Purchase Warrant issued by Local Bounti Corporation to U.S. Bounti, LLC (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). Exhibit 7. Convertible Note and Warrant Purchase Agreement, dated August 1, 2025, by and between Local Bounti Corporation and U.S. Bounti, LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025).