[Form 4] PEDEVCO Corp. Insider Trading Activity

Rhea-AI Filing Summary

PEDEVCO Corp. reporting persons filed a Form 4 disclosing issuance of 200,000 restricted shares to Simon G. Kukes on 08/28/2025 as compensation for board services at a reported price of $0. The restricted shares were granted under the issuer's 2021 Equity Incentive Plan and are subject to forfeiture until they fully vest on January 1, 2026, conditional on Kukes remaining a director and the terms of a Restricted Shares Grant Agreement. The filing shows beneficial ownership following the transaction of 8,121,950 shares (direct), 51,791,325 shares (indirect) through The SGK 2018 Revocable Trust, and 3,000 shares (indirect) held by spouse. Reporting roles include Executive Chairman and Chief Executive Officer for the respective reporting persons. The filing is presented as exempt under Rule 16b-3(d) and includes usual attorney-in-fact signatures.

Positive

• 200,000 restricted shares granted to Simon G. Kukes, indicating management alignment through equity compensation
• Vesting terms disclosed: shares fully vest on January 1, 2026 subject to continued board membership
• Transaction reported as exempt under Rule 16b-3(d), indicating compliance with the issuer's equity plan procedures

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation in the form of restricted stock; vesting tied to continued board service, typical governance control mechanics.

The 200,000-share grant issued at $0 as board compensation is a standard equity incentive mechanism to align an executive chairman's interests with shareholders. The vesting condition requiring continued board membership until January 1, 2026 is a retention condition, not a performance milestone. The filing notes the grant is exempt under Rule 16b-3(d), indicating the transaction follows the issuer's approved equity plan and related agreements. From a governance perspective, materiality is limited: this is compensation-related dilution risk but not an unusual governance event.

Securities Analyst

TL;DR: Insider acquired restricted shares as compensation; disclosed beneficial ownership positions are sizeable but the transaction is non-cash and not a market sale.

The reporting shows cumulative beneficial ownership including 8,121,950 shares directly and 51,791,325 indirectly via a revocable trust, plus 3,000 shares by spouse. The acquisition of 200,000 restricted shares at no cash price increases the reporting person's direct holdings upon vesting, subject to forfeiture conditions. As a Form 4 disclosure, this transaction notifies investors of potential future changes in insider holdings but does not reflect a market purchase or sale that would signal immediate confidence or liquidity needs.

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^*

KUKES SIMON G

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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)

	Form filed by One Reporting Person
X	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)	8,121,950	D
Common Stock								51,791,325	I	Through The SGK 2018 Revocable Trust
Common Stock								3,000	I	By Spouse

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

1. Name and Address of Reporting Person^*

KUKES SIMON G

(Last) (First) (Middle)

575 N. DAIRY ASHFORD

ENERGY CENTER II, SUITE 210

(Street)

HOUSTON TX 77079

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

1. Name and Address of Reporting Person^*

SGK 2018 REVOCABLE TRUST

(Last) (First) (Middle)

575 N. DAIRY ASHFORD

ENERGY CENTER II, SUITE 210

(Street)

HOUSTON TX 77079

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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 January 1, 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 the Power of Attorney filed as Exhibit 24.1 to the Form 4 filed by the Reporting Persons on June 19, 2019 and the Power of Attorney filed as Exhibit 24.3 to the Form 4 filed by the Reporting Persons on October 5, 2022.

	/s/ Clark R. Moore, attorney-in-fact for Simon Kukes	08/29/2025
	/s/ Clark R. Moore, attorney-in-fact for Simon Kukes, as Trustee of The SGK 2018 Revocable Trust	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 did the PEDEVCO (PED) Form 4 filed on 08/29/2025 disclose?

The Form 4 disclosed issuance of 200,000 restricted common shares to Simon G. Kukes on 08/28/2025 as compensation, reported at a price of $0.

When do the 200,000 restricted shares vest?

The restricted shares fully vest on January 1, 2026, subject to Kukes remaining a member of the issuer's Board of Directors and the Restricted Shares Grant Agreement terms.

How many shares does the reporting person beneficially own after the transaction?

The filing reports 8,121,950 shares directly, 51,791,325 shares indirectly through The SGK 2018 Revocable Trust, and 3,000 shares indirectly held by spouse following the reported transaction(s).

Was the share issuance a cash purchase or compensation?

The shares were issued as compensation for board services and are reported at a price of $0 in consideration for services rendered and to be rendered.

Is this transaction covered by Rule 16b-3?

Yes, the filing indicates the grant is exempt under Rule 16b-3(d), consistent with compensatory equity awards to insiders under an approved plan.