PED Form 4: 200,000 restricted shares issued to director Scelfo; vest July 12, 2026

Rhea-AI Filing Summary

PEDEVCO Corp. director John J. Scelfo was issued 200,000 shares of Restricted Common Stock on 08/28/2025 as compensation for board services. The shares were granted under the Issuer's 2021 Equity Incentive Plan and are subject to forfeiture and vesting conditions: they fully vest on July 12, 2026 only if Scelfo remains a member of the board and per the Restricted Shares Grant Agreement. The grant was recorded at an issuance price of $0 and is exempt under Rule 16b-3(d). Following the grant, Scelfo beneficially owns 674,500 shares. The Form 4 was signed by an attorney-in-fact on 08/29/2025.

Positive

• Equity alignment: 200,000 restricted shares vesting on continued board service align the director's interests with shareholders
• Compensation transparency: Filing discloses vesting date, plan (2021 Equity Incentive Plan), and that issuance is exempt under Rule 16b-3(d)

Negative

• Dilution potential: 200,000 shares issued increases outstanding shares held by insiders, though percentage impact is not provided
• Service condition risk: Vesting is contingent on continued board membership, meaning forfeiture risk exists if director departs before July 12, 2026

Insights

Corporate Governance Expert

TL;DR: Routine restricted-share grant to a director ties compensation to continued service and board retention.

The 200,000-share award is a typical equity-based director compensation mechanism designed to align the director's interests with shareholders through time-based vesting tied to board service. Vesting is conditional on continued board membership to July 12, 2026 and the grant is described as subject to a Restricted Shares Grant Agreement, which is standard practice. The issuance at $0 indicates the shares are compensation rather than a purchase. This filing appears procedural and consistent with common governance and compensation practices; it does not, by itself, indicate a material change in control, financing, or corporate strategy.

Securities Analyst

TL;DR: The disclosure shows director dilution risk is modest but should be monitored relative to outstanding shares.

From an investor perspective, the grant increases the reporting person’s beneficial ownership to 674,500 shares. While the absolute 200,000-share grant is meaningful to the director's holdings, the Form 4 provides no information about total outstanding shares or the grant's percentage dilution. The $0 issuance price confirms the award is compensation. Without information on company-wide equity grants or outstanding share count, the material impact on EPS or ownership percentages cannot be assessed from this filing alone.

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^*

SCELFO JOHN J

(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		200,000(1)	A	$0(2)	674,500	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 July l2, 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 July 12, 2019.

	/s/ Clark R. Moore, attorney-in-fact for John J. Scelfo	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 transaction did John J. Scelfo report on Form 4 for PEDEVCO Corp (PED)?

The Form 4 reports a grant of 200,000 shares of Restricted Common Stock issued on 08/28/2025 as compensation for board services.

When do the 200,000 restricted shares granted to Scelfo vest?

The shares fully vest on July 12, 2026, contingent on Scelfo remaining a member of the Issuer's Board and subject to the Restricted Shares Grant Agreement.

What price was paid for the restricted shares reported by Scelfo?

The shares were issued at a reported price of $0, indicating they were granted as compensation.

How many PEDEVCO shares does Scelfo beneficially own after the reported transaction?

Following the grant, the Form 4 discloses Scelfo beneficially owns 674,500 shares.

Under which plan were the restricted shares issued?

The shares were issued pursuant to the Issuer's 2021 Equity Incentive Plan.