SCHEDULE: Blue Gold Insider Ownership Shifts, Cavaghan Reduces Stake

Andrew Cavaghan and related entities report significant changes in beneficial ownership of Blue Gold Ltd. Class A ordinary shares, including sales by Pegasus Capital Limited and BCMP Services Limited.

Summary

• Andrew Cavaghan and affiliated entities collectively hold 3,984,229 Class A ordinary shares, representing 11.3% of Blue Gold Ltd.'s outstanding shares.
• Mr. Cavaghan resigned as a director and transferred his 50% ownership in BCMP Services Limited on October 28, 2025.
• Blue Gold Holdings Ltd. (BGHL) sold 1,850,000 Class A ordinary shares back to BCMP Services on December 12, 2025.
• BCMP Services Limited subsequently sold a total of 2,311,250 Class A ordinary shares in three separate transactions: 183,750 shares on December 17, 2025; 1,041,250 shares on January 22, 2026; and 1,086,250 shares on March 3, 2026.
• Pegasus Capital Limited, solely owned by Mr. Cavaghan, sold a total of 25,000 Class A ordinary shares in the open market through 10b5-1 Plans on March 4, 2026 (19,460 shares at $1.9132 per share) and March 5, 2026 (5,540 shares at $1.7883 per share).
• The total outstanding Class A ordinary shares of Blue Gold Ltd. were 35,147,712 as of February 4, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with a slightly negative sentiment due to the significant insider selling by entities associated with the CEO, which could be perceived as a reduction in insider confidence, despite some sales being under a 10b5-1 plan.

Positives

• The filing clarifies the beneficial ownership structure of a significant insider and related entities, enhancing transparency.
• The use of 10b5-1 plans for some sales by Pegasus Capital Limited indicates a pre-arranged trading plan, which can reduce concerns about opportunistic selling.

Negatives

• Significant sales of Class A ordinary shares by entities associated with Andrew Cavaghan, totaling 2,311,250 shares by BCMP Services Limited and 25,000 shares by Pegasus Capital Limited.
• Mr. Cavaghan's resignation and transfer of ownership in BCMP Services Limited, followed by substantial sales by BCMP, indicates a reduction in his indirect exposure to the company's shares and potentially a decrease in insider alignment.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or operations. It primarily focuses on changes in beneficial ownership. Blue Gold Holdings Ltd. (BGHL), a wholly-owned subsidiary, has the intent to acquire, develop, finance, license, and operate gold mines, with initial activities focused on the Ashanti Gold Belt in Ghana.

Management Comments

• Mr. Cavaghan disclaims beneficial ownership over such shares [held by Ms. Elizabeth Cavaghan].
• The transactions listed above that occurred on December 17, 2025, January 22, 2026 and March 3, 2026 of BCMP Services occurred after Mr. Cavaghan resigned from BCMP Services and transferred his ownership therein, such that he had no knowledge of such transactions and they had no impact on his beneficial ownership of the Company.
• The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own.
• Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

Industry Context

StockSavvy.ai notes that insider selling, particularly by a CEO and significant shareholder, can sometimes be interpreted by the market as a lack of confidence in the company's near-term prospects. However, the use of 10b5-1 plans for some sales suggests a pre-planned divestment strategy rather than an immediate reaction to new negative information. The stated intent of Blue Gold Holdings Ltd. to focus on gold mining in Ghana aligns with broader trends in the precious metals sector, where companies seek to expand their resource base in established mining regions.

Comparison to Industry Standards

• StockSavvy.ai observes that insider selling is a common occurrence across industries, often for personal financial planning reasons. Without specific context on Mr. Cavaghan's personal financial situation or the company's performance relative to its peers in the gold mining sector (e.g., Barrick Gold, Newmont, AngloGold Ashanti), it is difficult to definitively compare the scale or implications of these sales to industry standards.
• The prices at which Pegasus Capital Limited sold shares ($1.9132 and $1.7883) would need to be benchmarked against Blue Gold Ltd.'s historical stock performance and the performance of comparable junior gold exploration companies.

Management Changes

Related Party Transactions

• Andrew Cavaghan is the CEO and a director of Blue Gold Ltd., and also the sole owner of Pegasus Capital Limited, a 50% shareholder of Pegasus Capital Holdings Limited, and the sole director of Blue Gold Holdings Ltd.
• Ms. Elizabeth Cavaghan is Mr. Cavaghan's spouse and a 50% shareholder of Pegasus Capital Holdings Limited.
• Blue Gold Holdings Ltd. (a wholly-owned subsidiary of the Issuer) sold 1,850,000 Class A ordinary shares back to BCMP Services Limited. Mr. Cavaghan was previously a 50% shareholder and director of BCMP Services Limited before his resignation and transfer of ownership on October 28, 2025.

Stakeholder Impact

• Shareholders may interpret the insider selling as a negative signal, potentially leading to downward pressure on the stock price. The reduction in direct and indirect beneficial ownership by a key executive could reduce alignment with minority shareholders.
• No direct impact on management/employees, creditors, suppliers, or customers is explicitly mentioned in the filing.

Key Dates

Recommendation

The filing indicates significant insider selling by entities associated with the CEO, which is generally a negative signal. However, some sales were conducted under a 10b5-1 plan, suggesting a pre-planned divestment rather than an immediate reaction to new negative information. Without further context on the company's operational performance, financial health, or strategic direction, a "hold" recommendation is appropriate. Investors should monitor future filings and company announcements for more comprehensive insights into Blue Gold Ltd.'s prospects.

Keywords

Blue Gold Ltd, Class A ordinary shares, Andrew Cavaghan, Beneficial ownership, Schedule 13D, Insider selling, Pegasus Capital Limited, BCMP Services Limited, SEC filing, Share sales, Corporate governance