UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~March 145, ~~2025~~2026

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-19709		65-0159115
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14921 Chestnut St., Westminster, California		92683
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 400-2863

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BLGO	OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

~~On November 14~~BioLargo, ~~2025, two officers of BioLargo~~ Inc., ~~agreed~~intends to ~~convert an~~present ~~aggregate~~the ~~$99,901 of~~slides ~~unpaid~~attached ~~salary~~as ~~and~~Exhibit ~~unreimbursed business expenses into shares of BioLargo Inc~~99.1, ~~common~~which ~~stock~~are atincorporated aherein ~~price-per-share~~by ~~equal~~reference, ~~to the closing price of BioLargo's common stock~~ on ~~November~~March 145, ~~2025~~2026, of9:00 ~~$0.16.~~AM AnPacific ~~aggregate 624~~Time,~~383~~ ~~shares~~at ~~were~~a ~~issued~~webcast toinvestor ~~the two officers~~conference. ~~The shares issued are subject to a Lock-Up Agreement dated as of the issuance date whereby the shares are locked-up and restricted from sale until~~ BioLargo, Inc. ~~reports~~, ~~gross~~published ~~revenue~~the ofpress atreleased ~~least~~attached ~~$40~~as ~~million~~Exhibit ~~on a consolidated basis for any reported period (e~~99.g2, ~~quarter~~which oris ~~annual),~~incorporated orby ~~its~~this ~~market~~reference, ~~capitalization~~on ~~exceeds~~March ~~$300 million~~5, ~~or it undergoes a "change in control"~~2026.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the exhibits to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the information under the heading “Safe Harbor Act” in the exhibits attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Lock-Up Agreement
99.1	Slide deck presentation
99.2	Press release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 17, 2025	BIOLARGO, INC.
Date: March 5, 2026	BIOLARGO, INC.
	By:	/s/ Dennis P. Calvert
		Dennis P. Calvert
		President and Chief Executive Officer

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