PEDEVCO Corp. 8-K Filings

PEDEVCO Corp. (PED) announced it was the high bidder in a September 2026 Bureau of Land Management lease sale, acquiring approximately 5,678 net acres in Wyoming’s Powder River Basin for about $5.9 million, or $1,045 per net acre, targeting the emerging Mowry shale play. The purchase was funded entirely with cash on hand.

The acquisition nearly doubles PEDEVCO’s Mowry position in this specific prospect area to about 12,000 net acres under 10-year federal leases with a 12.5% royalty, giving the company an 87.5% Net Revenue Interest. Management highlights nearby horizontal Mowry wells that averaged roughly 1,400 Boe/d in their peak month as indicative of development potential and describes the new acreage as a natural extension of its existing core operating area in Wyoming.

PEDEVCO Corp. (PED) reported the results of its 2026 annual meeting held on August 27, 2026. Stockholders approved a Third Amendment to the 2021 Equity Incentive Plan, increasing the aggregate share reserve, the incentive stock option limit, and the per-recipient award limit from 900,000 shares each to 1,800,000 shares each, effective upon stockholder approval.

All six director nominees were elected, Weaver and Tidwell, L.L.P. was ratified as independent auditor for 2026, and stockholders approved on a non-binding basis the compensation of named executive officers and chose an annual frequency for future advisory say‑on‑pay votes. A quorum of 12,270,991.5 shares, about 92.3% of the 13,290,902 shares outstanding as of June 30, 2026, was represented.

PEDEVCO Corp. (PED) filed an amendment to update pro forma financial information related to its completed acquisition of North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC (together, “North Peak”). The transaction was structured via mergers of two PEDEVCO subsidiaries into the North Peak entities, which are now wholly-owned subsidiaries.

Concurrently with closing, investors purchased 6,363,637 shares of PEDEVCO Series A Convertible Preferred Stock at $5.50 per share, for aggregate proceeds of approximately $35,000,004. North Peak holds substantial oil-weighted assets and future drilling inventory on approximately 281,000 net acres in the Northern DJ and Powder River Basins.

This Amendment No. 3 adds an unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, giving effect to the North Peak merger as if it occurred on January 1, 2025. The pro forma data are illustrative and not necessarily indicative of actual or future results.

PEDEVCO Corp. reported strong second quarter 2026 results driven by its expanded Rocky Mountain asset base after the October 2025 Juniper merger. Q2 2026 oil and gas revenue rose 561% year over year to $46.1 million, supported mainly by higher production volumes and a higher realized oil price. Total production increased to 618,912 Boe (6,801 Boe/d), up 348% from the prior-year quarter.

The company generated Q2 2026 net income of $17.5 million, or $1.31 per share, versus a loss of $1.7 million a year earlier, helped by higher operating income and $5.0 million of net income on derivative contracts. Adjusted EBITDA rose to $18.7 million, up 516% year over year. For the first half of 2026, Adjusted EBITDA totaled $36.8 million.

PEDEVCO reduced borrowings under its Senior Secured Revolving Credit Facility from $98.0 million at March 31, 2026 to $85.0 million at June 30, 2026 and reported approximately $12.1 million of cash and restricted cash, implying net debt of about $73 million. Working capital deficit excluding derivatives improved to $8.6 million from $34.1 million at year-end 2025. The company plans to drill or participate in over 20 gross wells in the second half of 2026 across the D-J, Powder River and Permian basins, expecting added production in late 2026 and 2027 while targeting low leverage and balance sheet strength.

PEDEVCO Corp. updated executive compensation by granting restricted stock units and performance-based restricted stock units under its 2021 Equity Incentive Plan as part of the 2025 annual review. On July 21, 2026, awards covered an aggregate 35,240 RSUs and 11,530 PBRSUs to officers and employees, including COO Reagan Tuck Dukes and CFO Robert J. Long.

Dukes received 17,190 RSUs and 7,520 PBRSUs, and Long received 18,050 RSUs and 4,010 PBRSUs, with time-based RSUs vesting over three years from a January 1, 2026 commencement date and PBRSUs tied to performance for fiscal 2026–2028. New employment agreements set annual salaries of $300,000 for Dukes and $280,000 for Long, 50% target bonuses, severance of up to 2x base salary plus target bonus upon certain terminations around a Change in Control, COBRA premium reimbursement for up to 12 months, and one-year post-employment non-compete and non-solicit obligations.

PEDEVCO Corp. entered into a Separation Agreement and General Release Agreement with former employee Paul Pinkston on July 15, 2026, in connection with his June 23, 2026 termination of employment. Under the agreement, PEDEVCO will pay Mr. Pinkston $80,885 in cash as a severance payment, and all unvested stock, restricted stock units and performance-based restricted stock units held by him were forfeited pursuant to the terms of those awards.

Mr. Pinkston provided a release to the company, subject to customary exceptions, and agreed to standard confidentiality obligations. The Separation Agreement becomes effective on the 8th day after his acceptance, provided he does not revoke his acceptance by that date.

PEDEVCO Corp. reported a leadership change in its finance organization. On and effective June 23, 2026, the company and Paul Pinkston mutually agreed that he would step down from his role as Chief Accounting Officer and terminate his employment with the company.

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.

PEDEVCO Corp. entered into a Third Amendment to its Amended and Restated Credit Agreement with Citibank and other lenders on May 19, 2026. The amendment increases the borrowing base and elected commitment amount under the credit facility from $120 million to $125 million, modestly expanding available credit. The redetermination executed by this amendment replaces the borrowing base review originally scheduled for on or about December 1, 2025, with the next redetermination planned for on or about July 1, 2026.

PEDEVCO Corp. reported a sharp operational step-change in Q1 2026 following its October 2025 Juniper merger, but posted a GAAP net loss driven by hedge mark-to-market. Production rose 374% to 728,141 Boe (8,091 Boe/d), and oil and gas revenue increased 360% to $40.2 million versus Q1 2025.

Adjusted EBITDA grew 404% to $21.5 million, while operating income reached $6.7 million. However, the company recorded a net loss of $25.6 million, or $(3.28) per share, mainly from a $31.3 million net loss on derivative contracts, largely non‑cash unrealized losses reflecting higher commodity prices relative to its hedge book.

Net cash provided by operating activities increased 78% to $10.5 million. As of March 31, 2026, PEDEVCO had $11.3 million in cash and restricted cash, $98.0 million outstanding under its revolving credit facility, total assets of $370.1 million and shareholders’ equity of $182.2 million. Management reaffirmed 2026 guidance of 6,500–7,000 Boe/d and $60–$70 million of Adjusted EBITDA on $16–$20 million of net capital expenditures.

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.

PEDEVCO Corp. reported a transformational 2025 shaped by its October Juniper merger, which drove a sharp step-up in scale and reserves but led to a reported loss. Fourth quarter 2025 revenue rose to $23.1 million, up 118% year over year, with Adjusted EBITDA of $15.4 million, nearly three times the prior-year quarter, as average daily production reached 5,310 Boe/d. For full-year 2025, revenue increased to $45.8 million and Adjusted EBITDA grew 18% to $27.0 million, while the company recorded a net loss of $(10.4) million driven by $7.5 million of merger-related costs, higher share-based compensation, new interest expense and income tax expense. Year-end 2025 proved reserves grew to 32.1 MMBoe with PV-10 of $357.7 million, the borrowing base-backed credit facility balance reached $87.0 million, and management issued 2026 guidance targeting Adjusted EBITDA of $60–$70 million and capital spending of $16–$20 million.

PEDEVCO Corp. outlines its post‑Juniper merger profile, highlighting a Rockies-focused oil and gas platform with >310K net acres across the DJ Basin, Powder River Basin and Permian. The company targets ~6,400‑6,500 Boe/d net production, with roughly 88% liquids and more than 1,100 gross drilling locations.

The presentation cites 32.1 MMBoe of proved reserves with PV‑10 of $357.7MM, or about $26.90 per share, and pro forma 2026 Adjusted EBITDA of $60MM‑$70MM. Net debt is shown at roughly $84MM at year‑end 2025, implying ~1.3x Net Debt/EBITDA and an estimated ~$316MM enterprise value.

Management emphasizes a simple capital structure built on public equity and an RBL facility with a $120MM borrowing base, plus new equity capital including $18.55MM from Juniper. They target $3‑4MM of G&A synergies and $8‑10MM in annualized LOE savings by mid‑2027, with further cost optimization, Rockies consolidation opportunities, and a multi‑year development runway framed as key value drivers.

PEDEVCO reported record preliminary fourth-quarter and full-year 2025 results driven by its Juniper merger and development program. Q4 2025 revenue is expected at $22.5–$23.5M, more than double 4Q24, with Adjusted EBITDA of $14.5–$15.5M, nearly triple the prior year quarter.

Average daily production in Q4 rose to 5.0–5.5 Mboe/d versus 2.2 Mboe/d, while full-year 2025 production increased to 2.4–2.5 Mboe/d from 1.8 Mboe/d. Management highlights that Q4 reflects only a partial-quarter contribution from Juniper, and notes the merger added about 1,800 barrels per day of incremental production.

The company expects higher 2026 earnings power as post-merger synergies are realized and recently completed wells ramp production. All figures are preliminary, unaudited estimates subject to adjustment, with detailed results to be discussed on an earnings call on April 1, 2026.

PEDEVCO Corp. approved and implemented a 1-for-20 reverse stock split of its common stock. At the effective time on March 13, 2026, every 20 issued and outstanding shares will convert into 1 share, reducing issued and outstanding common shares from approximately 266.0 million to approximately 13.3 million.

The number of authorized shares will not change, so the company will have more shares available for potential future issuance relative to those outstanding. The split does not affect the par value, voting rights, or core terms of the common stock. Fractional shares will not be issued; instead, affected holders will receive cash based on the closing price before effectiveness.

Outstanding stock options and other equity awards, including plan reserves, are proportionately adjusted at the 1-for-20 ratio, with exercise prices increased inversely so the aggregate exercise cost per award remains approximately the same. Existing S-3 and S-8 registration statements will automatically adjust the number of registered but undistributed shares under Rule 416(b) to reflect the reverse split.

PEDEVCO Corp. completed the automatic conversion of its Series A preferred stock into common stock, triggering a change of control and major governance changes. On February 27, 2026, 106,500,000 merger conversion shares and 63,636,370 PIPE conversion shares of common stock were issued, bringing total shares outstanding to 266,016,298.

Following these issuances, investor Edward Geiser, through Juniper-affiliated entities, controls 137,231,404 shares, or approximately 51.6% of the voting power, while former controlling shareholder Simon Kukes now holds 33.1%. A new Second Amended and Restated Certificate of Formation increased authorized common shares to 300,000,000, added supermajority voting for key charter changes, and formally waives certain corporate opportunities in favor of Juniper- and Kukes-affiliated groups.

The board was reconstituted under a Shareholder Agreement giving the Juniper shareholder up to three board nominees and committee leadership roles based on ownership levels. PEDEVCO also increased shares available under its 2021 Equity Incentive Plan to 18,000,000 and granted 197,482 restricted shares to new director Edward Geiser.

PEDEVCO Corp. is implementing a 1-for-20 reverse stock split of its common stock, effective at 12:01 a.m. EDT on March 13, 2026, with trading on a split-adjusted basis beginning that day. The move will reduce outstanding common shares from approximately 266.0 million to about 13.3 million.

The company states the primary goal is to streamline its capital structure after a recent transformative merger, increase the per-share trading price, and improve clarity of per-share metrics, which it believes may help appeal to more institutional investors. All outstanding options and other equity-linked securities, as well as equity incentive plan share pools, will be proportionally adjusted, while par value and authorized share counts will remain unchanged. Stockholders entitled to fractional shares will receive cash instead of fractional share certificates based on the closing price immediately before the effective time.

PEDEVCO Corp. reported year-end 2025 proved reserves of approximately 32.1 million barrels of oil equivalent, with a PV-10 value of $357.7 million based on SEC pricing. These reserves reflect the company’s full post-merger asset base in Wyoming, Colorado and New Mexico.

Total proved reserves include 22.99 million barrels of oil, 28.78 billion cubic feet of natural gas and 4.34 million barrels of NGLs. About 16.38 MMBoe are proved developed and 15.74 MMBoe are proved undeveloped, supported by 71 planned horizontal drilling locations across the Niobrara, Codell and San Andres formations.

PEDEVCO Corp. disclosed that it borrowed an additional $5 million on February 5, 2026 under its Amended and Restated Credit Agreement, which allows an aggregate maximum revolving credit amount of $250 million. Earlier, it had borrowed $87 million at the merger closing and $6 million on January 8, 2026.

The new draw is expected to fund the company’s participation in certain non-operated well operations and other payables. Holders of the company’s Series A Convertible Preferred Stock, including North Peak Oil & Gas Holdings, LLC and Century Oil and Gas Holdings, LLC, approved this borrowing via written consent on February 2, 2026, as required by their approval rights over significant new debt.

PEDEVCO Corp. reported routine executive compensation updates tied to its 2025 annual review. On January 27, 2026, the Board approved cash bonuses of $170,000 for CEO J. Douglas Schick, $135,000 for COO R.T. Dukes, $131,000 for EVP and General Counsel Clark R. Moore, $126,000 for CFO Robert “Bobby” J. Long, $125,000 for Chief Commercial Officer Jody Crook, and $43,000 for Chief Accounting Officer Paul Pinkston.

Effective February 1, 2026, Mr. Pinkston’s annual salary increased from $168,000 to $175,000. The Board noted that equity incentive awards for 2025, if any, have not yet been determined.

PEDEVCO Corp. filed an Amendment No. 2 to a prior current report related to its acquisition of North Peak Oil & Gas and Century Oil and Gas Sub-Holdings. The company previously closed these mergers and raised 6,363,637 shares of Series A Preferred Stock at $5.50 per share for total proceeds of $35,000,004. North Peak owns substantial oil-weighted producing assets and leasehold interests, including approximately 281,000 net acres in the Northern DJ and Powder River Basins.

This amendment does not change the terms of the mergers or the financial results. Instead, it repackages North Peak’s audited and unaudited financial statements as searchable text and HTML tables to comply with SEC technical rules and adds an updated consent from Whitley Penn LLP so its audit report can be incorporated by reference into PEDEVCO’s existing registration statements. The pro forma financial information showing the combined company’s illustrative results is incorporated by reference and remains unchanged.

PEDEVCO Corp. reported that it borrowed an additional $6 million on January 8, 2026 under its Amended and Restated Credit Agreement, which has an initial borrowing base and aggregate elected commitments of $120 million and a maximum revolving credit amount of $250 million. The company had previously borrowed $87 million in connection with mergers completed on October 31, 2025. The new borrowing is expected to fund PEDEVCO’s participation in certain non‑operated well operations and other company payables.

The Series A Convertible Preferred Stock carries a right to approve indebtedness over $500,000, other than in the ordinary course. On January 6, 2026, North Peak Oil & Gas Holdings, LLC and Century Oil and Gas Holdings, LLC, which together hold a majority of the 17,013,637 outstanding Series A Convertible Preferred shares issued on October 31, 2025, approved this additional borrowing by written consent.

PEDEVCO Corp. filed an amendment to a prior current report to include detailed historical and pro forma financial information related to its completed acquisition of North Peak Oil & Gas and Century Oil and Gas Sub-Holdings. The filing notes that, at the merger closing, investors purchased an aggregate of 6,363,637 shares of PEDEVCO Series A Preferred Stock at $5.50 per share, totaling $35,000,004. North Peak owns substantial oil-weighted producing assets and approximately 281,000 net acres in the Northern DJ and Powder River Basins. The amendment adds North Peak’s audited and unaudited financial statements and unaudited pro forma combined financials showing how the merger would have affected PEDEVCO’s results over recent periods.

PEDEVCO Corp. (PED) filed a current report to announce that it has released its financial results for the quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1, which includes its quarterly performance details and uses certain non-GAAP financial measures, along with reconciliations to comparable GAAP metrics. The report also highlights that the press release contains forward-looking statements subject to risks and uncertainties, and directs readers to the company’s other SEC filings for a fuller discussion of these risk factors.

PEDEVCO (PED) closed two mergers with North Peak Oil & Gas and Century Oil & Gas Sub‑Holdings, issuing 10,650,000 shares of new Series A Convertible Preferred Stock that automatically convert 10‑for‑1 into 106,500,000 common shares after the Rule 14c‑2 20‑day notice period. Concurrently, a PIPE added 6,363,637 Series A Preferred that will convert into 63,636,370 common shares.

PEDEVCO also entered an amended and restated credit facility maturing October 31, 2029, with an initial $120 million borrowing base (up to $250 million) and drew $87 million at closing. Hedging covenants require minimum coverage of projected production. Net PIPE proceeds of $35,000,004 were used to repay acquired liabilities and deal costs.

Governance changes include three director appointments and a Series A director right until conversion. Post‑conversion ownership is expected at approximately 14.0% for pre‑conversion securityholders (excluding Dr. Kukes), ~33.1% for Dr. Kukes, and ~52.9% for Juniper and other former owners. Majority shareholders approved an A&R charter, an authorized share increase, and reverse split authority (1‑for‑10 to 1‑for‑20). Registration rights require filing a resale registration within 45 days after the Automatic Conversion Date.

PEDEVCO Corp. (PED) announced a non‑reliance and restatement of its audited financial statements for the year ended December 31, 2024, after its Audit Committee identified an error in accounting for prior period net operating losses in the tax provision. The company stated the error overstated the tax benefit and deferred income tax account by approximately $5.5 million for 2024.

PEDEVCO noted the correction will reduce net income and lower earnings to $0.14 per basic and diluted share from $0.20 for 2024. The company emphasized there was no impact on cash position, cash flow, revenues, or liquidity. Management also identified additional material weaknesses in internal control over financial reporting and disclosure controls as of December 31, 2024, and is developing a remediation plan.

The company is preparing an amended Annual Report on Form 10‑K for 2024 that will include restated financial statements and related disclosures.

PEDEVCO Corp. reported two corporate governance updates. On August 28, 2025, the company granted restricted stock awards under its 2021 Equity Incentive Plan to three non-employee directors: 200,000 shares to John Scelfo vesting on July 12, 2026, 200,000 shares to Chairman Dr. Simon G. Kukes vesting on January 1, 2026, and 140,000 shares to H. Douglas Evans vesting on September 27, 2026. The awards require continued Board service through the vesting dates and provide for full vesting if a director is removed in connection with a Change of Control, all under a standard Restricted Shares Grant Agreement.

The company also held its 2025 Annual Meeting, where shareholders elected five director nominees and approved Weaver and Tidwell, L.L.P. as independent auditors for the fiscal year ending December 31, 2025. A quorum was present with 68,670,136 shares represented out of 91,829,352 shares entitled to vote as of the June 30, 2025 record date, and all proposals received strong support.

PEDEVCO Corp. reported that it has released its financial results for the quarter ended June 30, 2025, through a press release dated August 14, 2025. The company furnished this press release as an exhibit to provide details on its operations and financial condition for the quarter, including certain non-GAAP financial measures with reconciliations to comparable GAAP figures.

The company also highlighted that the press release contains forward-looking statements covered by federal safe harbor provisions and directed readers to its recent Annual Report on Form 10-K for 2024 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, for a fuller discussion of risks and trends affecting its business.