[Form 4] PEDEVCO CORP Insider Trading Activity
Rhea-AI Filing Summary
PEDEVCO (PED) reported insider activity for its President and CEO, who also serves as a director. On 10/31/2025, he was granted 2,000,000 shares of restricted common stock at $0, issued for services. 1,000,000 of these vest time‑based: one‑third on each of the first, second, and third anniversaries of the Closing Date. Up to 1,000,000 vest upon a price trigger if the 30‑day average closing price reaches at least $0.90 within four years after the Closing Date, following the schedule described; unvested shares are forfeited if the trigger is not met.
Following the transactions, the reporting person beneficially owned 3,577,133 common shares (direct). He also acquired 45,455 shares of Series A Convertible Preferred Stock (indirect via American Resources, Inc.) that automatically convert 10‑for‑1 into common stock on the Automatic Conversion Date after a 20‑day information statement period following approval that occurred on 10/31/2025, representing 454,550 underlying common shares. The reported price of the derivative security was $5.5.
Positive
- None.
Negative
- None.
Insights
Routine executive equity grants with performance vesting; neutral impact.
The CEO received 2,000,000 restricted shares at $0 consideration for services, split between time‑based vesting (1,000,000) and a performance component tied to a $0.90 30‑day average price within four years. This aligns incentives but does not itself change cash flows.
He also acquired 45,455 Series A Convertible Preferred shares (indirect) that convert 10‑for‑1 into common after the information statement’s 20‑day period, implying 454,550 underlying common. The filing lists a $5.5 price for the derivative security. Actual dilution depends on vesting and automatic conversion mechanics as described.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series A Convertible Preferred Stock | 45,455 | $5.50 | $250K |
| Grant/Award | Common Stock | 2,000,000 | $0.00 | -- |
Footnotes (1)
- Granted by the Board of Directors of the Issuer on October 29, 2025, contingent upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger dated October 31, 2025 between the Issuer, NP Merger Sub, LLC, COG Merger Sub, LLC, North Peak Oil Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, and, solely for purposes of the specified provisions therein, North Peak Oil Gas Holdings, LLC, which closed on October 31, 2025 (the "Closing Date"). 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. A total of 1 million of the shares vest at the rate of (i) 1/3 on the one year anniversary of the Closing Date; (ii) 1/3 on the two year anniversary of the Closing Date; and (iii) 1/3 on the three year anniversary of the Closing Date, subject to the Reporting Person's continued service to the Company 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 the Reporting Person. Up to 1,000,000 shares will vest if the Issuer's common stock maintains a 30-day average closing price of at least $0.90 (as adjusted for stock splits) within four years after the Closing Date (the "price trigger"). The earliest possible vesting date is 30 days after the first anniversary of the Closing Date, provided: (a) if the price trigger is met between one year and 30 days and two years after the Closing Date, one-third of the shares vest immediately and the remainder vest on the second and third anniversaries of the grant date; (b) if met between two and three years, two-thirds vest immediately and the remainder on the third anniversary; and (c) if met after the third anniversary, all shares vest immediately. Vesting is subject to the Reporting Person's continued service and the terms of the Restricted Shares Grant Agreement. If the price trigger is not achieved within four years, all 1,000,000 shares will be forfeited. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as the President and Chief Executive Officer of the Issuer. The Convertible Series A Preferred Stock is 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. The Convertible Series A Preferred Stock have no expiration date, but automatically convert into common stock of the Issuer in a ratio of 10-for-1 on the Automatic Conversion Date. The Reporting Person serves as Chief Executive Officer of American Resources, Inc., an entity which he also partially owns, and as such, may be deemed to beneficially own the securities held by such entity.
