BioLargo (BLGO) director, CSO granted locked-up shares for debt reduction

Rhea-AI Filing Summary

BioLargo, Inc. director and Chief Science Officer received 54,803 shares of common stock on 12/31/2025 at an acquisition price of $0.1843 per share. The shares were issued by the company in exchange for a reduction in amounts owed to the reporting person for salary and unreimbursed business expenses.

The newly issued shares are subject to a Lock-Up Agreement that restricts sales until BioLargo reports gross revenue of at least $40 million for any reported period, or its market capitalization exceeds $300 million, or there is a change in control. Following this transaction, the reporting person beneficially owns 25,806,308 shares of BioLargo common stock, including 22,139,012 shares held indirectly through a wholly owned corporation.

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
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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 CA 92683

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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

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

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	12/31/2025		A		54,803(1)	A	$0.1843(2)	25,806,308	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	01/05/2026
	** 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.

FAQ

What insider transaction did BioLargo (BLGO) report on December 31, 2025?

BioLargo reported that a director and Chief Science Officer acquired 54,803 shares of common stock on 12/31/2025. The shares were received from the company in exchange for a reduction in salary and unreimbursed business expenses owed to the reporting person, at an acquisition price of $0.1843 per share.

How many BioLargo (BLGO) shares does the reporting person now beneficially own?

After the reported transaction, the reporting person beneficially owns 25,806,308 BioLargo common shares. This total includes 22,139,012 shares owned indirectly through a wholly owned corporation.

What are the lock-up terms on the new BioLargo (BLGO) shares?

The 54,803 shares issued on 12/31/2025 are subject to a Lock-Up Agreement. The shares are restricted from sale until BioLargo reports consolidated gross revenue of at least $40 million for any reported period, or its market capitalization exceeds $300 million, or there is a change in control of the company.

Why did BioLargo (BLGO) issue these shares to the insider instead of paying cash?

The filing states that the shares were received from BioLargo in exchange for a reduction in amounts owed by the company to the reporting person for salary and unreimbursed business expenses. The value was equal to the product of the number of shares and the acquisition price per share.

What is the reporting person’s role at BioLargo (BLGO)?

The reporting person is both a director and an officer of BioLargo, serving as the company’s Chief Science Officer, as indicated in the filing.

Is this BioLargo (BLGO) insider transaction a joint filing with others?

No. The document indicates that the Form was filed by one reporting person, not by more than one reporting person.