PEDEVCO CORP SEC Filings

PEDEVCO Corp. completed the automatic conversion of its Series A preferred stock into common stock, triggering a change of control and major governance changes. On February 27, 2026, 106,500,000 merger conversion shares and 63,636,370 PIPE conversion shares of common stock were issued, bringing total shares outstanding to 266,016,298.

Following these issuances, investor Edward Geiser, through Juniper-affiliated entities, controls 137,231,404 shares, or approximately 51.6% of the voting power, while former controlling shareholder Simon Kukes now holds 33.1%. A new Second Amended and Restated Certificate of Formation increased authorized common shares to 300,000,000, added supermajority voting for key charter changes, and formally waives certain corporate opportunities in favor of Juniper- and Kukes-affiliated groups.

The board was reconstituted under a Shareholder Agreement giving the Juniper shareholder up to three board nominees and committee leadership roles based on ownership levels. PEDEVCO also increased shares available under its 2021 Equity Incentive Plan to 18,000,000 and granted 197,482 restricted shares to new director Edward Geiser.

PEDEVCO Corp. received an amended Schedule 13D/A from Juniper-affiliated funds and Edward Geiser updating their ownership and governance arrangements. The reporting group now beneficially owns 137,231,404 shares of common stock, or 51.59% of the class, based on 266,016,298 shares outstanding as of February 27, 2026.

The filing details automatic conversion of preferred stock into common stock on the Automatic Conversion Date and additional shares assigned for board service, including 196,359 shares from Josh Schmidt and 197,482 shares from Edward Geiser. A Shareholder Agreement grants Juniper the right to nominate up to three directors depending on ownership levels, ensures Juniper representation and chair roles on key board committees, and restricts changes to board size without Juniper consent. The Merger Agreement also contemplates a Second Amended and Restated Charter and a reverse stock split at a ratio between one-for-ten and one-for-twenty, to be implemented after the Automatic Conversion Date.

Juniper Capital III GP, L.P., a 10% owner of PEDEVCO CORP, reported an automatic conversion of 6,279,371 shares of Series A Convertible Preferred Stock into 62,793,710 shares of common stock at a 10‑for‑1 ratio on February 27, 2026.

The filing shows these shares were issued to affiliates of North Peak and Century Oil & Gas, including Juniper Capital III PED Holdings II, LLC, with Juniper Capital III GP, L.P. having indirect voting and dispositive power. After related adjustments, including 154,600 shares issued directly to third parties and a director stock grant partly transferred to the affiliate, indirect common stock holdings reported were 62,819,396 shares, including restricted shares that vest in four equal installments over the 3, 6, 9 and 12‑month anniversaries of February 27, 2026, subject to continued board service.

Juniper Capital II GP, L.P., a 10% owner of PEDEVCO CORP, reported several structured equity transactions. On February 27, 2026, its indirectly held Series A Convertible Preferred Stock automatically converted into 37,658,222 shares of common stock at a 10‑for‑1 ratio, pursuant to preset terms.

On the same date, 3,235,117 common shares previously beneficially owned on behalf of third parties were issued directly to those third parties under a pre‑existing agreement. Separately, an affiliate received 49,679 restricted common shares for board services, vesting in four equal installments over the 3, 6, 9 and 12‑month anniversaries of February 27, 2026, subject to continued board service and potential forfeiture.

PEDEVCO CORP reported a Form 4 for Juniper Capital IV GP, L.P., reflecting an automatic conversion of preferred stock held through affiliated entities into common shares. On the Automatic Conversion Date of February 27, 2026, 3,372,728 shares of Series A Convertible Preferred Stock converted into 33,727,280 shares of common stock on a 10-for-1 basis.

Before conversion, the preferred shares were held by North Peak Oil & Gas Holdings, LLC and Century Oil and Gas Holdings, LLC, and the resulting common stock was issued to affiliates including J PED, LLC. Juniper Capital IV GP, L.P. may be deemed to have voting and dispositive power through its interest in Juniper Capital IV, L.P., but disclaims beneficial ownership except to the extent of its pecuniary interest.

The filing also reports an additional 48,675 shares of restricted common stock issued under the 2021 Equity Incentive Plan in connection with Board service. These shares are subject to forfeiture and vest in four equal 25% installments on the three, six, nine, and twelve‑month anniversaries of February 27, 2026, contingent on continued Board service.

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.

PEDEVCO Corp. is implementing a 1-for-20 reverse stock split of its common stock, effective at 12:01 a.m. EDT on March 13, 2026, with trading on a split-adjusted basis beginning that day. The move will reduce outstanding common shares from approximately 266.0 million to about 13.3 million.

The company states the primary goal is to streamline its capital structure after a recent transformative merger, increase the per-share trading price, and improve clarity of per-share metrics, which it believes may help appeal to more institutional investors. All outstanding options and other equity-linked securities, as well as equity incentive plan share pools, will be proportionally adjusted, while par value and authorized share counts will remain unchanged. Stockholders entitled to fractional shares will receive cash instead of fractional share certificates based on the closing price immediately before the effective time.

PEDEVCO Corp. reported year-end 2025 proved reserves of approximately 32.1 million barrels of oil equivalent, with a PV-10 value of $357.7 million based on SEC pricing. These reserves reflect the company’s full post-merger asset base in Wyoming, Colorado and New Mexico.

Total proved reserves include 22.99 million barrels of oil, 28.78 billion cubic feet of natural gas and 4.34 million barrels of NGLs. About 16.38 MMBoe are proved developed and 15.74 MMBoe are proved undeveloped, supported by 71 planned horizontal drilling locations across the Niobrara, Codell and San Andres formations.

Pedevco Corp director John K. Howie reported receiving additional company shares as compensation. On February 5, 2026, he acquired 21,499 shares of common stock at $0.5814 per share, taken in lieu of cash fees for his board service under Pedevco’s 2021 Equity Incentive Plan.

Following this grant, Howie directly holds 191,499 Pedevco common shares. The transaction reflects equity-based director compensation rather than an open‑market purchase or sale.