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): ~~February~~March 513, 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

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 31.01 Entry ~~Notice~~into ~~of Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

~~On February~~Convertible 5,Note 2026, Local Bounti Corporation (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standards set forth in Rule 802.01B of the NYSE Listed Company Manual (the “Minimum Market Capitalization Standard”) because its average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, atWarrant ~~the~~Purchase ~~same~~Agreement ~~time, its last reported stockholders’ equity was less than $50 million.~~

AsOn ~~required~~March by13, ~~the NYSE~~2026, ~~the~~Local ~~Company~~Bounti ~~intends~~Corporation, toa ~~timely~~Delaware ~~notify~~corporation (the ~~NYSE~~“Company”), ofentered ~~its~~into ~~intent~~a toConvertible ~~cure~~Note ~~the deficiency~~ and ~~restore~~Warrant ~~its~~Purchase ~~compliance~~Agreement ~~with~~ (the ~~Minimum~~“Purchase ~~Market~~Agreement”) ~~Capitalization~~with ~~Standard~~U.S. InBounti, ~~accordance~~LLC ~~with~~(the ~~applicable NYSE procedures~~“Purchaser”), ~~the~~providing ~~Company~~for ~~has 45 days from receipt of~~ the ~~Notice~~purchase, tosale ~~submit~~and aissuance ~~plan advising the NYSE~~ of ~~the definitive action~~(si) ~~the~~a ~~Company~~convertible ~~has~~note ~~taken, or is taking, that would bring it into compliance~~ with ~~the~~an ~~Minimum~~initial ~~Market~~principal ~~Capitalization~~balance ~~Standard within nine months~~ of ~~receipt~~$15.0 ofmillion ~~the Notice~~ (the “~~Market Capitalization Cure Period~~Note”). ~~The Company intends to develop~~ and ~~submit~~(ii) a ~~plan~~common tostock ~~bring~~purchase itwarrant ~~into compliance with~~ (the ~~Minimum~~“Warrant”) ~~Market~~pursuant ~~Capitalization~~to ~~Standard~~which ~~within~~ the ~~required~~Purchaser ~~timeframe~~has ~~by pursuing measures that are in~~ the ~~best~~right ~~interests~~to ofpurchase ~~the Company~~ and ~~its~~acquire ~~stockholders. The NYSE will review the plan and~~5, ~~within 45 days of its receipt~~500,000 ~~determine~~shares ~~whether the Company has made a reasonable demonstration~~ of ~~an ability to conform to~~ the ~~relevant standards during the Market Capitalization Cure Period. If the NYSE accepts the plan, the~~ Company’s common stock ~~will continue to be listed and traded on the NYSE during the Market Capitalization Cure Period~~, ~~subject~~par tovalue ~~the~~$0.0001 ~~Company’s~~per ~~compliance~~share ~~with other NYSE continued listing standards and continued quarterly review by~~ (the ~~NYSE~~“Common ofStock”). ~~the~~The Company’s ~~progress~~intends ~~with respect~~ to ~~its~~use ~~plan. If~~ the ~~plan~~proceeds isfrom ~~not submitted on a timely basis, is not accepted by~~ the ~~NYSE~~sale orof if the ~~NYSE~~Note ~~determines~~and ~~that~~ the ~~Company~~Warrant isfor ~~not~~working ~~making~~capital ~~sufficient~~and ~~progress~~general oncorporate ~~the~~purposes ~~plan during the Market Capitalization Cure Period, the NYSE could initiate suspension~~ and ~~delisting~~certain ~~proceedings~~capital ~~prior~~expenditures toas ~~the~~set ~~end~~forth ofin the ~~Market~~Purchase ~~Capitalization Cure Period~~Agreement.

The ~~Notice~~Note ~~has~~bears nointerest ~~immediate~~at ~~impact~~a rate of 7.0% per year, commencing on the ~~listing~~date of the ~~Company’s~~initial ~~common~~issuance ~~stock,~~of ~~which~~the ~~will~~Note ~~continue~~(the to“Issuance ~~trade~~Date”). onInterest ~~the~~will ~~NYSE~~accrue ~~during~~semi-annually ~~the~~on ~~Market~~each ~~Capitalization~~June ~~Cure~~30 ~~Period.~~and ~~The~~December ~~Company~~31, iscommencing ~~considering~~December ~~all~~31, ~~available~~2026 ~~options~~(each, toa ~~regain~~“PIK ~~compliance~~Interest ~~with~~Payment ~~the~~Due ~~Minimum~~Date”), ~~Market~~and ~~Capitalization~~will ~~Standard.~~be ~~The~~payable ~~Company~~semi-annually ~~can~~in ~~provide~~arrears noon ~~assurances~~each ~~that~~PIK itInterest ~~will~~Payment beDue ~~able~~Date toby ~~satisfy~~automatically ~~any~~increasing of the ~~steps~~principal ~~outlined~~amount ~~above~~of ~~and~~the ~~maintain~~Note by the ~~listing~~amount of ~~its~~such ~~common~~interest ~~stock~~(with such increased amount thereafter accruing interest as well) on ~~the~~each ~~NYSE~~PIK Interest Payment Due Date (“PIK Interest”).

~~Item~~From ~~7.01~~time ~~Regulation~~to FDtime ~~Disclosure~~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, 2029 (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.

~~On February~~During 5,the ~~2026~~term of the Note, the ~~Company~~Note ~~issued~~will abe ~~press~~convertible ~~release~~into ~~announcing~~shares itof ~~had~~Common ~~received~~Stock from time to time at the ~~Notice~~option ~~from~~of the ~~NYSE.~~Purchaser, Aupon ~~copy~~delivery on one or more occasions of a written notice to the ~~press~~Company ~~release~~electing to convert all or any portion of Note Obligations Amount. The initial conversion price of the Note is ~~furnished~~$2.50 asper ~~Exhibit~~share 99of Common Stock (the “Conversion Price”).1 The Conversion Price is subject to ~~this~~adjustment ~~Current~~for ~~Report~~stock onsplits, ~~Form~~dividends ~~8-K~~or distributions, recapitalizations or similar transactions.

~~The~~On ~~information~~the ~~furnished~~fourth ~~under~~anniversary ~~this~~of ~~Item~~the ~~7.01~~Issuance Date, ~~including~~fifty ~~Exhibit~~percent ~~99.1,~~(50%) ~~will~~of ~~not~~the Note Obligations Amount will be ~~deemed~~automatically ~~“filed”~~converted ~~for~~into ~~purposes~~shares of ~~Section~~Common 18Stock at the Conversion Price. The remaining fifty percent (50%) of the ~~Securities~~Note ~~Exchange~~Obligations ~~Act~~Amount will be automatically converted into shares of ~~1934,~~Common asStock ~~amended~~at (the ~~“Exchange~~Conversion ~~Act”),~~Price oron ~~otherwise~~the ~~subject~~maturity todate of the ~~liabilities~~Note. ofNotwithstanding ~~that~~the ~~section~~foregoing, ~~and~~however, ~~will~~fifty ~~not~~percent be(50%) ~~deemed~~of ~~incorporated~~the byNote ~~reference~~Obligations ~~into~~Amount ~~any~~may ~~filing~~be ~~under~~payable in cash on the ~~Securities~~fourth ~~Act~~anniversary of ~~1933,~~the asIssuance ~~amended~~Date, orwith the ~~Exchange~~remaining ~~Act~~fifty percent (50%) of the Note Obligations Amount repaid in cash on the maturity date of the Note, ~~except~~so long as ~~expressly~~certain ~~set~~conditions ~~forth~~are bymet ~~specific~~as ~~reference~~set forth in ~~such~~the ~~a filing~~Note.

~~Cautionary~~Conversion of the full initial principal amount of the Note ~~Regarding~~would ~~Forward~~result ~~Looking~~in ~~Statements~~the issuance of 6,000,000 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.

~~This~~The ~~Current~~Purchase ~~Report~~Agreement ~~on Form 8-K~~ includes ~~“forward-looking~~customary ~~statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events~~representations, ~~such~~warranties ~~as any potential plans of the Company to cure the Minimum Market Capitalization Standard~~ and ~~stockholders’~~covenants equity deficiency. In some cases, you can identify these forward-looking statements by the use of terms such as “expect,” “will,” “continue,” “believe,” “estimate,” “project,” “intend,” “should,” “is to be,” or similar expressions, and ~~variations~~sets orforth ~~negatives~~standard ofevents ~~these words, but the absence~~ of ~~these~~default ~~words~~upon ~~does not mean that a statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties, and other factors~~ which ~~could~~the ~~cause~~Note ~~actual~~may ~~results~~be todeclared ~~differ~~immediately ~~materially~~due ~~from those expressed or implied by such forward-looking statements. We have based these forward-looking statements on our current expectations~~ and ~~assumptions~~payable and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will ~~conform~~be ~~with~~subordinated ~~our expectations and predictions is subject~~ to ~~a number of risks and uncertainties, many of which are beyond our control, including~~ the ~~Company’s~~obligations ability to regain compliance with the Minimum Market Capitalization Standard within the Market Capitalization Cure Period, the Company’s ability to continue to comply with applicable listing standards of the NYSE, and the other factors under the ~~heading~~Senior ~~“Risk~~Credit Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025, and in other filings that the Company has made and may make with the SEC in the futureAgreement. All of the forward-looking statements made in this Current Report on Form 8-K are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our business or operations. Such statements are not intended to be a guarantee of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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 Purchase Agreement, the Purchaser 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, 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 an annual or special stockholders meeting not later than June 30, 2026.

The Note, the Warrant and the shares of Common Stock issuable upon conversion of the Note or exercise of the Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold absent registration or an applicable exemption from registration requirements.

The foregoing descriptions of the Note, the Warrant and the Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full texts of the Note, the Warrant and the Purchase Agreement, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 10.1, respectively, and incorporated herein by reference.

Also on March 13, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with Cargill Financial Services International, Inc., a Delaware corporation (“Cargill Financial”), to supplement certain terms of the Credit Agreement dated as of September 3, 2021, 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 (amended, restated, supplemented or otherwise modified from time to time prior to the Transaction Date, the “Senior Credit Agreement”). Pursuant to the terms of the Letter Agreement the parties agreed, among other things, to revise the minimum liquidity covenant to be $3.5 million through September 30, 2026 and $2.0 million from October 1, 2026 forward, to amend the minimum EBITDA covenant to be tested starting on March 31, 2027 instead of March 31, 2026, and Cargill consented to the issuance of the Note and the Warrant.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. In connection with the issuance of the Note and the Warrant described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.			Description
99.1			Press release dated February 11, 2026
4.1			Convertible Note by and between Local Bounti Corporation and U.S. Bounti, LLC.
4.2			Common Stock Purchase Warrant issued by Local Bounti Corporation to U.S. Bounti, LLC.
10.1			Convertible Note and Warrant Purchase Agreement, dated March 13, 2026, by and between Local Bounti Corporation and U.S. Bounti, LLC.
104			Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

Pursuant to the requirements of the Exchange Act of 1934, the ~~Registrant~~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: ~~February~~March 1116, 2026

Filing Compare · Local Bounti Corporation/DE