BioLargo (BLGO) CSO takes 532,567-share stock grant under lock-up terms

Rhea-AI Filing Summary

BIOLARGO, INC. Chief Science Officer and director Kenneth Reay Code received a grant of 532,567 shares of common stock at an acquisition price of $0.1135 per share. The shares were issued by the company in exchange for reducing amounts owed to him for salary and unreimbursed business expenses.

The new award is subject to a Lock-Up Agreement that restricts any sale until the company reports at least $40 million of gross revenue on a consolidated basis for a reported period, its market capitalization exceeds $300 million, or there is a change in control. Following this grant, Code beneficially owns 26,408,319 shares, including 22,139,012 shares held indirectly through a wholly owned corporation.

Insider Trade Summary

Net Buyer: 532,567 shares

Net Buy 1 txn

Insider CODE KENNETH REAY

Role Chief Science Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	532,567	$0.1135	$60K

Holdings After Transaction: Common Stock — 26,408,319 shares (Direct)

Footnotes (3)

1. F1. The shares issued are subject to a Lock-Up Agreement dated as of the issuance date whereby shares are locked-up and restricted from sale until the Issuer reports gross revenue of at least $40 million on a consolidated basis for any reported period (e.g, quarter or annual), or the Issuer's market capitalization exceeds $300 million, or there is a "change in control" in the Issuer.
2. F2. Shares received from Issuer in exchange for a reduction in amounts owed by Issuer to Reporting Person for salary and unreimbursed business expenses (equal to the product of the number of shares and acquisition price per share).
3. F3. Aggregate total shares includes 22,139,012 shares owned indirectly by Reporting Person through a wholly owned corporation.

Key Figures

Share grant size: 532,567 shares Grant price: $0.1135 per share Total shares owned: 26,408,319 shares +3 more

6 metrics

Share grant size 532,567 shares Common stock grant to Kenneth Reay Code

Grant price $0.1135 per share Acquisition price for granted common stock

Total shares owned 26,408,319 shares Beneficial ownership after transaction

Indirectly owned shares 22,139,012 shares Held through wholly owned corporation

Revenue lock-up trigger $40 million gross revenue Consolidated revenue required for lock-up release

Market cap lock-up trigger $300 million market capitalization Alternative condition for lock-up release

Key Terms

Lock-Up Agreement, consolidated basis, market capitalization, change in control

4 terms

Lock-Up Agreement financial

"The shares issued are subject to a Lock-Up Agreement dated as of the issuance date whereby shares are locked-up and restricted from sale..."

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

consolidated basis financial

"until the Issuer reports gross revenue of at least $40 million on a consolidated basis for any reported period..."

market capitalization financial

"or the Issuer's market capitalization exceeds $300 million, or there is a "change in control" in the Issuer."

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

change in control financial

"or there is a "change in control" in the Issuer."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

What insider transaction did BIOLARGO (BLGO) report for Kenneth Reay Code?

BIOLARGO reported that Chief Science Officer and director Kenneth Reay Code received 532,567 shares of common stock. The shares were issued as a grant in exchange for reducing amounts the company owed him for salary and unreimbursed business expenses, at an acquisition price of $0.1135 per share.

How were the new BIOLARGO (BLGO) shares to Kenneth Reay Code priced and structured?

The grant to Kenneth Reay Code covered 532,567 common shares at $0.1135 per share. According to the disclosure, these shares were received from BIOLARGO in exchange for a reduction of salary and unreimbursed business expenses, rather than an open-market purchase or cash compensation.

What lock-up restrictions apply to Kenneth Reay Code’s new BIOLARGO (BLGO) shares?

The granted shares are subject to a Lock-Up Agreement restricting sales. They cannot be sold until BIOLARGO reports at least $40 million of consolidated gross revenue for a period, its market capitalization exceeds $300 million, or a change in control of the company occurs.

How many BIOLARGO (BLGO) shares does Kenneth Reay Code own after this transaction?

After the grant, Kenneth Reay Code beneficially owns 26,408,319 BIOLARGO common shares. This total includes 22,139,012 shares held indirectly through a wholly owned corporation, in addition to his directly held shares reported in the Form 4 filing.

Was Kenneth Reay Code’s BIOLARGO (BLGO) share grant an open-market purchase or sale?

The transaction was not an open-market trade. It is reported as a grant or award, with BIOLARGO issuing 532,567 shares to Kenneth Reay Code in exchange for reducing amounts owed to him for salary and unreimbursed business expenses, under the terms described in the filing.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 06:02 PM Accepted by SEC EDGAR 07/07/2026 - 06:01 PM Learn about SEC filing dates

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^*

CODE KENNETH REAY

(Last) (First) (Middle)

14921 CHESTNUT ST.

(Street)

WESTMINSTER CALIFORNIA 92683

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BIOLARGO, INC. [ BLGO ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Science Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026

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
Common Stock	07/07/2026		A		532,567(1)	A	$0.1135(2)	26,408,319	D(3)

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. The shares issued are subject to a Lock-Up Agreement dated as of the issuance date whereby shares are locked-up and restricted from sale until the Issuer reports gross revenue of at least $40 million on a consolidated basis for any reported period (e.g, quarter or annual), or the Issuer's market capitalization exceeds $300 million, or there is a "change in control" in the Issuer.

2. Shares received from Issuer in exchange for a reduction in amounts owed by Issuer to Reporting Person for salary and unreimbursed business expenses (equal to the product of the number of shares and acquisition price per share).

3. Aggregate total shares includes 22,139,012 shares owned indirectly by Reporting Person through a wholly owned corporation.

	/s/ John R. Browning, attorney-in-fact	07/07/2026
	** 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)