Blue Gold Ltd (BGL) CEO receives multi-year and performance-based share grants

Rhea-AI Filing Summary

Cavaghan Andrew reported acquisition or exercise transactions in this Form 4 filing.

Blue Gold Ltd CEO and director Cavaghan Andrew reported equity compensation awards in Class A ordinary shares. On April 2, 2026, he received three grants: 157,500 fully vested shares, 890,000 time-based restricted shares, and 1,400,000 performance-based restricted shares, all at $0.00 per share.

The time-based restricted shares vest daily across financial years 2026–2029, while the performance-based awards vest in tranches tied to volume-weighted average price hurdles of $15 and $35. The filing also lists additional direct and indirect holdings through entities such as Pegasus Capital Limited, Pegasus Capital Holdings Limited, Blue Gold Holdings Limited, and his spouse.

Insights

Corporate governance analyst

CEO receives large share awards with multi-year and performance vesting.

Blue Gold Ltd granted CEO and director Cavaghan Andrew several tranches of Class A ordinary shares as equity compensation under the 2025 Equity Incentive Plan. These are non-cash awards at $0.00 per share, structured as fully vested, time-based, and performance-based restricted shares.

The time-based tranche vests daily through financial years 2026–2029, and a separate performance-based tranche vests only if volume-weighted average price targets of $15 and $35 per share are achieved over specified 60-of-90 trading day periods. This design links a material portion of the CEO’s potential equity to both tenure and share-price performance, while the filing also confirms sizable existing direct and indirect holdings through affiliated entities.

Insider Trade Summary

Net Buyer: 2,447,500 shares

Net Buy 8 txns

Insider Cavaghan Andrew

Role CEO and Director

Type	Security	Shares	Price	Value
Grant/Award	Class A ordinary shares	157,500	$0.00	$0.00
Grant/Award	Class A ordinary shares	890,000	$0.00	$0.00
Grant/Award	Class A ordinary shares	1,400,000	$0.00	$0.00
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--

Holdings After Transaction: Class A ordinary shares — 2,395,484 shares (Direct); Class A ordinary shares — 2,631,965 shares (Indirect, By Pegasus Capital Limited, the Reporting Person's corporation.); Class A ordinary shares — 6,780 shares (Indirect, By Pegasus Capital Holdings Limited, the Reporting Person's corporation.); Class A ordinary shares — 350,000 shares (Indirect, By Blue Gold Holdings Limited, the Reporting Person's corporation.); Class A ordinary shares — 1,738 shares (Indirect, By Spouse.)

Footnotes (6)

1. F1. Reporting Person is the sole owner of Pegasus Capital Limited and as such has sole voting and dispositive power with respect to such shares.
2. F2. 6,780 shares of the Company's Class A Ordinary Shares are owned by Pegasus Capital Holdings Limited, or PCHL. The Reporting Person is a 50% shareholder of PCHL, and, as such, has voting and dispositive power over such shares.
3. F3. Reporting Person is the sole director of Blue Gold Holdings Limited, or BGHL, and as such is deemed to have beneficial ownership of the 350,000 Class A ordinary shares held by BGHL.
4. F4. Represents fully vested Class A Ordinary Shares granted to the Reporting Person pursuant to the Issuer's 2025 Equity Incentive Plan (the "Plan").
5. F5. Represents restricted Class A Ordinary Shares (the "Restricted Shares") granted to the Reporting Person pursuant to the Plan. The Restricted Shares will vest on a daily basis over the following schedule: (i) 390,000 in financial year 2026, (ii) 240,000 in financial year 2027, (iii) 175,000 in financial year 2028 and (iv) 85,000 in financial year 2029.
6. F6. Represents Restricted Shares granted to the Reporting Person pursuant to the Plan. 600,000 of the Restricted Shares will vest when the volume-weighted average price of the Issuer's Class A Ordinary Shares over any sixty (60) trading day period within the precedent ninety (90) consecutive trading days period is greater than or equal to $15 per Class A Ordinary Share. 800,000 of the Restricted Shares will vest when the volume-weighted average price of the Issuer's Class A Ordinary Shares over any sixty (60) trading day period within the precedent ninety (90) consecutive trading days period is greater than or equal to $35 per Class A Ordinary Share.

Key Figures

Fully vested grant: 157,500 shares Time-based restricted shares: 890,000 shares Performance-based restricted shares: 1,400,000 shares +5 more

8 metrics

Fully vested grant 157,500 shares Class A ordinary shares granted fully vested on April 2, 2026

Time-based restricted shares 890,000 shares Restricted Class A shares vesting daily FY 2026–2029

Performance-based restricted shares 1,400,000 shares Restricted Class A shares with VWAP hurdles

2026 vesting tranche 390,000 shares Time-based restricted shares vesting in financial year 2026

2027 vesting tranche 240,000 shares Time-based restricted shares vesting in financial year 2027

2028 vesting tranche 175,000 shares Time-based restricted shares vesting in financial year 2028

2029 vesting tranche 85,000 shares Time-based restricted shares vesting in financial year 2029

VWAP hurdle levels $15 and $35 per share Performance vesting VWAP targets over 60-of-90 trading days

Key Terms

Restricted Shares, volume-weighted average price, Equity Incentive Plan, beneficial ownership

4 terms

Restricted Shares financial

"Represents restricted Class A Ordinary Shares (the "Restricted Shares") granted to the Reporting Person pursuant to the Plan."

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

volume-weighted average price financial

"will vest when the volume-weighted average price of the Issuer's Class A Ordinary Shares over any sixty (60) trading day period"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Equity Incentive Plan financial

"granted to the Reporting Person pursuant to the Issuer's 2025 Equity Incentive Plan (the "Plan")."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

beneficial ownership financial

"is deemed to have beneficial ownership of the 350,000 Class A ordinary shares held by BGHL."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 09:45 PM Learn about SEC filing dates

FAQ

What equity awards did Blue Gold Ltd (BGL) grant to its CEO on April 2, 2026?

Blue Gold Ltd granted CEO Cavaghan Andrew 157,500 fully vested Class A shares, 890,000 time-based restricted shares, and 1,400,000 performance-based restricted shares, all at zero cost, under the company’s 2025 Equity Incentive Plan as part of his equity compensation.

How do the time-based restricted shares for Blue Gold Ltd (BGL) CEO vest?

The time-based restricted shares vest daily across several financial years: 390,000 in 2026, 240,000 in 2027, 175,000 in 2028, and 85,000 in 2029. This structure encourages continued service over a multi-year period while gradually delivering ownership.

What performance conditions apply to the CEO’s Blue Gold Ltd (BGL) restricted shares?

The performance-based restricted shares vest only if volume-weighted average price targets are reached. 600,000 shares vest if VWAP is at least $15, and 800,000 vest if VWAP is at least $35 over any 60 trading days within a 90-day period.

Are Blue Gold Ltd (BGL) CEO share grants open-market purchases or compensation awards?

The reported transactions are compensation awards, not open-market purchases. All three grants use transaction code A, indicating grant or award acquisitions at a price of $0.00 per share under the company’s 2025 Equity Incentive Plan.

What indirect Blue Gold Ltd (BGL) holdings are associated with the CEO?

Indirect holdings include shares owned by Pegasus Capital Limited, Pegasus Capital Holdings Limited, Blue Gold Holdings Limited, and his spouse. Footnotes indicate Cavaghan Andrew has voting and dispositive power or beneficial ownership over these entities’ Class A ordinary share positions.

Does Blue Gold Ltd (BGL) CEO hold shares directly as well as through entities?

Yes. The filing lists direct Class A ordinary share holdings in his own name and additional indirect positions through Pegasus Capital Limited, Pegasus Capital Holdings Limited, Blue Gold Holdings Limited, and his spouse, reflecting a combination of personal and entity-based ownership.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cavaghan Andrew

(Last) (First) (Middle)

C/O BLUE GOLD LIMITED

94 SOLARIS AVENUE

(Street)

CAMANA BAY KYI-1108

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Issuer Name and Ticker or Trading Symbol
Blue Gold Ltd [ BGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Director

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares								2,631,965	I	By Pegasus Capital Limited, the Reporting Person's corporation.(1)
Class A ordinary shares								6,780	I	By Pegasus Capital Holdings Limited, the Reporting Person's corporation.(2)
Class A ordinary shares								350,000	I	By Blue Gold Holdings Limited, the Reporting Person's corporation.(3)
Class A ordinary shares								1,738	I	By Spouse.
Class A ordinary shares								995,484	D
Class A ordinary shares	04/02/2026		A		157,500(4)	A	$0	157,500	D
Class A ordinary shares	04/02/2026		A		890,000(5)	A	$0	890,000	D
Class A ordinary shares	04/02/2026		A		1,400,000(6)	A	$0	1,400,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reporting Person is the sole owner of Pegasus Capital Limited and as such has sole voting and dispositive power with respect to such shares.

2. 6,780 shares of the Company's Class A Ordinary Shares are owned by Pegasus Capital Holdings Limited, or PCHL. The Reporting Person is a 50% shareholder of PCHL, and, as such, has voting and dispositive power over such shares.

3. Reporting Person is the sole director of Blue Gold Holdings Limited, or BGHL, and as such is deemed to have beneficial ownership of the 350,000 Class A ordinary shares held by BGHL.

4. Represents fully vested Class A Ordinary Shares granted to the Reporting Person pursuant to the Issuer's 2025 Equity Incentive Plan (the "Plan").

5. Represents restricted Class A Ordinary Shares (the "Restricted Shares") granted to the Reporting Person pursuant to the Plan. The Restricted Shares will vest on a daily basis over the following schedule: (i) 390,000 in financial year 2026, (ii) 240,000 in financial year 2027, (iii) 175,000 in financial year 2028 and (iv) 85,000 in financial year 2029.

6. Represents Restricted Shares granted to the Reporting Person pursuant to the Plan. 600,000 of the Restricted Shares will vest when the volume-weighted average price of the Issuer's Class A Ordinary Shares over any sixty (60) trading day period within the precedent ninety (90) consecutive trading days period is greater than or equal to $15 per Class A Ordinary Share. 800,000 of the Restricted Shares will vest when the volume-weighted average price of the Issuer's Class A Ordinary Shares over any sixty (60) trading day period within the precedent ninety (90) consecutive trading days period is greater than or equal to $35 per Class A Ordinary Share.

	/s/ Carla Parsons, Attorney-in-Fact	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)