BioLargo (NASDAQ: BLGO) director receives new stock options for fees

Rhea-AI Filing Summary

BioLargo, Inc. director reports new stock option grants for board service. A company director filed a Form 4 disclosing two stock option awards dated 12/31/2025. One option to purchase 122,084 shares of common stock at an exercise price of $0.1843 per share was granted to replace an earlier option for 45,000 shares that had compensated $22,500 of services and had recently expired unexercised. A second option to purchase 101,736 shares at $0.17 per share was issued as payment of $18,750 in fees for service on the board for the most recently completed quarter under BioLargo’s 2024 Equity Incentive Plan. Both options are exercisable on 12/31/2025 and expire on 12/31/2035, reflecting equity-based compensation to the director instead of cash.

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

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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^*

Marshall Dennis E

(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
	Officer (give title below)		Other (specify below)

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

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
Option to Purchase Common Stock	$0.1843	12/31/2025		A		122,084		12/31/2025	12/31/2035	Common Stock	122,084	(1)	5,144,645(2)	D
Option to Purchase Common Stock	$0.17	12/31/2025		A		101,736		12/31/2025	12/31/2035	Common Stock	101,736	(3)	5,246,381	D

Explanation of Responses:

1. This Option was granted to Reporting Person to replace an option to purchase 45,000 shares that had been issued to compensate Reporting Person for $22,500 in services to the Issuer and had recently expired unexercised due to a discrepancy between the original exercise price and Issuer's current stock price, pursuant to plan adopted by the Issuer's Compensation Committee.

2. Total reflects the expiration of options to purchase 45,000 shares that recently expired.

3. This Option was issued to Reporting Person as payment for $18,750 in fees due to Reporting Person by Issuer in exchange for services on its board of directors for the most recently completed quarterly period, pursuant to the Issuer's 2024 Equity Incentive Plan.

	/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.
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FAQ

What insider transaction did BioLargo (BLGO) disclose in this Form 4?

BioLargo disclosed that a director received two stock option grants dated 12/31/2025. One option covers 122,084 shares at an exercise price of $0.1843, and another covers 101,736 shares at $0.17 per share, both for common stock.

Why did the BioLargo (BLGO) director receive a new option for 122,084 shares?

The option for 122,084 shares at $0.1843 per share was granted to replace an option for 45,000 shares that had been issued for $22,500 of services and recently expired unexercised due to a discrepancy between its original exercise price and BioLargo’s then-current stock price.

How were the director’s board fees paid according to this BioLargo (BLGO) filing?

The director received an option to purchase 101,736 shares of common stock at an exercise price of $0.17 per share as payment for $18,750 in fees for serving on the board during the most recently completed quarter, under the 2024 Equity Incentive Plan.

What are the vesting and expiration dates of the new BioLargo (BLGO) stock options?

Both reported options become exercisable on 12/31/2025 and expire on 12/31/2035, giving the director a ten-year exercise period starting on the exercisability date.

What is the director’s role at BioLargo (BLGO) according to this Form 4?

The filing lists the reporting person’s relationship to BioLargo as a Director. No officer title or 10% owner status is indicated as checked in the provided content.

How did the expiration of a prior option affect the BioLargo (BLGO) director’s holdings?

The explanation notes that options to purchase 45,000 shares recently expired unexercised, and the new 122,084-share option was granted to replace that expired award pursuant to a plan adopted by the Compensation Committee.