PEDEVCO (PED) affiliate converts Series A preferred and gains restricted shares
Rhea-AI Filing Summary
PEDEVCO CORP reported a Form 4 for Juniper Capital IV GP, L.P., reflecting an automatic conversion of preferred stock held through affiliated entities into common shares. On the Automatic Conversion Date of February 27, 2026, 3,372,728 shares of Series A Convertible Preferred Stock converted into 33,727,280 shares of common stock on a 10-for-1 basis.
Before conversion, the preferred shares were held by North Peak Oil & Gas Holdings, LLC and Century Oil and Gas Holdings, LLC, and the resulting common stock was issued to affiliates including J PED, LLC. Juniper Capital IV GP, L.P. may be deemed to have voting and dispositive power through its interest in Juniper Capital IV, L.P., but disclaims beneficial ownership except to the extent of its pecuniary interest.
The filing also reports an additional 48,675 shares of restricted common stock issued under the 2021 Equity Incentive Plan in connection with Board service. These shares are subject to forfeiture and vest in four equal 25% installments on the three, six, nine, and twelve‑month anniversaries of February 27, 2026, contingent on continued Board service.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Convertible Preferred Stock | 3,372,728 | $0.00 | -- |
| Conversion | Common Stock | 33,727,280 | $0.00 | -- |
| Other | Common Stock | 48,675 | $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 J PED, LLC ("J PED"). The Reporting Person may be deemed to have voting and dispositive power over such securities by virtue of its general partner interest in Juniper Capital IV, L.P., a Delaware limited partnership and investment fund that wholly owns and controls J PED. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. 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 J PED 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.
