Form 4: Charles R. Schwab Converts Over 10 Million Preferred Shares to Common Stock in Local Bounti Corporation

Charles R. Schwab, a Director and 10% owner of Local Bounti Corporation, converted 10,299,277 shares of Series A Convertible Preferred Stock into common stock following shareholder approval.

Summary

• The reporting person is Charles R. Schwab, who holds roles as a Director and 10% Owner of Local Bounti Corporation (LOCL).
• On June 11, 2025, Charles R. Schwab acquired 10,299,277 shares of Common Stock at a price of $0 per share.
• This acquisition was a result of the automatic conversion of 10,299,277 shares of Series A Convertible Preferred Stock into Common Stock.
• The conversion was triggered by the approval of the 'Conversion Proposal' at Local Bounti Corporation's 2025 annual meeting of stockholders.
• This approval was in accordance with the terms of a Securities Purchase Agreement dated March 31, 2025.
• Following this transaction, Charles R. Schwab indirectly beneficially owns a total of 13,140,416 shares of Common Stock.
• These shares are held through various entities: 12,000,000 shares via U.S. Bounti, LLC; 271,354 shares via The Charles & Helen Schwab Living Trust U/A DTD 11/22/1985; 10,758 shares via Olive Street Ventures LLC; and 858,284 shares via Live Oak Ventures, LLC.

Sentiment

Score: 7

Explanation: The conversion of preferred stock to common stock, following shareholder approval, is generally a positive step towards simplifying the capital structure and indicates a pre-planned event. The continued significant beneficial ownership by a key insider like Charles R. Schwab is also a positive signal of confidence. There are no negative financial implications directly stated in this filing.

Positives

• The conversion of preferred stock into common stock simplifies Local Bounti Corporation's capital structure.
• Shareholder approval of the 'Conversion Proposal' indicates alignment and support for the company's capital structure strategy.
• Charles R. Schwab's continued significant beneficial ownership (over 13 million shares) demonstrates strong insider alignment and confidence in the company's future.

Negatives

• No direct negatives are apparent from this Form 4 filing, which primarily reports a pre-planned insider transaction.

Risks

• This Form 4 filing reports an insider transaction and does not detail specific risks to the company's operations or financial health.

Future Outlook

The document indicates that the conversion of preferred stock to common stock was contingent on shareholder approval at the 2025 annual meeting, which has now occurred. This suggests a cleaner capital structure moving forward, but no explicit forward-looking statements or guidance on future performance are provided.

Industry Context

This Form 4 filing reports an insider transaction, specifically a conversion of preferred stock to common stock. Such conversions are common mechanisms for simplifying a company's capital structure or for investors to realize their equity stake in a more liquid form. While not directly indicative of broader industry trends, it reflects a specific capital event within Local Bounti Corporation, a company likely operating in the agricultural technology or controlled environment agriculture sector, given its name.

Corporate Governance

Related Party Transactions

• The transaction involves Charles R. Schwab, a Director and 10% owner, converting preferred stock into common stock, which is a transaction between a company and a significant insider.

Stakeholder Impact

• **Shareholders**: The conversion of preferred stock into common stock increases the number of outstanding common shares, potentially leading to dilution for existing common shareholders, though it also simplifies the capital structure. The approval of the conversion proposal by stockholders indicates their consent to this change.
• **Company (Local Bounti Corporation)**: Simplifies the capital structure by eliminating a class of preferred stock, potentially making the company's financials easier to understand and manage.

Next Steps

• No explicit future actions or milestones are mentioned beyond the completion of this conversion.

Key Dates

Keywords

Local Bounti Corporation, LOCL, Charles R. Schwab, SEC Form 4, Insider Transaction, Stock Conversion, Preferred Stock, Common Stock, Beneficial Ownership, Director, 10% Owner, Capital Structure