PEDEVCO CEO Schick exits; Dukes named interim

PEDEVCO’s long-time CEO J. Douglas Schick is stepping down, with COO R.T. Dukes named interim CEO and Schick receiving contractual severance and transition benefits.

Rhea-AI Filing Summary

PEDEVCO Corp. (PED) reported a chief executive transition effective September 21, 2026. J. Douglas Schick ceased serving as President, CEO and director, and Chief Operating Officer Reagan Tuck (R.T.) Dukes was appointed interim President and CEO as of that date. Schick will remain employed as a non-executive Senior Advisor providing transition services through December 31, 2026, and the company states his transition is not due to any disagreement regarding operations, policies or practices. Under a transition and separation agreement, Schick will receive severance consistent with his employment contract, including 2.5 times his base salary plus target bonus, up to 30 months of health-plan premium reimbursement, accelerated vesting of unvested equity awards, a $255,000 cash payment in lieu of a 2026 bonus, and up to $10,000 for legal fee reimbursement. Dukes, age 42, has over 20 years of oil and gas industry experience and has served as PEDEVCO’s COO since a 2025 merger.

Positive

• None.

Negative

• CEO departure and leadership change: Long-time President and CEO J. Douglas Schick is stepping down from his executive roles and board seat, introducing leadership transition risk even though the company reports no disagreement related to its operations or policies.

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, or exhibit attachments filed with this report.

Key Figures

Transition Date: September 21, 2026 Separation Date: December 31, 2026 Cash payment in lieu of 2026 bonus: $255,000 +5 more

8 metrics

Transition Date September 21, 2026 Effective date when Schick ceased serving as CEO and director and Dukes became interim CEO

Separation Date December 31, 2026 Date through which Schick will serve as non-executive Senior Advisor before employment ends

Cash payment in lieu of 2026 bonus $255,000 Lump-sum cash payment to Schick under the transition and separation agreement

Legal fee reimbursement cap $10,000 Maximum documented legal fees reimbursable to Schick for review of the separation agreement

Severance multiple 2.5 times salary plus target bonus Severance formula for Schick based on his employment agreement

Health coverage continuation period 30 months Maximum period of Company payment or reimbursement of premiums for continuation coverage

Interim CEO age 42 years Age of interim President and CEO R.T. Dukes

Industry experience of interim CEO Over 20 years Oil and gas industry experience of R.T. Dukes

Key Terms

general release of claims, accelerated vesting, Item 404(a) of Regulation S-K, Emerging growth company, +1 more

5 terms

general release of claims legal

"transition and separation agreement and general release of claims with Mr. Schick"

accelerated vesting financial

"accelerated vesting of his unvested Company equity awards"

A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.

Item 404(a) of Regulation S-K regulatory

"no transactions in which Mr. Dukes has an interest requiring disclosure under Item 404(a)"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

separation and transition agreement legal

"transition and separation agreement and general release of claims with Mr. Schick"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did PEDEVCO (PED) announce on September 21, 2026?

PEDEVCO announced that J. Douglas Schick ceased serving as President, Chief Executive Officer and director. R.T. Dukes, previously Chief Operating Officer, was appointed interim President and CEO effective September 21, 2026, while Schick remains as a non-executive Senior Advisor through December 31, 2026.

Who is R.T. Dukes, the interim CEO of PEDEVCO (PED)?

R.T. Dukes, age 42, has over 20 years of oil and gas industry experience in investing, finance, operations, research and consulting. He has served as PEDEVCO’s Chief Operating Officer since a 2025 merger and previously was CEO and CFO of Century Natural Resources, LLC.

What severance will former CEO J. Douglas Schick receive from PEDEVCO (PED)?

Under a transition and separation agreement, Schick will receive 2.5 times the sum of his annual base salary and target annual bonus, up to 30 months of health-plan premium reimbursement, accelerated vesting of unvested equity awards, a $255,000 cash payment in lieu of a 2026 bonus, and up to $10,000 for legal fees.

Is J. Douglas Schick’s departure from PEDEVCO (PED) due to any disagreement?

PEDEVCO states that Mr. Schick’s transition is not due to any disagreement with the company or on any matter related to its operations, policies or practices. He will continue as a non-executive Senior Advisor through December 31, 2026, to support an orderly transition.

How long will PEDEVCO (PED) retain J. Douglas Schick in an advisory role?

Under the transition and separation agreement, Schick will remain employed as a non-executive Senior Advisor providing transition services through the Separation Date of December 31, 2026. If terminated without cause before then, he receives the compensation and vesting as if employed through that date.

Does PEDEVCO (PED) disclose any related-party issues with interim CEO R.T. Dukes?

The company states that Mr. Dukes was not selected pursuant to any arrangement or understanding with another person, has no family relationships with any director or executive officer, and that there are no transactions involving him requiring disclosure under Item 404(a) of Regulation S-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 20, 2026

PEDEVCO Corp.

(Exact name of Registrant as Specified in Its Charter)

Texas		001-35922		22-3755993
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

575 N. Dairy Ashford, Suite 210

Houston, Texas 77079

(Address of Principal Executive Offices)

(713) 221-1768

(Registrant’s Telephone Number, Including Area Code)

____________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

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 Instructions 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.

Chief Executive Officer Transition

On September 21, 2026 (the “Transition Date”), PEDEVCO Corp. (the “Company”) announced that J. Douglas Schick had ceased to serve as the Company’s President and Chief Executive Officer and a member of the Company’s Board of Directors. Reagan Tuck (R.T.) Dukes, the Company’s Chief Operating Officer, was appointed as the Company’s interim President and Chief Executive Officer, effective as of the Transition Date. Mr. Schick will remain employed by the Company and provide transition services through December 31, 2026 (the “Separation Date”), at which time his employment will end. Mr. Schick’s transition is not due to any disagreement with the Company or on any matter related to the Company’s operations, policies or practices. The Company is grateful for Mr. Schick’s leadership and significant contributions to the Company over the years and wishes him all the best in his next chapter.

Mr. Dukes, age 42, has over 20 years of experience in the oil and gas industry, with extensive experience in oil and gas investing, finance, operations, research, and consulting. Since the Company’s merger with certain portfolio companies controlled by Juniper Capital Advisors, L.P. in 2025, Mr. Dukes has served as the Chief Operating Officer of the Company.  Prior to joining the Company in October 2025, from October 2019 to May 2021, Mr. Dukes served as Chief Financial Officer, and from June 2021 to October 2025, as the Chief Executive Officer, of Century Natural Resources, LLC, a privately held Houston, Texas-based oil and gas exploration and production company that previously managed the assets acquired by the Company in October 2025 pursuant to the Company’s mergers with North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC. Prior to Century Natural Resources, from June 2014 to September 2019, Mr. Dukes served as a Research Director and Director of North American Supply at the Houston, Texas office of Wood Mackenzie Limited, a global energy research and consulting group, where he supported commodities research and contributed to valuation and due-diligence work that accounted for billions of dollars in transactions. Before joining Wood Mackenzie, from May 2011 to May 2014, Mr. Dukes worked as a Manager at KED Interests, LLC, a Houston, Texas-based mineral investing firm.

Mr. Dukes earned his BS in Accounting and MS in Finance from Texas A&M University. He also serves on the advisory board for the Professional Program in Accounting at Texas A&M University. 

Mr. Dukes was not selected pursuant to any arrangement or understanding between him and any other person. Mr. Dukes does not have any family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Dukes has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Schick’s transition, the Company has entered into a transition and separation agreement and general release of claims with Mr. Schick (the “Transition Agreement”), pursuant to which he will serve as a non-executive Senior Advisor of the Company through the Separation Date. The Separation Agreement provides Mr. Schick with the separation payments and benefits set forth under his employment agreement with the Company (consisting of 2.5 times the sum of his annual base salary and target annual bonus, Company payment or reimbursement of premiums for continuation coverage under the Company’s group health plans for up to 30 months following the Separation Date, and accelerated vesting of his unvested Company equity awards), as well as a cash payment of $255,000 in lieu of any 2026 annual bonus, reimbursement of up to $10,000 in documented legal fees incurred by him in connection with the review of the Separation Agreement, and if the Company terminates his employment for any reason other than for cause prior to the Separation Date, he will receive the compensation, benefits and vesting that he would have received if his employment continued through the Separation Date. The Separation Agreement also includes certain customary covenants and a general release of claims in favor of the Company and its affiliates.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURE

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: September 21, 2026	By:	/s/ Clark R. Moore
	Name:	Clark R. Moore
	Title:	Executive Vice President, General Counsel and Secretary

3

Filing Exhibits & Attachments

5 documents

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