BioLargo science chief Code gifts 2M shares

The aggregate total shares includes 22,139,012 shares Kenneth Reay Code owns indirectly through a wholly owned corporation.

Rhea-AI Filing Summary

BioLargo, Inc. (BLGO) Chief Science Officer and director Kenneth Reay Code acquired 566,261 common shares on September 30, 2026, at $0.08 per share in exchange for a reduction in amounts BioLargo owed him for salary and unreimbursed business expenses. The acquired shares are subject to a lock-up agreement restricting sale until BioLargo 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. On the same date, Code gifted 2,000,000 common shares.

Insider Trade Summary

2,000,000 shares gifted

Gift 2 txns

Insider CODE KENNETH REAY

Role Chief Science Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2, F3	566,261	$0.08	$45K
Gift	Common Stock F3	2,000,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 24,974,580 shares (Direct)

Footnotes (3)

1. F1. The shares acquired 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 acquired and the 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

Shares acquired: 566,261 common shares Acquisition price per share: $0.08 per share Shares gifted: 2,000,000 common shares +3 more

6 metrics

Shares acquired 566,261 common shares September 30, 2026; exchanged for a reduction in amounts owed for salary and unreimbursed business expenses.

Acquisition price per share $0.08 per share For the September 30, 2026 acquisition.

Shares gifted 2,000,000 common shares September 30, 2026.

Lock-up gross-revenue condition At least $40 million Consolidated gross revenue for any reported period.

Lock-up market-capitalization condition Exceeds $300 million Market capitalization.

Indirectly owned shares 22,139,012 shares Owned by Kenneth Reay Code through a wholly owned corporation and included in aggregate total shares.

Key Terms

Lock-Up Agreement, gross revenue, market capitalization, change in control

4 terms

Lock-Up Agreement technical

"subject to a 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 financial

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

Total money a company brings in from selling goods or services before subtracting any costs, returns, discounts or allowances. Think of it as the full amount shown on a cash register tape before making change or paying bills. Investors watch gross revenue to see how much demand a business is generating and whether sales are growing, but they also look at profit and expense measures to judge true financial health.

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 Chief Science Officer Kenneth Reay Code acquire?

Kenneth Reay Code acquired 566,261 BioLargo common shares on September 30, 2026, at $0.08 per share, in exchange for a reduction in amounts owed for salary and unreimbursed business expenses. The shares are restricted from sale until BioLargo 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.

How many BLGO shares did Kenneth Reay Code gift?

He gifted 2,000,000 BioLargo common shares on September 30, 2026.

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

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Available on EDGAR 10/02/2026 - 07:33 PM Accepted by SEC EDGAR 10/02/2026 - 07:32 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)
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		566,261(1)	A	$0.08(2)	26,974,580(3)	D
Common Stock	09/30/2026		G		2,000,000	D	$0	24,974,580(3)	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. The shares acquired 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 acquired and the 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	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)