PEDEVCO (NYSE: PED) revises credit facility EBITDAX tests and dates

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PEDEVCO Corp. entered into a Second Amendment to its Amended and Restated Credit Agreement with Citibank, N.A. and its lenders. The amendment updates the definition of EBITDAX, including a cap on permitted transaction cost add-backs set at the greater of $6,000,000 or 5% of the then-current borrowing base, which is currently $120 million.

The amendment also allows an estimated October 2025 EBITDAX add-back for acquired Juniper assets in certain test periods, shifts the Test Period toward a trailing twelve‑month calculation by the period ending September 30, 2026, and revises the borrowing base redetermination and reserve report delivery schedules beginning mid‑2026.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Borrowing base: $120 million Transaction cost add-back cap: $6,000,000 Alternative add-back cap percentage: 5% of borrowing base +5 more

8 metrics

Borrowing base $120 million Then-current borrowing base referenced in Second Amendment

Transaction cost add-back cap $6,000,000 Minimum cap for permitted transaction cost add-backs to EBITDAX

Alternative add-back cap percentage 5% of borrowing base Percentage cap for transaction cost add-backs to EBITDAX

Next borrowing base redetermination On or about July 1, 2026 First scheduled redetermination after the amendment

Ongoing redetermination schedule On or about April 1 and October 1 Semi-annual borrowing base redeterminations each year

Next reserve report due date On or about June 1, 2026 First reserve report deadline after Second Amendment

Ongoing reserve report schedule On or about March 1 and September 1 Semi-annual reserve report deliveries each year

TTM Test Period target Test Period ending September 30, 2026 Point at which EBITDAX Test Period becomes full trailing twelve months

Key Terms

EBITDAX, borrowing base, Test Period, trailing twelve-month, +1 more

5 terms

EBITDAX financial

"amends the definition of “EBITDAX” to (A) update the cap on permitted transaction cost add-backs"

EBITDAX is a measure of a company's operating profit that adds back interest, taxes, depreciation, amortization and exploration costs to net income. Think of it as the cash-generating power of a business before financing, tax effects, non-cash accounting charges and the variable cost of searching for new reserves—useful for comparing companies whose exploration spending or accounting treatments differ. Investors use it to assess core operating performance and short-term cash flow potential without those distortions.

borrowing base financial

"five percent (5%) of the then-current borrowing base (currently $120 million)"

A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.

Test Period financial

"amends the definition of "Test Period" to provide for annualization of EBITDAX"

trailing twelve-month financial

"building to a full trailing twelve-month ("TTM") calculation for the Test Period ending September 30, 2026"

Trailing twelve-month (TTM) is a measurement that adds up a company’s financial results from the most recent 12 months to show its current performance, rather than using a fixed fiscal year. Think of it like looking at a moving one‑year snapshot to smooth out seasonal swings and short‑term bumps; investors use TTM figures for revenue, earnings, and ratios to get a more up‑to‑date view when comparing companies or valuing a stock.

reserve report financial

"updates the reserve report delivery schedule so that the next reserve report is due on or about June 1, 2026"

A reserve report is a professional estimate of how much recoverable natural resource (like oil, gas, or minerals) a company has in the ground and how economically feasible it is to extract. Think of it as an inventory count and condition assessment for buried assets: it helps investors gauge potential future production, revenue and the level of uncertainty or cost involved in turning those resources into cash.

Understanding 8-K Material Events →

05/08/2026 - 04:32 PM

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): May 5, 2026

PEDEVCO CORP.

(Exact name of registrant as specified in its charter)

Texas

001-35922

22-3755993

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(IRS Employer

Identification No.)

575 N. Dairy Ashford, Suite 210

Houston, Texas

77079

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 221-1768

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 (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 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, $0.001 par value per share	PED	NYSE American

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 1.01 Entry into a Material Definitive Agreement.

Second Amendment to Amended and Restated Credit Agreement

On May 5, 2026 (the “Second Amendment Effective Date”), PEDEVCO Corp., a Texas corporation (the “Company”), entered into a Second Amendment to Credit Agreement (the “Second Amendment”) with Citibank, N.A., as administrative agent (the “Administrative Agent”), each of the guarantors party thereto, and each of the lenders party thereto. The Second Amendment amends that certain Amended and Restated Credit Agreement dated as of October 31, 2025 (as previously amended, restated, supplemented, or otherwise modified, the “Credit Agreement”), among the Company, as borrower, the Administrative Agent, and the lenders party thereto. The parties previously entered into a First Amendment to Credit Agreement, dated December 2, 2025, to add an additional lender and re-allocate commitments among the lender group, which was deemed immaterial by the Company, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference into this Item 1.01 in its entirety.

The Second Amendment, among other amendments set forth therein, (i) amends the definition of “EBITDAX” to (A) update the cap on permitted transaction cost add-backs to EBITDAX for any acquisition or disposition of the Company’s oil and gas properties which form the collateral for the agreement, to the greater of $6,000,000 or five percent (5%) of the then-current borrowing base (currently $120 million), and (B) add back an estimated EBITDAX for the month of October 2025 attributable to the companies acquired in by the Company in October 2025 from Juniper Capital Advisors, L.P. for any test period that includes the fiscal quarter ended December 31, 2025; (ii) amends the definition of "Test Period" to provide for annualization of EBITDAX beginning with the Test Period ended December 31, 2025, building to a full trailing twelve-month ("TTM") calculation for the Test Period ending September 30, 2026; (iii) revises the borrowing base redetermination schedule so that the next scheduled redetermination occurs on or about July 1, 2026, with semi-annual redeterminations thereafter on or about April 1 and October 1 of each year; and (iv) updates the reserve report delivery schedule so that the next reserve report is due on or about June 1, 2026, with subsequent reports thereafter due on or about March 1 and September 1 of each year.

The foregoing description of the Second Amendment is a summary only and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01 in its entirety.

For a full description of the Amended and Restated Credit Agreement, among the Company, the Administrative Agent, each of the guarantors party thereto, and each of the lenders party thereto, dated October 31, 2025 (the “Credit Agreement”), which was amended by the Second Amendment, see the Credit Agreement, which is incorporated by reference herein as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report with respect to the Second Amendment is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1#		Amended and Restated Credit Agreement dated as of October 31, 2025, among PEDEVCO Corp., as borrower, Citibank, N.A., as administrative agent, and the lenders party thereto (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025, and incorporated herein by reference)(File No. 001-35922)
10.2*		First Amendment to Credit Agreement, dated as of December 2, 2025, among PEDEVCO Corp., as borrower, Citibank, N.A., as administrative agent, each guarantor party thereto, and each lender party thereto
10.3*		Second Amendment to Credit Agreement, dated as of May 5, 2026, among PEDEVCO Corp., as borrower, Citibank, N.A., as administrative agent, each guarantor party thereto, and each lender party thereto
104		Inline XBRL for the cover page of this Current Report on Form 8-K

* Filed herewith.

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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.

	PEDEVCO CORP.

Date: May 8, 2026	By:	/s/ J. Douglas Schick
		J. Douglas Schick
		President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did PEDEVCO (PED) change in its credit agreement on May 5, 2026?

PEDEVCO signed a Second Amendment to its Amended and Restated Credit Agreement with Citibank and lenders. The changes mainly adjust the EBITDAX definition, covenant test mechanics, and the timing of borrowing base redeterminations and reserve report deliveries starting in mid‑2026.

How does the Second Amendment affect PEDEVCO (PED) EBITDAX calculations?

The amendment revises EBITDAX to cap transaction cost add-backs at the greater of $6,000,000 or 5% of the current borrowing base. It also permits an estimated October 2025 EBITDAX add-back for companies acquired from Juniper in test periods including the quarter ended December 31, 2025.

What is PEDEVCO (PED) current borrowing base under the credit agreement?

The filing states that PEDEVCO’s then-current borrowing base is $120 million. This figure is used to calculate the 5% cap on permitted transaction cost add-backs to EBITDAX, alongside a fixed $6,000,000 threshold specified in the Second Amendment.

How are PEDEVCO (PED) covenant test periods changing under the amendment?

The Second Amendment changes the definition of the Test Period so EBITDAX becomes annualized beginning with the Test Period ended December 31, 2025. It then builds to a full trailing twelve‑month calculation for the Test Period ending September 30, 2026.

When will PEDEVCO (PED) next borrowing base redetermination occur?

The amended credit agreement schedule provides that the next borrowing base redetermination is expected on or about July 1, 2026. After that, redeterminations are scheduled on a semi‑annual basis, on or about April 1 and October 1 of each year going forward.

What reserve report deadlines does PEDEVCO (PED) face after the amendment?

The Second Amendment updates the reserve report delivery schedule, requiring the next reserve report on or about June 1, 2026. Subsequent reserve reports are due on or about March 1 and September 1 of each year, aligning reporting with the revised credit agreement framework.

Filing Exhibits & Attachments

7 documents