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PEDEVCO (PED) trust converts Series A preferred into common stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PEDEVCO CORP insider SGK 2018 Revocable Trust reported a large automatic stock conversion. On February 27, 2026, 2,801,814 shares of Series A Convertible Preferred Stock held through the trust automatically converted into 28,018,140 shares of common stock at a 10-for-1 ratio, pursuant to the preferred’s terms.

After this derivative conversion, the trust is shown as indirectly holding 79,809,465 common shares. The filing also notes 3,000 common shares held indirectly by the reporting person’s spouse and 8,121,950 common shares held directly. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider KUKES SIMON G, SGK 2018 REVOCABLE TRUST
Role 10% Owner | Chief Executive Officer
Type Security Shares Price Value
Exercise Series A Convertible Preferred Stock 2,801,814 $0.00 --
Exercise Common Stock 28,018,140 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Series A Convertible Preferred Stock — 0 shares (Indirect, Through The SGK 2018 Revocable Trust); Common Stock — 79,809,465 shares (Indirect, Through The SGK 2018 Revocable Trust); Common Stock — 8,121,950 shares (Direct)
Footnotes (1)
  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. Except to the extent of his pecuniary interest therein this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. 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.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026
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 02/27/2026 M 28,018,140 A (1) 79,809,465(2) I Through The SGK 2018 Revocable Trust
Common Stock 3,000 I By Spouse
Common Stock 8,121,950 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
Series A Convertible Preferred Stock (3) 02/27/2026 M 2,801,814 (3) (3) Common Stock 28,018,140 $0 0 I Through The SGK 2018 Revocable Trust
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
Director X 10% Owner
Officer (give title below) Other (specify below)
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. 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.
2. Except to the extent of his pecuniary interest therein this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
3. 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.
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 03/03/2026
/s/ Clark R. Moore, attorney-in-fact for Simon Kukes, as Trustee of The SGK 2018 Revocable Trust 03/03/2026
** 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 insider transaction did PEDEVCO (PED) report in this Form 4?

The Form 4 reports an automatic conversion of preferred stock into common stock. 2,801,814 Series A Convertible Preferred shares converted into 28,018,140 PEDEVCO common shares, all held through the SGK 2018 Revocable Trust associated with a ten percent owner.

What was the conversion ratio for PEDEVCO’s Series A Convertible Preferred Stock?

The Series A Convertible Preferred Stock converted into common stock at a 10-for-1 ratio. This means each preferred share became ten common shares, resulting in 28,018,140 common shares from 2,801,814 preferred shares when the automatic conversion occurred.

When did the automatic conversion of PEDEVCO’s preferred stock occur?

The automatic conversion took effect on February 27, 2026. That date was defined as the Automatic Conversion Date, occurring after stockholder approval and an information statement distribution under Regulation 14C and Rule 14c-2 requirements.

How many PEDEVCO common shares does the SGK 2018 Revocable Trust hold after the conversion?

Following the conversion, the SGK 2018 Revocable Trust is reported as indirectly holding 79,809,465 PEDEVCO common shares. This figure reflects the position after 28,018,140 new common shares were issued from the conversion of Series A Convertible Preferred Stock.

Does the PEDEVCO reporting person claim full beneficial ownership of these shares?

The reporting person expressly disclaims beneficial ownership of the securities except to the extent of any pecuniary interest. This means the filing should not be viewed as an admission of full beneficial ownership under Section 16 or for any other legal purpose.
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