BioLargo president receives 931,886 shares for pay

The 931,886 directly issued shares are restricted from sale until a revenue, market-capitalization or change-in-control condition is met.

Rhea-AI Filing Summary

BioLargo, Inc. President Dennis P. Calvert received 931,886 shares of common stock on September 30, 2026, in exchange for reducing amounts the company owed him for salary and unreimbursed business expenses, at an acquisition price of $0.08 per share. The shares are locked up and restricted from sale until the company reports gross revenue of at least $40 million on a consolidated basis for any reported period, its market capitalization exceeds $300 million, or a change in control occurs. A limited liability company owned and controlled by Calvert also acquired 2,000,000 shares as a gift; reported beneficial ownership following that transaction includes 3,528,695 shares held indirectly through the company.

Insider Trade Summary

2,000,000 shares gifted

Gift 2 txns

Insider CALVERT DENNIS P

Role President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2, F3	931,886	$0.08	$75K
Gift	Common Stock F4	2,000,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 13,989,994 shares (Direct)

Footnotes (4)

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 issued and the acquisition price per share).
3. F3. The amount of securities beneficially owned following the reported transaction includes 1,528,695 shares owned indirectly by Reporting Person through a limited liability company owned and controlled by Reporting Person.
4. F4. The 2,000,000 acquired shares were acquired by a limited liability company owned and controlled by Reporting Person. The amount of securities beneficially owned following the reported transaction includes 3,528,695 shares owned indirectly by Reporting Person through the same limited liability company owned and controlled by Reporting Person.

Key Figures

Common shares received directly: 931,886 shares Acquisition price per share: $0.08 per share Consolidated gross revenue threshold: At least $40 million +4 more

7 metrics

Common shares received directly 931,886 shares September 30, 2026

Acquisition price per share $0.08 per share Shares issued to Dennis P. Calvert

Consolidated gross revenue threshold At least $40 million For any reported period; condition for the lock-up to end

Market capitalization threshold Exceeds $300 million Condition for the lock-up to end

Shares acquired by LLC as a gift 2,000,000 shares September 30, 2026; LLC owned and controlled by Dennis P. Calvert

Shares held indirectly through LLC 3,528,695 shares Beneficial ownership following the reported gift transaction

Shares held indirectly through LLC 1,528,695 shares Beneficial ownership following the reported share issuance

Key Terms

Lock-Up Agreement, gross revenue on a consolidated basis, beneficially owned, market capitalization, +1 more

5 terms

Lock-Up Agreement technical

"Lock-Up Agreement dated as of the issuance date"

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.

gross revenue on a consolidated basis financial

"gross revenue of at least $40 million on a consolidated basis"

beneficially owned regulatory

"securities beneficially owned following the reported transaction"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

market capitalization financial

"market capitalization exceeds $300 million"

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 technical

"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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did BLGO President Dennis P. Calvert receive?

Dennis P. Calvert received 931,886 shares of common stock on September 30, 2026, in exchange for reducing amounts BioLargo owed him for salary and unreimbursed business expenses. The reported acquisition price was $0.08 per share.

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

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Available on EDGAR 10/02/2026 - 07:30 PM Accepted by SEC EDGAR 10/02/2026 - 07:30 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^*

CALVERT DENNIS P

(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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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	09/30/2026		A		931,886(1)	A	$0.08(2)	11,989,994	D(3)
Common Stock	09/30/2026		G		2,000,000	A	$0	13,989,994	D(4)

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 issued and the acquisition price per share).

3. The amount of securities beneficially owned following the reported transaction includes 1,528,695 shares owned indirectly by Reporting Person through a limited liability company owned and controlled by Reporting Person.

4. The 2,000,000 acquired shares were acquired by a limited liability company owned and controlled by Reporting Person. The amount of securities beneficially owned following the reported transaction includes 3,528,695 shares owned indirectly by Reporting Person through the same limited liability company owned and controlled by Reporting Person.

	/s/ John R. Browning, attorney-in-fact	10/02/2026
	** 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)