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BioLargo, Inc. (BLGO) president takes 919K share award tied to lock-up

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BIOLARGO, INC. President and director Dennis P. Calvert reported two stock awards that increased his direct holdings of common stock. On June 30, 2026 he acquired 699,569 shares at $0.1135 per share, and on July 1, 2026 he acquired 219,914 shares at $0.113 per share, both classified as grants or awards rather than open-market purchases.

The shares were issued by the company in exchange for reducing amounts it owed him for salary and unreimbursed business expenses. The awarded shares are subject to a Lock-Up Agreement, restricting sales until the company reports at least $40 million in consolidated gross revenue for any reported period, or its market capitalization exceeds $300 million, or there is a change in control. After these transactions, he directly owns 11,058,108 shares, which include 1,528,695 shares held indirectly through a limited liability company he owns and controls.

Positive

  • None.

Negative

  • None.
Insider CALVERT DENNIS P
Role President
Type Security Shares Price Value
Grant/Award Common Stock 219,914 $0.113 $25K
Grant/Award Common Stock 699,569 $0.1135 $79K
Holdings After Transaction: Common Stock — 11,058,108 shares (Direct, null)
Footnotes (1)
  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. 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). Includes 1,528,695 shares owned indirectly by Reporting Person through a limited liability company owned and controlled by Reporting Person.
June 30 share grant 699,569 shares at $0.1135 Common Stock grant on June 30, 2026
July 1 share grant 219,914 shares at $0.113 Common Stock grant on July 1, 2026
Total shares granted 919,483 shares Combined June 30 and July 1, 2026 awards
Post-transaction holdings 11,058,108 shares Direct common stock owned after July 1, 2026 transaction
Indirect holdings via LLC 1,528,695 shares Owned indirectly through a limited liability company
Revenue lock-up trigger $40 million gross revenue Consolidated revenue threshold to end share lock-up
Market cap lock-up trigger $300 million market capitalization Market value condition to end share lock-up
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.
market capitalization financial
"until the Issuer reports gross revenue of at least $40 million ... or the Issuer's 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 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.
consolidated basis financial
"gross revenue of at least $40 million on a consolidated basis for any reported period"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026A699,569(1)A$0.1135(2)10,838,194D(3)
Common Stock07/01/2026A219,914(1)A$0.113(2)11,058,108D(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. Includes 1,528,695 shares owned indirectly by Reporting Person through a limited liability company owned and controlled by Reporting Person.
/s/ John R. Browning, attorney-in-fact07/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BIOLARGO, INC. (BLGO) report for Dennis P. Calvert?

Dennis P. Calvert reported two stock awards totaling 919,483 common shares. He received 699,569 shares on June 30, 2026 and 219,914 shares on July 1, 2026, both classified as grants or awards rather than open-market purchases.

At what prices were the BIOLARGO (BLGO) shares granted to Dennis P. Calvert?

The June 30, 2026 award was priced at $0.1135 per share, and the July 1, 2026 award at $0.113 per share. These prices determine the value of shares issued in exchange for owed salary and unreimbursed business expenses.

Why did BIOLARGO (BLGO) issue shares to Dennis P. Calvert in this Form 4?

The company issued shares in exchange for reducing amounts it owed him for salary and unreimbursed business expenses. The number of shares was calculated as the product of shares issued and the stated acquisition price per share, converting payables into equity.

What lock-up conditions apply to Dennis P. Calvert’s new BIOLARGO (BLGO) shares?

The new shares are subject to a Lock-Up Agreement restricting sales until BioLargo reports at least $40 million in consolidated gross revenue for any period, or its market capitalization exceeds $300 million, or there is a change in control of the company.

How many BIOLARGO (BLGO) shares does Dennis P. Calvert own after these transactions?

After the reported grants, Dennis P. Calvert directly owns 11,058,108 common shares. This figure includes 1,528,695 shares held indirectly through a limited liability company that he owns and controls, as described in the filing’s footnote.

Are Dennis P. Calvert’s BIOLARGO (BLGO) awards open-market purchases?

No. Both transactions are coded as grants or awards, not open-market purchases. The shares were issued by BioLargo in exchange for reducing outstanding salary and expense obligations, and are further restricted by a performance and valuation-based Lock-Up Agreement.