Large PEDEVCO (PED) preferred-to-common conversion by Juniper Capital affiliate
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Juniper Capital III GP, L.P., a 10% owner of PEDEVCO CORP, reported an automatic conversion of 6,279,371 shares of Series A Convertible Preferred Stock into 62,793,710 shares of common stock at a 10‑for‑1 ratio on February 27, 2026.
The filing shows these shares were issued to affiliates of North Peak and Century Oil & Gas, including Juniper Capital III PED Holdings II, LLC, with Juniper Capital III GP, L.P. having indirect voting and dispositive power. After related adjustments, including 154,600 shares issued directly to third parties and a director stock grant partly transferred to the affiliate, indirect common stock holdings reported were 62,819,396 shares, including restricted shares that vest in four equal installments over the 3, 6, 9 and 12‑month anniversaries of February 27, 2026, subject to continued board service.
Positive
- None.
Negative
- None.
Insider Trade Summary
6,279,371 shares exercised/converted
Mixed
4 txns
Insider
Juniper Capital III GP, L.P.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Convertible Preferred Stock | 6,279,371 | $0.00 | -- |
| Conversion | Common Stock | 62,793,710 | $0.00 | -- |
| Other | Common Stock | 154,600 | $0.00 | -- |
| Other | Common Stock | 90,400 | $0.00 | -- |
Holdings After Transaction:
Series A Convertible Preferred Stock — 0 shares (Indirect, See footnote);
Common Stock — 62,883,596 shares (Indirect, See footnote)
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 III PED Holdings II, LLC ("Fund III Holdings"). 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 III, L.P., a Delaware limited partnership and investment fund that wholly owns and controls Fund III Holdings. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. On the Automatic Conversion Date, 154,600 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 III 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.
FAQ
What insider activity did Juniper Capital III GP, L.P. report for PED?
Juniper Capital III GP, L.P. reported an automatic conversion of 6,279,371 Series A preferred shares into 62,793,710 PEDEVCO common shares on February 27, 2026. The conversion followed previously approved terms and was reported as an indirect holding through affiliated investment entities.
What was the conversion ratio for PEDEVCO’s Series A Convertible Preferred Stock?
The Series A Convertible Preferred Stock converted into PEDEVCO common stock at a 10‑for‑1 ratio. On the automatic conversion date, each preferred share became ten common shares under the security’s terms, turning 6,279,371 preferred shares into 62,793,710 common shares.
When did PEDEVCO’s Series A preferred automatically convert into common stock?
The automatic conversion occurred on February 27, 2026, described as the “Automatic Conversion Date.” This date followed an information statement distributed under Rule 14c‑2 after majority stockholder approval on October 31, 2025 for the conversion and related matters.