PEDEVCO (PED) issues time-based and performance RSU grants to executives and staff

Rhea-AI Filing Summary

PEDEVCO Corp. reported new equity awards to executives and employees as part of its 2025 annual compensation review. The company granted restricted stock units representing 96,630 shares of common stock and 38,320 target performance-based RSUs representing up to 76,640 shares, under its 2021 Equity Incentive Plan.

Key grants include 22,830 RSUs and 15,220 PBRSUs to CEO J. Douglas Schick, 18,950 RSUs and 5,270 PBRSUs to Executive Vice President and General Counsel Clark Moore, and 16,050 RSUs and 7,020 PBRSUs to Chief Commercial Officer Jody Crook, with the remainder granted to other non-executive employees. Time-based RSUs generally vest in three equal annual installments from a January 1, 2026 vesting commencement date, while PBRSUs cliff-vest on December 31, 2028 based on relative total shareholder return and continued service.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Time-based RSUs granted: 96,630 shares Target PBRSUs granted: 38,320 units Maximum PBRSU shares: 76,640 shares +5 more

8 metrics

Time-based RSUs granted 96,630 shares Aggregate RSUs granted on June 22, 2026

Target PBRSUs granted 38,320 units Target performance-based RSUs granted on June 22, 2026

Maximum PBRSU shares 76,640 shares Maximum shares deliverable upon PBRSU vesting at 200% of target

CEO RSUs 22,830 RSUs Granted to CEO J. Douglas Schick, vesting over three years from January 1, 2026

CEO PBRSUs 15,220 PBRSUs Granted to CEO, cliff-vesting December 31, 2028 based on TSR

EVP & GC RSUs 18,950 RSUs Granted to Executive Vice President and General Counsel Clark Moore

CCO RSUs 16,050 RSUs Granted to Chief Commercial Officer Jody Crook

Employee RSUs 38,800 RSUs Granted to non-executive employees with standard vesting terms

Key Terms

restricted stock units, performance-based restricted stock units, total shareholder return, Equity Incentive Plan, +1 more

5 terms

restricted stock units financial

"granted ... restricted stock units representing rights to receive an aggregate of 96,630 shares of Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"38,320 target performance-based restricted stock units representing rights to receive an aggregate of up to 76,640 shares"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

total shareholder return financial

"based on the Company’s total shareholder return (“ TSR ”) over the period"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

Equity Incentive Plan financial

"all under the Company’s 2021 Equity Incentive Plan, as amended to date"

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.

cliff-vesting financial

"generally provide for the cliff-vesting of 100% of the PBRSUs on December 31, 2028"

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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): June 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Restricted Stock Unit Awards

On June 22, 2026, PEDEVCO Corp., a Texas corporation (the “Company”, “PEDEVCO”, “we” and “us”), granted, after approval by the Compensation Committee of the Company’s Board of Directors, and in connection with the Company’s 2025 year annual compensation review, restricted stock units representing rights to receive an aggregate of 96,630 shares of Common Stock of the Company upon vesting and settlement thereof (“RSUs”), and 38,320 target performance-based restricted stock units representing rights to receive an aggregate of up to 76,640 shares of Common Stock of the Company upon vesting and settlement thereof (“PBRSUs,” and together with the RSUs, the “Awards”), all under the Company’s 2021 Equity Incentive Plan, as amended to date (the “Plan”), in consideration for services rendered, and to be rendered, by various officers and employees of the Company. The Plan has been registered on a Form S-8 Registration Statement previously filed by the Company.

Included as part of the grants was the grant of:

	(A)	22,830 RSUs to Mr. J. Douglas Schick, the President and Chief Executive Officer of the Company, which RSUs vest at the rate of (i) 1/3 of the total number of RSUs on the one (1) year anniversary of the January 1, 2026 vesting commencement date (the “VCD”); (ii) 1/3 of the total number of RSUs on the two (2) year anniversary of the VCD; and (iii) 1/3 of the total number of RSUs on the three (3) year anniversary of the VCD (collectively, the “RSU Vesting Terms”), subject to Mr. Schick’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Stock Unit Award Grant Agreement entered into between the Company and Mr. Schick;
	(B)	18,950 RSUs to Mr. Clark Moore, the Executive Vice President and General Counsel of the Company, all of which are subject to the RSU Vesting Terms, and subject to Mr. Moore’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Stock Unit Award Grant Agreement entered into between the Company and Mr. Moore;
	(C)	16,050 RSUs to Mr. Jody Crook, the Chief Commercial Officer of the Company, all of which are subject to the RSU Vesting Terms, and subject to Mr. Crook’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Stock Unit Award Grant Agreement entered into between the Company and Mr. Crook;
	(D)	38,800 RSUs to certain other non-executive employees of the Company, all of which are subject to the RSU Vesting Terms, subject to such recipient’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Stock Unit Award Grant Agreement entered into between the Company and each such recipients;
	(E)	15,220 PBRSUs to Mr. Schick, which PBRSUs will be earned based on the performance metrics applicable to the Company’s performance-based equity award program previously approved for management for the fiscal 2026 through fiscal 2028 performance period, which generally provide for the cliff-vesting of 100% of the PBRSUs on December 31, 2028, subject to the grantee's continued service through that date and based on the Company’s total shareholder return (“TSR”) over the period, with payout ranging from 0–200% of target PBRSUs based on relative TSR percentile ranking against a defined peer group (the “PBRSU Vesting Terms”)(i.e., up to two shares of common stock for each PBRSU granted), and further subject to the terms and conditions of a Performance-Based Restricted Stock Unit Award Grant Agreement entered into between the Company and Mr. Schick;
	(F)	5,270 PBRSUs to Mr. Moore, all of which PBRSUs will be subject to the PBRSU Vesting Terms, Mr. Moore’s continued service to the Company at the end of the performance period, and the terms and conditions of a Performance-Based Restricted Stock Unit Award Grant Agreement entered into between the Company and Mr. Moore;
	(G)	7,020 PBRSUs to Mr. Crook, all of which PBRSUs will be subject to the PBRSU Vesting Terms, Mr. Crook’s continued service to the Company at the end of the performance period, and the terms and conditions of a Performance-Based Restricted Stock Unit Award Grant Agreement entered into between the Company and Mr. Crook; and
	(H)	10,810 PBRSUs to certain other non-executive employees of the Company, all of which are subject to the PBRSU Vesting Terms, such recipient’s continued service to the Company at the end of the performance period, and the terms and conditions of a Performance-Based Restricted Stock Unit Award Grant Agreement entered into between the Company and each such recipients.

The description of the RSUs and PBRSUs above is not complete and is qualified in its entirety by the form of Restricted Stock Unit Award Grant Agreement and form of Performance-Based Restricted Stock Unit Award Grant Agreement for the Awards granted on June 22, 2026, which are incorporated by reference herein as Exhibits 10.4 and 10.5, respectively, and which are incorporated by reference into this Item 5.02 in their entirety. 

2

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

Exhibit No.		Description
10.1		PEDEVCO Corp. 2021 Equity Incentive Plan * (1)
10.2		First Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan* (2)
10.3		Second Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan * (3)
10.4#		PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement *
10.5#		PEDEVCO Corp. 2021 Equity Incentive Plan Form of Performance-Based Restricted Stock Unit Award Agreement *
10.6#		PEDEVCO Corp. 2021 Equity Incentive Plan Form of Performance-Based Restricted Stock Unit Award Agreement Performance Matrix* ▼
104		Inline XBRL for the cover page of this Current Report on Form 8-K

*Indicates management contract or compensatory plan or arrangement.

#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.

(1)	Filed on September 1, 2021, as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference (File No. 001-35922).
(2)	Filed on August 30, 2024, as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference (File No. 001-35922).
(3)	Filed on November 3, 2025, as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference (File No. 001-35922).

3

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.
	By:	/s/ J. Douglas Schick
		J. Douglas Schick
		President and Chief Executive Officer
Date: June 23, 2026

3

FAQ

What equity awards did PEDEVCO (PED) grant on June 22, 2026?

PEDEVCO granted time-based and performance-based restricted stock units on June 22, 2026. Awards cover 96,630 RSU shares and 38,320 target PBRSUs for up to 76,640 shares, issued under the 2021 Equity Incentive Plan to executives and other employees.

How many RSUs and PBRSUs did PEDEVCO (PED) grant to its CEO?

CEO J. Douglas Schick received 22,830 RSUs and 15,220 PBRSUs. The RSUs vest in three equal annual installments starting from a January 1, 2026 vesting date, while PBRSUs cliff-vest on December 31, 2028 based on relative total shareholder return and continued service.

What performance period applies to PEDEVCO (PED) PBRSU awards?

The PBRSUs use a performance period covering fiscal 2026 through fiscal 2028. Vesting is based on PEDEVCO’s total shareholder return versus a defined peer group, with cliff-vesting on December 31, 2028, subject to continued service and payout from 0–200% of target units.

How do PEDEVCO (PED) RSU vesting terms work for executives?

Executive RSUs generally follow the same schedule, vesting one-third each year over three years. Vesting occurs on the first, second, and third anniversaries of January 1, 2026, subject to each executive’s continued service and the terms of their RSU award agreements.

How many equity awards did PEDEVCO (PED) grant to non-executive employees?

Non-executive employees received 38,800 RSUs and 10,810 PBRSUs. These awards follow the same time-based RSU vesting schedule and PBRSU performance and service conditions as the executive grants, under the company’s 2021 Equity Incentive Plan and related award agreements.

What determines PEDEVCO (PED) PBRSU payout levels?

PBRSU payouts depend on PEDEVCO’s total shareholder return relative to a defined peer group. The program allows a payout range from 0–200% of target PBRSUs, with up to two shares of common stock delivered for each PBRSU at maximum performance levels.

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

• EX-10.4 EQUITY INCENTIVE PLAN 40.4 KB
• EX-10.5 EQUITY INCENTIVE PLAN 46.2 KB
• EX-10.6 EQUITY INCENTIVE PLAN 33.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 895 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB