PEDEVCO insider filing: H. Douglas Evans receives 140K restricted shares

Rhea-AI Filing Summary

PEDEVCO Corp. director H. Douglas Evans received 140,000 restricted shares on 08/28/2025, bringing his total beneficial ownership to 600,000 common shares. The shares were issued under the companys 2021 Equity Incentive Plan in consideration for board services and are subject to forfeiture until they fully vest on September 27, 2026, conditional on continued board membership and the terms of a Restricted Shares Grant Agreement. The award is reported as exempt under Rule 16b-3(d). The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Director alignment: 140,000 restricted shares issued to a director, increasing his stake to 600,000 shares
• Standard governance practice: Shares issued under the 2021 Equity Incentive Plan and reported exempt under Rule 16b-3(d)

Negative

• None.

Insights

Securities Analyst

TL;DR: A board director received restricted stock that increases his stake to 600,000 shares, vesting contingent on continued service.

This Form 4 documents a routine equity grant to a director under the issuers equity incentive plan. The 140,000 shares are restricted and forfeitable until 09/27/2026, aligning compensation with ongoing board service. The filing notes exemption under Rule 16b-3(d), indicating the grant follows a standard exemptive transaction for directors. For investors, this is a governance/compensation disclosure rather than an operational or financial performance signal.

Corporate Governance Expert

TL;DR: Director award appears standard: equity-based compensation with time-based vesting tied to board tenure.

The grants structure—restricted shares issued for board services with a vesting date contingent on continued board membership—is a common practice to align director incentives with shareholder interests. The filing references a Restricted Shares Grant Agreement and cites Rule 16b-3(d) exemption, suggesting procedural compliance. No additional details on grant valuation or dilutive impact are provided in this Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Evans Harold Douglas

(Last) (First) (Middle)

575 N. DAIRY ASHFORD ENERGY CENTER II

SUITE 210

(Street)

HOUSTON TX 77079

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PEDEVCO CORP [ PED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2025		A		140,000(1)	A	$0(2)	600,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares of Restricted Common Stock were issued to the Reporting Person pursuant to Issuer's 2021 Equity Incentive Plan and are subject to forfeiture. The shares fully vest on September 27, 2026, subject to the Reporting Person being a member of the Issuer's Board of Directors on such vesting date, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Issuer and the Reporting Person. Exempt under Rule 16b-3(d).

2. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered as a member of the Board of Directors of the Issuer.

Remarks:

See Power of Attorney filed as Exhibit 24.1 to the Form 4 filed by the Reporting Person on August 29, 2019.

	/s/ Clark R. Moore, attorney-in-fact for H. Douglas Evans	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PEDEVCO (PED) report on this Form 4?

H. Douglas Evans received 140,000 restricted common shares on 08/28/2025, bringing his beneficial ownership to 600,000 shares.

Are the shares fully vested immediately?

No. The restricted shares are subject to forfeiture and fully vest on September 27, 2026 only if the reporting person remains a member of the board and complies with the grant agreement.

Under what plan were the shares issued?

The shares were issued pursuant to the issuers 2021 Equity Incentive Plan and in consideration for board services.

Is this transaction treated as exempt under Section 16 rules?

Yes. The Form 4 states the issuance is exempt under Rule 16b-3(d).

Who signed the Form 4?

The Form 4 was signed on behalf of the reporting person by Clark R. Moore, attorney-in-fact on 08/29/2025.