Juniper-linked funds convert PEDEVCO (PED) preferred stock into 140M+ common shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
PEDEVCO CORP insider update: Entities affiliated with Juniper Capital reported the automatic conversion of 14,022,728 shares of Series A Convertible Preferred Stock into 140,227,280 shares of common stock on February 27, 2026, based on a stated 10‑for‑1 conversion ratio.
The preferred shares had been held by North Peak Oil & Gas Holdings and Century Oil and Gas Holdings, and the resulting common shares were issued to several Juniper‑affiliated holding vehicles. The filing states that the reporting person, Edward Geiser, may be deemed to have voting and dispositive power through his indirect ownership of the general partners of these funds but disclaims beneficial ownership beyond his pecuniary interest.
On the same date, 3,389,717 common shares previously beneficially owned on behalf of third parties were issued directly to those parties under a pre‑existing agreement. Geiser also received 197,482 restricted common shares as compensation for board service under PEDEVCO’s 2021 Equity Incentive Plan, vesting in four equal installments over the 3, 6, 9 and 12‑month anniversaries of February 27, 2026, and immediately allocated among Juniper‑affiliated funds.
Positive
- None.
Negative
- None.
Insider Trade Summary
14,022,728 shares exercised/converted
Mixed
6 txns
Insider
Geiser Edward
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Convertible Preferred Stock | 14,022,728 | $0.00 | -- |
| Conversion | Common Stock | 140,227,280 | $0.00 | -- |
| Other | Common Stock | 3,389,717 | $0.00 | -- |
| Grant/Award | Common Stock | 197,482 | $0.00 | -- |
| Other | Common Stock | 197,482 | $0.00 | -- |
| Other | Common Stock | 137,231,404 | $0.00 | -- |
Holdings After Transaction:
Series A Convertible Preferred Stock — 0 shares (Indirect, See Footnote);
Common Stock — 140,423,639 shares (Indirect, See Footnote);
Common Stock — 137,231,404 shares (Direct)
Footnotes (1)
- On the Automatic Conversion Date, 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 II PED Holdings, LLC ("Fund II Holdings"), Juniper Capital III PED Holdings, LLC ("Fund III Holdings"), J PED, LLC ("Fund IV Holdings"), NPR Partners PED Holdings, LLC ("NPR Partners Holdings") and North Peak Partners PED Holdings, LLC ("North Peak Partners Holdings"). As the indirect, sole owner of the general partners of (i) Juniper Capital II, L.P., an investment fund that wholly owns and controls Fund II Holdings, (ii) Juniper Capital III, L.P., an investment fund that wholly owns and controls Fund III Holdings, (iii) Juniper Capital IV, L.P., an investment fund that wholly owns and controls Fund IV Holdings, (iv) Juniper NPR Partners, L.P., an investment fund that wholly owns and controls NPR Partners Holdings, and (iv) Juniper North Peak Partners, an investment fund that wholly owns and controls North Peak Partners, the Reporting Person may be deemed to have voting and dispositive power over the securities held by Fund II Holdings, Fund III Holdings, Fund IV Holdings, NPR Partners Holdings and North Peak Partners Holdings. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. On the Automatic Conversion Date, 3,389,717 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 Juniper (defined below). 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 (defined below) 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. Exempt from Section 16(b) pursuant to Rule 16b-3. 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 (the "Board"). As a designated director of affiliates of Juniper Capital Advisors, L.P. (collectively, "Juniper"), upon grant the shares of Restricted Common Stock were immediately transferred to Fund II Holdings, Fund III Holdings, Fund IV Holdings, NPR Partners Holings and North Peak Partners Holdings pursuant to a previously agreed upon allocation arrangement. 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 did PEDEVCO CORP (PED) disclose about the Series A preferred stock conversion?
PEDEVCO reported that 14,022,728 shares of Series A Convertible Preferred Stock automatically converted into 140,227,280 common shares on February 27, 2026, using a stated 10‑for‑1 ratio. The preferred shares had been held by North Peak Oil & Gas Holdings and Century Oil and Gas Holdings.
What equity compensation did Edward Geiser receive from PEDEVCO (PED)?
Edward Geiser received 197,482 restricted PEDEVCO common shares as consideration for current and future board service. These shares vest in four equal 25% installments at 3, 6, 9 and 12 months after February 27, 2026, subject to his continued board service and plan terms.
What approvals enabled PEDEVCO’s (PED) automatic preferred stock conversion?
The automatic conversion followed distribution of an information statement under Rule 14c‑2 describing majority stockholder approval of the conversion. After a 20‑day period from that distribution, which included October 31, 2025 approval, the preferred stock automatically converted on February 27, 2026.