PED insider reports 500,000 restricted shares and convertible prefs
Rhea-AI Filing Summary
PEDEVCO (PED) Executive VP, General Counsel and Secretary reported equity awards on Form 4. On 10/31/2025, the officer received 500,000 shares of restricted common stock at $0 as compensation tied to the closing of a merger. The award vests 1/3 on each of the first, second, and third anniversaries of the Closing Date, subject to continued service.
The filer also acquired 4,546 shares of Series A Convertible Preferred Stock at $5.5 per preferred share, automatically converting 10-for-1 into 45,460 common shares after the Rule 14c‑2 information statement period. Following these transactions, common stock beneficial ownership was 1,580,334 direct, plus 2,867 indirect via a minor child.
Positive
- None.
Negative
- None.
Insights
Routine insider compensation grant with standard vesting and auto-convertible prefs.
The officer received 500,000 restricted shares at $0 on 10/31/2025, vesting in equal thirds on the first, second, and third anniversaries of the Closing Date. This is typical service-based equity intended to align incentives.
Additionally, the insider acquired 4,546 shares of Series A Convertible Preferred Stock at $5.5, which automatically convert 10-for-1 into 45,460 common shares after the Rule 14c‑2 distribution period tied to approval on Oct 31, 2025. Actual impact depends on future vesting and conversion mechanics disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series A Convertible Preferred Stock | 4,546 | $5.50 | $25K |
| Grant/Award | Common Stock | 500,000 | $0.00 | -- |
| holding | Common stock | -- | -- | -- |
Footnotes (1)
- Granted by the Board of Directors of the Issuer on October 29, 2025, contingent upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger dated October 31, 2025 between the Issuer, NP Merger Sub, LLC, COG Merger Sub, LLC, North Peak Oil Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, and, solely for purposes of the specified provisions therein, North Peak Oil Gas Holdings, LLC, which closed on October 31, 2025 (the "Closing Date"). 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) 1/3 on the one year anniversary of the Closing Date; (ii) 1/3 on the two year anniversary of the Closing Date; and (iii) 1/3 on the three year anniversary of the Closing Date, subject to the Reporting Person's continued service to the Company 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. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as the Executive Vice President, General Counsel and Secretary of the Issuer. Represents 2,867 shares of the Issuer's common stock owned by Reporting Person's minor child. The Convertible Series A Preferred Stock is 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. The Convertible Series A Preferred Stock have no expiration date, but automatically convert into common stock of the Issuer in a ratio of 10-for-1 on the Automatic Conversion Date.
