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BIOLARGO (BLGO) director receives 254,630 options as board compensation

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BIOLARGO, INC. director Marshall Dennis E received two option grants for common stock as non-cash compensation. He was granted options over 138,889 shares at an exercise price of $0.162 per share, replacing an earlier option on 68,182 shares that had expired unexercised related to $22,500 in prior services.

He also received a new option over 115,741 shares at the same $0.162 exercise price as payment for $18,750 in board fees for the most recently completed quarter under the 2024 Equity Incentive Plan. After these grants, his reported direct holdings rose to 5,432,829 derivative-linked shares, with both options expiring on March 31, 2036.

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Insider Marshall Dennis E
Role Director
Type Security Shares Price Value
Grant/Award Option to Purchase Common Stock 138,889 $0.00 --
Grant/Award Option to Purchase Common Stock 115,741 $0.00 --
Holdings After Transaction: Option to Purchase Common Stock — 5,317,088 shares (Direct)
Footnotes (1)
  1. This Option was granted to Reporting Person to replace an option to purchase 68,182 shares that had been issued to compensate Reporting Person for $22,500 in services to the Issuer and had 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. Total reflects the expiration of options to purchase 68,182 shares that expired March 31, 2026. 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. The number of shares in the Option is equal to the amount of fees due divided by the exercise price of the Option.
Option grant size (replacement) 138,889 shares New option replacing expired grant tied to $22,500 in services
Option grant size (board fees) 115,741 shares New option issued as payment of $18,750 in director fees
Exercise price $0.162 per share Exercise price for both option grants
Total option shares granted 254,630 shares Sum of the two reported option grants
Director holdings after grants 5,432,829 shares Total direct derivative-linked holdings following second transaction
Expired prior option 68,182 shares Earlier option that expired unexercised on March 31, 2026
Cash fees paid in equity (services) $22,500 Services previously compensated by the expired option now replaced
Cash fees paid in equity (board) $18,750 Most recent quarterly board fees settled via new option grant
Option to Purchase Common Stock financial
"security_title: "Option to Purchase Common Stock" for both grants"
grant/award acquisition financial
"transaction_action: "grant/award acquisition" describes the option awards"
Equity Incentive Plan financial
""pursuant to the Issuer's 2024 Equity Incentive Plan" in a footnote"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
board of directors financial
""services on its board of directors for the most recently completed quarterly period""
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
exercise price financial
""The number of shares in the Option is equal to the amount of fees due divided by the exercise price of the Option.""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
Compensation Committee financial
""pursuant to plan adopted by the Issuer's Compensation Committee""
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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*
Marshall Dennis E
(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		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
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
Option to Purchase Common Stock$0.16203/31/2026A138,88903/31/202603/31/2036Common Stock138,889(1)5,317,088(2)D
Option to Purchase Common Stock$0.16203/31/2026A115,74103/31/202603/31/2036Common Stock115,741(3)5,432,829D
Explanation of Responses:
1. This Option was granted to Reporting Person to replace an option to purchase 68,182 shares that had been issued to compensate Reporting Person for $22,500 in services to the Issuer and had 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 68,182 shares that expired March 31, 2026.
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. The number of shares in the Option is equal to the amount of fees due divided by the exercise price of the Option.
/s/ John R. Browning, attorney-in-fact04/01/2026
** 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 did BIOLARGO (BLGO) director Marshall Dennis receive in this Form 4?

Marshall Dennis received two option grants to purchase BIOLARGO common stock as compensation. One option covers 138,889 shares and another covers 115,741 shares, both at a $0.162 exercise price, reflecting payment for services and board fees instead of cash.

How many BIOLARGO (BLGO) shares are covered by the new options?

The new grants cover options on a total of 254,630 BIOLARGO common shares. One grant is for 138,889 shares and a second is for 115,741 shares, both tied to director services and fees according to the company’s compensation arrangements.

What is the exercise price and term of the BIOLARGO (BLGO) options?

Both BIOLARGO option grants have a $0.162 per share exercise price and expire on March 31, 2036. This long-dated term provides the director with an extended window to potentially exercise the options if company and market conditions are favorable.

Why was one BIOLARGO (BLGO) option grant issued as a replacement?

One option for 138,889 shares replaced a prior option for 68,182 shares tied to $22,500 in services that expired unexercised. The prior option lapsed due to a pricing discrepancy, and the replacement was made under a plan adopted by the compensation committee.

How were BIOLARGO (BLGO) director fees paid in this filing?

The company paid $18,750 of board fees to the director in equity rather than cash, issuing an option for 115,741 shares. The number of option shares equals the fees due divided by the $0.162 exercise price, under BIOLARGO’s 2024 Equity Incentive Plan.

What are Marshall Dennis’s BIOLARGO (BLGO) holdings after these transactions?

Following the reported option grants, Marshall Dennis’s total reported direct derivative-linked holdings increased to 5,432,829 shares. This figure reflects the inclusion of the new options and the expiration of a prior 68,182-share option on March 31, 2026, as disclosed.