FMR LLC and Abigail P. Johnson filed an amended Schedule 13G reporting beneficial ownership of B2Gold Corporation common stock. They report beneficial ownership of 35,591,806 shares of common stock, representing 2.7% of the class as of the event date.
FMR LLC has sole voting and dispositive power over these shares, while Abigail P. Johnson has sole dispositive power but no voting power. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of B2Gold. One or more other persons may receive dividends or sale proceeds, but no single person holds more than five percent.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Schedule 13G/A filing reveal about FMR LLC’s stake in B2Gold (BTG)?
The filing shows FMR LLC beneficially owns 35,591,806 B2Gold common shares, representing 2.7% of the class. FMR LLC reports sole voting and dispositive power over these shares, indicating a sizable but passive institutional investment position under Schedule 13G rules.
How many B2Gold (BTG) shares does Abigail P. Johnson report owning in this 13G/A?
Abigail P. Johnson is reported as beneficially owning 35,591,806 B2Gold common shares, or 2.7% of the class. She reports sole dispositive power over these shares but no voting power, reflecting her role connected to FMR LLC’s investment management structure.
Is FMR LLC’s B2Gold (BTG) ownership considered a passive investment?
Yes. The certification states the B2Gold securities were acquired and are held in the ordinary course of business, not to change or influence control. This language aligns with passive ownership reporting under Schedule 13G rather than an active control-seeking investment approach.
Why does the B2Gold (BTG) Schedule 13G/A mention ownership of 5 percent or less?
Item 5 confirms ownership of five percent or less of the B2Gold common stock class. This indicates FMR LLC’s 2.7% stake is below major-holder thresholds, which affects reporting obligations and signifies they are not a large controlling or near-controlling shareholder.
Who else may benefit from FMR LLC’s B2Gold (BTG) holdings according to the filing?
The filing notes one or more other persons may have rights to receive dividends or sale proceeds from B2Gold shares. However, it specifies that no single such person’s interest exceeds five percent of the total outstanding common stock of B2Gold Corporation.
What is the event date referenced in the B2Gold (BTG) Schedule 13G/A?
The event date that triggered this Schedule 13G/A amendment is listed as December 31, 2025. This date marks when the reported ownership information became applicable for disclosure under the beneficial ownership rules for B2Gold Corporation’s common stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
B2GOLD CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
11777Q209
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
11777Q209
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
35,591,806.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
35,591,806.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,591,806.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
11777Q209
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
35,591,806.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,591,806.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
B2GOLD CORPORATION
(b)
Address of issuer's principal executive offices:
PARK PLACE,SUITE 3400 - 666 BURRARD STREET,VANCOUVER,A1,CA,V6C 2X8
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
11777Q209
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
35591806.00
(b)
Percent of class:
2.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
35591806.00
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of B2GOLD CORPORATION. No one other person's interest in the COMMON STOCK of B2GOLD CORPORATION is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
02/04/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
02/04/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
