Pedevco (NYSE: PED) CAO surrenders shares to cover tax on vesting awards

Rhea-AI Filing Summary

Pedevco Corp’s Chief Accounting Officer, Paul Anthony Pinkston, reported two share transactions related to tax withholding on vested restricted stock. On January 23, 2026, he surrendered 19,767 shares of common stock at $0.58 per share, leaving him with 777,933 shares owned directly.

On January 26, 2026, he surrendered an additional 24,709 shares at $0.593 per share, resulting in 753,224 shares of common stock held directly afterward. Footnotes clarify these shares were surrendered to the issuer solely to satisfy tax withholding obligations upon vesting, and no shares were issued or sold in these transactions.

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

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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^*

PINKSTON PAUL ANTHONY

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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.	01/23/2026		F		19,767(1)	D	$0.58(1)	777,933	D
Common Stock	01/26/2026		F		24,709(2)	D	$0.593(2)	753,224	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. Represents shares of common stock of the Issuer surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of 66,667 shares of restricted stock granted to the reporting person on January 23, 2023. No shares were issued or sold in this transaction. The per-share value assigned to the shares surrendered reflects the price per share on the date on which the shares vested as reported on the NYSE American.

2. Represents shares of common stock of the Issuer surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of 83,333 shares of restricted stock granted to the reporting person on January 26, 2024. No shares were issued or sold in this transaction. The per-share value assigned to the shares surrendered reflects the price per share on the date on which the shares vested as reported on the NYSE American.

Remarks:

See Power of Attorney filed as Exhibit 24.1 to the Form 4 filed by the Reporting Person on December 20, 2019.

	/s/ Clark R. Moore, attorney-in-fact for Paul Pinkston	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did PED CAO Paul Pinkston report on this Form 4?

Paul Pinkston reported two transactions surrendering Pedevco (PED) common shares to the company to cover tax withholding on vested restricted stock. These were withholding-related events, not open-market sales, and left him holding hundreds of thousands of shares directly.

How many PED shares did Paul Pinkston surrender for tax withholding?

He surrendered 19,767 shares on January 23, 2026 at $0.58 per share and 24,709 shares on January 26, 2026 at $0.593. Both transactions were to satisfy tax obligations tied to restricted stock vesting.

Were any Pedevco (PED) shares sold on the open market in this Form 4?

No. Footnotes state that no shares were issued or sold in these transactions. Instead, shares were surrendered to the issuer solely to satisfy tax withholding related to vesting restricted stock awards previously granted to the reporting person.

How many Pedevco shares does Paul Pinkston hold after these Form 4 transactions?

After the January 23, 2026 withholding event he held 777,933 shares. Following the January 26, 2026 surrender, his direct beneficial ownership stood at 753,224 shares of Pedevco common stock, according to the Form 4.

What triggered the PED share surrenders reported by Paul Pinkston?

The surrenders were triggered by the vesting of restricted stock: 66,667 shares granted on January 23, 2023 and 83,333 shares granted on January 26, 2024. A portion of the vested shares was returned to the issuer to cover taxes.

What prices were used to value the PED shares surrendered for taxes?

The Form 4 lists per-share values of $0.58 and $0.593. Footnotes explain these reflect the NYSE American price on the respective vesting dates and were used solely to determine the value of shares surrendered for tax withholding.