Pedevco SEC Filings

PEDEVCO (PED)Series A Convertible Preferred Stock representing 37,658,222 shares of common stock underlying.

The Series A preferred automatically converts into common stock at a 10-for-1 ratio after the twenty calendar day period commencing on distribution of an information statement under Rule 14c-2; majority stockholder approval occurred on October 31, 2025. The securities are held of record by North Peak Oil & Gas Holdings, LLC and Century Oil and Gas Holdings, LLC, with beneficial ownership disclaimed except to the extent of pecuniary interest.

PEDEVCO (PED) reporting persons, including Simon Kukes and The SGK 2018 Revocable Trust, reported acquiring 2,801,814 shares of Series A Convertible Preferred Stock on October 31, 2025 (code A). Each preferred share automatically converts into common stock at a 10‑for‑1 ratio on the “Automatic Conversion Date” following distribution of an information statement disclosing majority stockholder approval that occurred on October 31, 2025. The price of the derivative security was $5.5 per preferred share.

The filing also lists common stock beneficial ownership after the reported transactions: 8,121,950 shares held directly, 51,791,325 shares held indirectly through The SGK 2018 Revocable Trust, and 3,000 shares held indirectly by spouse. The trust is shown as holding 2,801,814 preferred shares following the transaction, corresponding to 28,018,140 underlying common shares under the stated conversion ratio.

PEDEVCO (PED) Schedule 13D/A: The SGK 2018 Revocable Trust and Dr. Simon G. Kukes updated their beneficial ownership following the closing of PEDEVCO’s mergers and PIPE financing on October 31, 2025. The SGK Trust reports 51,791,325 shares with shared voting and dispositive power, representing 56.0% of the class, based on 92,519,352 shares outstanding as of November 4, 2025. Dr. Kukes reports 59,936,275 shares (including spouse holdings and options), equal to 64.8% of the class.

The amendment notes issuance of 10,650,000 shares of Series A Convertible Preferred Stock in the mergers and 6,363,637 Series A Preferred in the PIPE at $5.50 per share, with $35,000,004 in net proceeds. Each preferred share converts into 10 common shares after an information statement process under Rule 14c‑2; these conversion shares are not included in the reported beneficial ownership.

Corporate actions include a planned increase in authorized common stock to 300,000,000 and governance provisions tied to the Series A Preferred. Dr. Kukes resigned from the Board effective at closing. The filing also references support and shareholder agreements and future resale registration obligations for conversion shares.

PEDEVCO Corp (PED) reported an initial statement of beneficial ownership on Form 3 for director Kristel Franklin. The filing shows 0 shares of common stock held directly and no derivative securities listed. The reported event date is 10/31/2025. The form was signed by Clark R. Moore as attorney-in-fact for Kristel Franklin.

PEDEVCO (PED) reported an initial statement of beneficial ownership on Form 3 for a director as of 10/31/2025. The filing shows 0 shares of Common Stock beneficially owned on a direct basis and lists no derivative securities. The submission was executed via power of attorney, as noted in the remarks.

This is an administrative disclosure confirming the director’s starting ownership position with the company.

PEDEVCO (PED) reported an insider ownership update as CFO and Treasurer Robert J. Long filed a Form 3. He reports 0 shares of common stock directly owned. He holds Series A Convertible Preferred Stock that will automatically convert into 9,546 shares of common stock at a 10-for-1 ratio on the “Automatic Conversion Date.” The conversion begins after a twenty-day period following distribution of an information statement to shareholders; majority stockholder approval occurred on October 31, 2025.

PEDEVCO (PED) filed a Form 3 for its new COO, reporting initial ownership. The filing lists 0 shares of common stock beneficially owned directly. It also reports Series A Convertible Preferred Stock that will automatically convert into common stock on the “Automatic Conversion Date,” which occurs after a twenty‑day period following distribution of an information statement approved on October 31, 2025. The preferred converts at a 10‑for‑1 ratio, with an amount underlying 9,546 shares of common stock, held directly.

PEDEVCO (PED): Juniper-affiliated entities filed a Schedule 13D disclosing majority ownership and new governance rights tied to a recent merger. Edward Geiser reports shared voting and dispositive power over 140,227,280 shares, representing 53.39% of the common stock. Individual reporting entities disclose: Juniper Capital III GP, L.P. 62,793,710 shares (23.91%); Juniper Capital II GP, L.P. 37,658,222 (14.34%); Juniper Capital IV GP, L.P. 33,727,280 (12.84%); Juniper North Peak Partners GP, L.P. 6,048,068 (2.30%).

On October 31, 2025, PEDEVCO closed mergers in which the sellers received 10,650,000 shares of Series A Convertible Preferred Stock, automatically convertible at 10-to-1 into 106,500,000 common shares after a 20‑day information statement period. Concurrently, J PED, LLC subscribed for 3,372,728 preferred shares, convertible into 33,727,280 common shares. Interim rights include a Preferred Director (Joshua Schmidt) and a board observer. After conversion, Juniper may nominate up to three directors based on ownership tiers, with committee and nomination provisions outlined. As of the Closing Date, shares outstanding were 92,519,352; this is a baseline figure, not the amount being offered.

PEDEVCO (PED) reported insider activity for its President and CEO, who also serves as a director. On 10/31/2025, he was granted 2,000,000 shares of restricted common stock at $0, issued for services. 1,000,000 of these vest time‑based: one‑third on each of the first, second, and third anniversaries of the Closing Date. Up to 1,000,000 vest upon a price trigger if the 30‑day average closing price reaches at least $0.90 within four years after the Closing Date, following the schedule described; unvested shares are forfeited if the trigger is not met.

Following the transactions, the reporting person beneficially owned 3,577,133 common shares (direct). He also acquired 45,455 shares of Series A Convertible Preferred Stock (indirect via American Resources, Inc.) that automatically convert 10‑for‑1 into common stock on the Automatic Conversion Date after a 20‑day information statement period following approval that occurred on 10/31/2025, representing 454,550 underlying common shares. The reported price of the derivative security was $5.5.