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): June 1017, 2026

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~~02 Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1017, 2026, Craig Hurlbert announced his intention to resign as Executive Chairman and as a member of the Board of Directors (the “Board”) of Local Bounti Corporation (the “Company”), ~~held~~effective ~~its~~as of June 18, 2026. ~~Annual~~Also, ~~Meeting~~on ofJune ~~Stockholders~~17, (2026, Matthew Nordby announced his intention to resign as a member of the ~~“Annual~~Board, ~~Meeting”)~~effective June 18, 2026. AsCraig Hurlbert served as Chairman of the ~~Annual~~Board. ~~Meeting~~Mr. ~~record~~Nordby ~~date~~served ofas ~~April~~Lead ~~13,~~Independent ~~2026~~Director, ~~there~~as ~~were~~a 22member of the Board’s Compensation Committee,~~795,198~~ ~~shares~~and as chair of the ~~Company~~Board’s ~~common~~Nominating ~~stock,~~and ~~par~~Corporate ~~value~~Governance $0Committee.~~0001~~ ~~per~~Messrs. ~~share~~Hurlbert’s (and Nordby’s decisions were not based on any disagreement with the ~~“Common~~Company ~~Stock”)~~or ~~outstanding~~its ~~and~~management. ~~entitled~~Upon tothe ~~vote~~effectiveness atof the ~~Annual~~resignations ~~Meeting~~of Mr. Hurlbert and Mr. Nordby, 87the Board reduced the size of the Board from eight to six members.~~35%~~ Effective as of ~~which~~June ~~were~~18, ~~present~~2026, ~~via~~the ~~live~~Board ~~webcast~~has orappointed byTravis ~~proxy~~Joyner atas Chairman of the ~~Annual~~Board, ~~Meeting~~Mark Nelson as Lead Independent Director, ~~constituting~~and athe ~~quorum~~following toBoard ~~conduct~~committee ~~business~~members: Audit Committee – Mark Nelson (Chair), Pamela Brewster, and Michael Molnar; Compensation Committee – Pamela Brewster (Chair) and Mark Nelson; and Nominating and Corporate Governance Committee – Mark Nelson (Chair) and Pamela Brewster. Mr. Hurlbert will continue to serve as an employee of the Company.

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

1.Stockholders elected two Class II directors to our Board to serve for three years and until their successors are elected and qualified or until their earlier resignation or removal, based on the following votes:

Nominee	Mark J. Nelson	Charles R. Schwab, Jr.
For	17,364,520	17,459,161
Withheld	107,508	12,867
Broker Non-Votes	2,440,540	2,440,540

2.Stockholders ratified the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2026, based on the following votes:

For			19,563,968
Against			303,008
Abstain			45,592
Broker Non-Votes			0

3.Stockholders approved, for purposes of complying with the rules of the New York Stock Exchange, (i) the issuance of up to 7,882,861 shares of 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 March 13, 2026, between the Company and U.S. Bounti (the “Purchase Agreement”), and (ii) the issuance of up to 5,500,000 shares of Common Stock underlying the common stock purchase warrant issued to U.S. Bounti pursuant to the Purchase Agreement, based on the following votes:

For			17,438,100
Against			31,910
Abstain			2,018
Broker Non-Votes			2,440,540

4.Stockholders approved the adjournment of the Annual Meeting, if deemed necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals, based on the following votes:

For			19,603,312
Against			264,120
Abstain			45,136
Broker Non-Votes			0

SIGNATURE

Pursuant to the requirements of the Exchange Act, 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: June 1218, 2026

Filing Compare · Local Bounti Corporation/DE