[Form 4] PEDEVCO CORP Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Schick John Douglas reported acquisition or exercise transactions in this Form 4 filing.
PEDEVCO CORP President and CEO John Douglas Schick reported new equity awards and updated his share holdings. He received 22,830 Restricted Stock Units (RSUs), each representing a right to one share of common stock that vests in three equal installments over three years starting from a January 1, 2026 vesting commencement date, subject to continued service.
He also received 15,220 Performance-Based RSUs (PBRSUs), with the actual payout ranging from 0% to 200% of this target based on the company’s total shareholder return versus a peer group over a fiscal 2026–2028 performance period, generally cliff-vesting on December 31, 2028 if service and performance conditions are met. Following these awards, he holds 169,987 shares of common stock directly and 22,727 shares indirectly through American Resources Inc., which he owns and controls.
Positive
- None.
Negative
- None.
Insights
CEO receives time-based and performance-based stock units as part of long-term pay.
PEDEVCO granted CEO John Douglas Schick 22,830 RSUs and 15,220 PBRSUs at no exercise price. These awards are compensation, not open-market purchases, and add to his existing direct and indirect shareholdings in the company.
The RSUs vest in three annual tranches beginning from a January 1, 2026 vesting start date, tying value to continued employment. The PBRSUs are linked to total shareholder return over the fiscal 2026–2028 period, with payout from 0% to 200% of target depending on relative performance, aligning potential upside with shareholder returns.
Because these are standard incentive-plan awards under the 2021 Equity Incentive Plan and there are no sales or option exercises, the filing mainly updates long-term incentive exposure and ownership levels rather than signaling any change in the CEO’s trading views.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Schick John Douglas
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Unit | 22,830 | $0.00 | -- |
| Grant/Award | Performance-Based Restricted Stock Unit | 15,220 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Unit — 22,830 shares (Direct, null);
Performance-Based Restricted Stock Unit — 15,220 shares (Direct, null);
Common Stock — 169,987 shares (Direct, null);
Common stock — 22,727 shares (Indirect, By American Resources Inc.)
Footnotes (1)
- Except to the extent of his pecuniary interest therein this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. American Resources Inc., is owned and controlled by the Reporting Person, and as such the Reporting Person may be deemed to be beneficially owned the securities held by American Resources Inc. Each Restricted Stock Unit represents the contingent right to receive, at vesting and upon settlement, one share of common stock. Each Performance-Based Restricted Stock Unit represents the contingent right to receive, at vesting and upon settlement, shares of common stock of the Issuer. The actual number of shares issuable upon vesting may range from 0% to 200% of the target award based upon the level of achievement of the applicable performance criteria. The Restricted Stock Units (RSUs) vest, if at all, 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, subject to the Reporting Persons 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 the Reporting Person. RSUs do not expire; they either vest or are forfeited prior to vesting date. Issued under the Issuers 2021 Equity Incentive Plan. The Performance-Based Restricted Stock Units (PBRSUs), which PBRSUs will be earned based on the performance metrics applicable to the Issuers 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 Reporting Persons continued service through that date and based on the Issuers total shareholder return (TSR) over the period, with payout ranging from 0% to 200% of target based on relative TSR percentile ranking against a defined peer group, and further subject to the terms and conditions of a Performance-Based Restricted Stock Unit Award Grant Agreement entered into between the Issuer and the Reporting Person. PBRSUs do not expire; they either vest or are forfeited prior to vesting. Issued under the Issuer's 2021 Equity Incentive Plan. The Target number of shares is reported. Possible payout ranges from 0% to 200%, based on the level of achievement of the applicable performance criteria during the applicable performance period.
Key Figures
Restricted Stock Units granted: 22,830 units
Performance-Based RSUs granted: 15,220 units
PBRSU payout range: 0%–200% of target
+4 more
7 metrics
Restricted Stock Units granted
22,830 units
Time-based RSUs granted to CEO, one share per unit
Performance-Based RSUs granted
15,220 units
Target PBRSUs linked to 2026–2028 total shareholder return
PBRSU payout range
0%–200% of target
Based on performance against TSR criteria over performance period
Direct common shares held
169,987 shares
CEO direct ownership after reported awards
Indirect common shares held
22,727 shares
Held through American Resources Inc. controlled by CEO
RSU vesting schedule
Three annual tranches
1/3 vests on each of first three anniversaries of Jan 1, 2026 VCD
PBRSU vesting date
December 31, 2028
General cliff-vesting date subject to TSR performance and service
Key Terms
Restricted Stock Unit, Performance-Based Restricted Stock Unit, total shareholder return (TSR), Section 16, +1 more
5 terms
Restricted Stock Unit financial
"The Restricted Stock Units (RSUs) vest, if at all, at the rate of (i) 1/3 of the total number of RSUs..."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Performance-Based Restricted Stock Unit financial
"Each Performance-Based Restricted Stock Unit represents the contingent right to receive, at vesting and upon settlement..."
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
Section 16 regulatory
"this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16..."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
2021 Equity Incentive Plan financial
"Issued under the Issuers 2021 Equity Incentive Plan."
FAQ
What equity awards did PEDEVCO (PED) grant to its CEO in this Form 4?
The CEO received 22,830 Restricted Stock Units and 15,220 Performance-Based Restricted Stock Units. Each unit represents a contingent right to one share of common stock, subject to vesting, performance conditions, and continued service with the company.
How do the new RSUs for PEDEVCO (PED) CEO John Douglas Schick vest?
The 22,830 RSUs vest in three equal installments. One-third vests on each of the first, second, and third anniversaries of the January 1, 2026 vesting commencement date, assuming the CEO remains in service and other award agreement conditions are satisfied.
What performance conditions apply to PEDEVCO (PED) CEO’s Performance-Based RSUs?
The 15,220 Performance-Based RSUs are earned based on total shareholder return from fiscal 2026 through fiscal 2028 versus a defined peer group. Payout can range from 0% to 200% of target, generally cliff-vesting on December 31, 2028 if service and performance requirements are met.
Are the PEDEVCO (PED) CEO’s Performance-Based RSUs guaranteed to pay out?
The Performance-Based RSUs are not guaranteed. The actual number of shares issued can be between 0% and 200% of the 15,220 target units, depending on performance against total shareholder return criteria and satisfaction of service conditions during the 2026–2028 period.