Juniper Capital II GP restructures PEDEVCO (PED) stake via major share conversion
Rhea-AI Filing Summary
Juniper Capital II GP, L.P., a 10% owner of PEDEVCO CORP, reported several structured equity transactions. On February 27, 2026, its indirectly held Series A Convertible Preferred Stock automatically converted into 37,658,222 shares of common stock at a 10‑for‑1 ratio, pursuant to preset terms.
On the same date, 3,235,117 common shares previously beneficially owned on behalf of third parties were issued directly to those third parties under a pre‑existing agreement. Separately, an affiliate received 49,679 restricted common shares for board services, vesting in four equal installments over the 3, 6, 9 and 12‑month anniversaries of February 27, 2026, subject to continued board service and potential forfeiture.
Positive
- None.
Negative
- None.
Insights
Large preferred-to-common conversion restructures an existing 10% holder’s position.
The filing shows an automatic 10‑for‑1 conversion of Series A Convertible Preferred Stock into 37,658,222 common shares for entities affiliated with Juniper Capital II GP, L.P. at a stated price of $0.0000 per share, reflecting a non‑cash, pre‑agreed capital structure change.
Additional movements include 3,235,117 shares issued directly to third parties under a prior agreement and a grant of 49,679 restricted shares tied to board service vesting over the 12 months following February 27, 2026. Overall, these transactions reallocate and formalize ownership among affiliated and third‑party holders rather than indicating open‑market buying or selling.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Convertible Preferred Stock | 3,765,822.2 | $0.00 | -- |
| Conversion | Common Stock | 37,658,222 | $0.00 | -- |
| Other | Common Stock | 3,235,117 | $0.00 | -- |
| Other | Common Stock | 49,679 | $0.00 | -- |
Footnotes (1)
- On the Automatic Conversion Date (defined below), the Convertible Series A Preferred Stock converted into Common Stock of the Issuer automatically pursuant to its terms based on a conversion ratio of 10-for-1. Prior to the Automatic Conversion Date, the shares of Series A Convertible Preferred Stock were held of record by North Peak Oil & Gas Holdings, LLC ("NPOG") and Century Oil and Gas Holdings, LLC ("COG"). On the Automatic Conversion Date, the shares of Common Stock were issued to affiliates of NPOG and COG including Juniper Capital II PED Holdings, LLC ("Fund II Holdings") and NPR Partners PED Holdings, LLC ("NPR Partners Holdings"). The Reporting Person may be deemed to have voting and dispositive power over such securities by virtue of its general partner interest in (i) Juniper Capital II, L.P., a Delaware limited partnership and investment fund that wholly owns and controls Fund II Holdings, and (ii) Juniper NPR Partners, L.P., a Delaware limited partnership and investment fund that wholly owns and controls NPR Partners Holdings. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. On the Automatic Conversion Date, 3,235,117 shares of Common Stock that were previously beneficially owned by the Reporting Person on behalf of certain third parties were issued directly to such third parties pursuant to a pre-existing agreement with affiliates of the Reporting Person. Edward Geiser received a grant of Common Stock in consideration for services rendered and agreed to be rendered as a member of the Board of Directors of the Issuer (the "Board"). Upon receipt by Mr. Geiser, the shares of Common Stock were transferred, in part, to Fund II Holdings and NPR Partners Holdings since Mr. Geiser is a designated director of an affiliate of the Reporting Person. The shares of restricted Common Stock were issued to the Reporting Person pursuant to the Issuer's 2021 Equity Incentive Plan and are subject to forfeiture. The shares vest at the rate of (i) 25% of the shares on the three (3) month anniversary of February 27, 2026; (ii) 25% on the six (6) month anniversary of February 27, 2026; (iii) 25% on the nine (9) month anniversary of February 27, 2026; and (iv) 25% on the twelve (12) month anniversary of February 27, 2026, subject to the Reporting Person's continued service on the Board on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Issuer and an affiliate of the Reporting Person. Exempt from Section 16(b) pursuant to Rule 16b-3. The Convertible Series A Preferred Stock was not convertible until the expiration of the twenty calendar day period (the "Automatic Conversion Date") commencing on the distribution to the Issuer's shareholders in accordance with Rule 14c-2 of Regulation 14C promulgated under the Securities and Exchange Act of 1934, as amended, of an information statement disclosing, among other things, the approval of such conversion and related matters by the majority stockholders of the Issuer which occurred on October 31, 2025, which Automatic Conversion Date was February 27, 2026.
