Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

v3.26.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
In 2020, the Company adopted an Equity Incentive Plan (the "2020 Plan"), pursuant to which the Company’s Board of Directors could grant stock awards to employees and service providers. According to the 2020 Plan, incentive stock options could only be granted to eligible employees. Non-statutory stock options, stock appreciation rights, restricted stock, RSUs, and employee stock purchase plan were also included in the 2020 Plan and could be granted to service providers. In October 2021, the Company adopted a new Equity Incentive Plan (the "2021 Plan"), which replaced the 2020 Plan. The 2020 Plan terminated upon the effectiveness of the 2021 Plan, at which time the outstanding awards previously granted thereunder were assumed by the Company. Following termination of the 2020 Plan, no new awards will be granted under such plan, but previously granted awards will continue to be subject to the terms and conditions of the 2020 Plan and the stock award agreements pursuant to which such awards were granted. Under the 2021 Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, and certain other awards which are settled in the form of common shares under the 2021 Plan.

Restricted Common Stock Awards
The Company has granted change in control restricted common stock awards ("RSAs") under the 2020 Plan. Upon a "change in control" (as defined in the 2020 Plan) of Local Bounti, the change in control restricted common stock awards would vest in full. If a "qualified public offering" of the common stock of Local Bounti occurred (as defined in the 2020 Plan, which includes the consummation of the Business Combination) prior to a change in control, then the change in control restricted common stock would vest upon the vesting schedule set forth in the 2020 Plan or individual award agreements. The fair value of the restricted common stock-based compensation awards was determined using the fair market value of the Company’s common stock on the date of the grant as determined by the Board.
In November 2021, Legacy Local Bounti and certain restricted stockholders amended their change in control restricted stock awards to remove the vesting trigger and converted the vesting to four-year time-based vesting, with 10% vesting on the first anniversary of the original vesting commencement date and 30% vesting on each anniversary thereafter, subject to the grantee’s continued service on each applicable vesting date. As the vesting trigger was removed, the Company was required to recognize the compensation expenses through the Consolidated Statements of Operations.

A summary of the RSA activity for 2025 and 2024 is as follows:

Number of Shares of Restricted Common Stock Awards(1)


Average Grant-Date Fair Value(1)
Unvested at December 31, 2023
135,701
$
23.60
Vested, unsettled
(111,344)
$
20.83
Unvested at December 31, 2024
24,357
$
36.27
Vested
(24,357)
$
36.27
Unvested and outstanding at December 31, 2025
$

Total expense of RSAs for the years ended December 31, 2025 and 2024 was $0.1 million and $0.6 million, respectively. As of December 31, 2025, there is no remaining compensation cost related to unvested RSAs as they have all been vested.
Restricted Stock Units

The Company has granted restricted stock units ("RSUs") under the 2020 Plan and the 2021 Plan. The Company has entered into various RSU agreements with both employees and nonemployees. The vesting for these RSUs range from zero to four years on a graded vesting schedule.

A summary of the RSU activity for 2025 and 2024 is as follows:

Number of RSUs(1)
Average Grant-Date Fair Value(1)
Unvested at December 31, 2023
689,837
$
47.43
Granted
1,108,882
$
2.96
Forfeited
(139,621)
$
33.26
Vested
(432,790)
$
36.53
Unvested and outstanding at December 31, 2024
1,226,308
$
12.60
Granted
3,619,075
$
2.44
Forfeited
(348,131)
$
3.98
Vested
(1,632,177)
$
9.25
Unvested and outstanding at December 31, 2025
2,865,075
$
2.70

The total expense value of RSUs for the years ended December 31, 2025 and 2024 was $5.1 million and $2.7 million, respectively. As of December 31, 2025, the total compensation cost related to unvested RSUs not yet recognized is $5.1 million. Unvested RSUs not yet recognized are expected to be recognized over a weighted average period of 1.4 years.