Blue Gold (Nasdaq: BGL) CEO swaps $2.25M cash pay for long-term stock
Rhea-AI Filing Summary
Blue Gold Limited has overhauled CEO Andrew Cavaghan’s pay, replacing cash with equity. The board approved an amended employment agreement and granted a total of 2,447,500 Class A ordinary shares under the 2025 Equity Incentive Plan, in lieu of previously approved cash and stock-based compensation.
The package includes 2,290,000 restricted shares with time-based and performance-based vesting and 157,500 unrestricted shares for past service. Cavaghan’s cash compensation is reduced to $1 per year, effective retroactively from January 1, 2026. A related press release highlights that he is forgoing about $2.25 million in annual cash and incentive pay for a long-term equity package with a current value of less than $3 million, largely tied to multi-year vesting and share price appreciation targets through December 31, 2029.
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Insights
Blue Gold’s CEO shifts from cash to long-dated, performance-linked equity.
Blue Gold Limited has restructured CEO Andrew Cavaghan’s compensation so it is almost entirely equity-based. He is forgoing about $2.25 million in annual cash and incentive pay in exchange for 2,447,500 Class A ordinary shares granted under the 2025 Equity Incentive Plan.
The package combines unrestricted shares with large time-based and performance-based restricted tranches vesting through December 31, 2029. The press release notes an implied breakeven around $25 per share and full upside at $35 or higher, directly linking realized value to long-term share price performance.
Cavaghan’s salary is cut to $1 per year, which helps conserve cash and ties his economics more tightly to equity outcomes. The company states that this supports capital discipline while it advances the Bogoso Prestea asset, arbitration efforts, and its gold trading and tokenisation platform.
Key Figures
Key Terms
Restricted Stock Grant Agreement financial
Unrestricted Stock Grant Agreement financial
2025 Equity Incentive Plan financial
performance-based vesting financial
asset-backed digital instruments financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number 001-42717
Blue Gold Limited
(Translation of registrant’s name into English)
94 Solaris Avenue
Camana Bay
PO Box 1348
Grand Cayman KY1-1108
Cayman Islands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT
Amendment of Employment Agreement and Grant of Class A Ordinary Shares
On April 2, 2026, the board of directors (the “Board”) of Blue Gold Limited (the “Company”) approved, and the Company entered into, an amended employment agreement with its chief executive officer, Andrew Cavaghan (the “Amended Employment Agreement”). In connection with the Amended Employment Agreement, the Compensation Committee of the Board approved grants to Mr. Cavaghan of an aggregate of 2,447,500 Class A ordinary shares (the “April 2026 Grant”) under the Company’s 2025 Equity Incentive Plan (the “Plan”), in lieu of previously approved cash and stock-based compensation. The grants consist of (i) 2,290,000 restricted Class A ordinary shares, which are subject to time-based and/or performance-based vesting, and (ii) 157,500 unrestricted Class A ordinary shares, in consideration for Mr. Cavaghan’s service to the Company. Mr. Cavaghan has entered into a Restricted Stock Grant Agreement and an Unrestricted Stock Grant Agreement with the Company, evidencing the terms and conditions of each such grant, which are subject to all of the terms and conditions of the Plan.
In addition, pursuant to the Amended Employment Agreement, Mr. Cavaghan’s cash compensation shall be reduced to $1 USD per annum. Effectiveness of the terms and conditions of the Amended Employment Agreement is retroactive to January 1, 2026.
The foregoing descriptions of the Amended Employment Agreement, the form of Restricted Stock Grant Agreement and the form of Unrestricted Stock Grant Agreement are not intended to be complete and are qualified in their entirety by reference to such agreements, copies of which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Report on Form 6-K.
Other Events
On April 7, 2026, the Company issued a press release announcing the Amended Employment Agreement. A copy of the press release is attached hereto as Exhibit 99.1
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment to Employment Agreement, dated April 2, 2026, with Andrew Cavaghan | |
| 10.2 | Form of Restricted Stock Grant Agreement | |
| 10.3 | Form of Unrestricted Stock Grant Agreement | |
| 99.1 | Press Release, dated April 7, 2026 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 7, 2026
| BLUE GOLD LIMITED | ||
| By: | /s/ Lorenz Werndle | |
| Lorenz Werndle | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
Blue Gold CEO Transitions to 100% Equity Compensation, Strengthening Alignment with Shareholders and Demonstrating Confidence in Long-Term Value
NEW YORK, NY, April 7, 2026 /PRNewswire/ — Blue Gold Limited (Nasdaq: BGL) (“Blue Gold” or the “Company”), a next-generation gold development and technology company, today announced that its Board of Directors has approved a revised compensation structure for Chief Executive Officer Andrew Cavaghan, transitioning his compensation to be entirely stock-based.
Under the new arrangement, Cavaghan voluntarily elected to forgo cash compensation, including base salary and incentive compensation previously valued at approximately $2.25 million per annum, in exchange for a long-term equity package. The stock award consists of a combination of unrestricted and time-based and performance restricted shares, with a current aggregate value of less than $3 million based on recent trading levels.
The revised structure directly aligns the CEO’s compensation with long-term shareholder value creation. A significant portion of the equity award is subject to multi-year vesting and performance conditions tied to share price appreciation. To fully realize the value of the compensation foregone, the Company’s share price must reach levels significantly above current trading levels, with meaningful value creation occurring only if the stock materially appreciates over time.
“I strongly believe in the underlying value of Blue Gold and the significant disconnect between our current market valuation and our asset base and strategic positioning,” said Cavaghan. “Transitioning to 100% equity compensation reflects my conviction in the Company’s future and my commitment to long-term value creation for shareholders. This structure ensures that my incentives are fully aligned with investors — I only benefit if our shareholders benefit, and that outcome is tied to meaningful appreciation in our share price over the coming years.”
Long-Term Commitment and Performance Orientation
The equity package is designed to tightly align the CEO’s economic outcome with long-term shareholder returns, with vesting extending through December 31, 2029 and requiring continued service without cash compensation. A significant portion of the award is performance-based and tied directly to sustained share price appreciation, such that value is realized only through meaningful stock price gains. The structure implies an approximate breakeven at $25 per share, with full upside requiring a share price of $35 or higher, underscoring strong confidence in the Company’s long-term trajectory.
Preserving Cash and Strengthening Capital Discipline
The transition to equity-based compensation is expected to preserve significant cash resources, further strengthening the Company’s balance sheet and enabling disciplined capital allocation toward its core strategic priorities, including advancing the Bogoso Prestea asset and arbitration process, scaling its gold trading and tokenisation platform, and supporting operational readiness for future production.
“This decision reflects a disciplined approach to capital allocation and a focus on long-term value creation,” added Cavaghan. “We are prioritizing investment into the opportunities we believe will drive the greatest returns for shareholders, while ensuring my incentives remain fully aligned with that outcome.”
About Blue Gold Limited
Blue Gold Limited (Nasdaq: BGL) is a next-generation gold development company focused on acquiring and aggregating high-potential mining assets across strategic global jurisdictions. The Company’s mission is to unlock untapped value in the gold sector by combining disciplined resource acquisition with innovative monetization models, including asset-backed digital instruments. Blue Gold is committed to responsible development, operational transparency, and leveraging modern financial technologies to redefine how gold is produced, accessed, and owned in the 21st century.
Blue Gold prioritizes growth, sustainable development, and transparency in all our business practices. We believe that our commitment to responsible mining will enable us to create value for our shareholders while minimizing our environmental footprint.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements include, but are not limited to: general economic or political conditions; negative economic conditions that could impact Blue Gold Limited and the gold industry in general; reduction in demand for Blue Gold Limited’s products; changes in the markets that Blue Gold Limited targets; and any change in laws applicable to Blue Gold Limited or any regulatory or judicial interpretation. As a result, we cannot assure you that the forward-looking statements included in this press release will prove to be accurate or correct. These and other important factors and risks are discussed in Blue Gold Limited’s shell company report on Form 20-F, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2025, and other filings with the SEC. In light of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in this press release might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to, and will not, update any forward-looking statements, whether as a result of new information, future events, or otherwise. For more information regarding Blue Gold Limited, please visit https://bluegoldmine.com.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption.
For Further Information Contact:
Dave Gentry
RedChip Companies, Inc.
1-800-REDCHIP (733-2447)
1-407-644-4256
BGL@redchip.com