Pedevco SEC Filings

PEDEVCO Corp. has completed mergers with North Peak Oil & Gas and Century Oil and Gas Sub-Holdings and expects to issue approximately 170,136,370 shares of common stock upon automatic conversion of newly created Series A Convertible Preferred Stock. The mergers delivered 10,650,000 preferred shares to Juniper-affiliated sellers, convertible into 106,500,000 common shares, and a concurrent PIPE financing added 6,363,637 preferred shares, convertible into 63,636,370 common shares, for $35.0 million of net proceeds used to repay acquired-company liabilities and transaction costs.

An amended and restated credit facility provides a $120 million borrowing base, under which PEDEVCO borrowed $87 million at closing. Following the automatic conversion, pre-transaction PEDEVCO holders are expected to own about 14.0% of the common stock, with Dr. Simon Kukes and Juniper affiliates expected to own roughly 33.1% and 52.8%, respectively. Majority shareholders holding about 70.5% of the vote approved the mergers, charter changes, reverse stock split authority, and an equity plan share increase by written consent, so no shareholder meeting or proxy is being solicited.

PEDEVCO Corp. filed an Amendment No. 2 to a prior current report related to its acquisition of North Peak Oil & Gas and Century Oil and Gas Sub-Holdings. The company previously closed these mergers and raised 6,363,637 shares of Series A Preferred Stock at $5.50 per share for total proceeds of $35,000,004. North Peak owns substantial oil-weighted producing assets and leasehold interests, including approximately 281,000 net acres in the Northern DJ and Powder River Basins.

This amendment does not change the terms of the mergers or the financial results. Instead, it repackages North Peak’s audited and unaudited financial statements as searchable text and HTML tables to comply with SEC technical rules and adds an updated consent from Whitley Penn LLP so its audit report can be incorporated by reference into PEDEVCO’s existing registration statements. The pro forma financial information showing the combined company’s illustrative results is incorporated by reference and remains unchanged.

PEDEVCO Corp. reported that it borrowed an additional $6 million on January 8, 2026 under its Amended and Restated Credit Agreement, which has an initial borrowing base and aggregate elected commitments of $120 million and a maximum revolving credit amount of $250 million. The company had previously borrowed $87 million in connection with mergers completed on October 31, 2025. The new borrowing is expected to fund PEDEVCO’s participation in certain non‑operated well operations and other company payables.

The Series A Convertible Preferred Stock carries a right to approve indebtedness over $500,000, other than in the ordinary course. On January 6, 2026, North Peak Oil & Gas Holdings, LLC and Century Oil and Gas Holdings, LLC, which together hold a majority of the 17,013,637 outstanding Series A Convertible Preferred shares issued on October 31, 2025, approved this additional borrowing by written consent.

PEDEVCO Corp. filed an amendment to a prior current report to include detailed historical and pro forma financial information related to its completed acquisition of North Peak Oil & Gas and Century Oil and Gas Sub-Holdings. The filing notes that, at the merger closing, investors purchased an aggregate of 6,363,637 shares of PEDEVCO Series A Preferred Stock at $5.50 per share, totaling $35,000,004. North Peak owns substantial oil-weighted producing assets and approximately 281,000 net acres in the Northern DJ and Powder River Basins. The amendment adds North Peak’s audited and unaudited financial statements and unaudited pro forma combined financials showing how the merger would have affected PEDEVCO’s results over recent periods.

PEDEVCO Corp. (PED) reported an insider equity award linked to board service. A designated director, Joshua Schmidt, received 48,398 shares of restricted common stock on 11/13/2025, which were transferred to J PED, LLC, an entity indirectly controlled by the reporting person. The filing lists this as an indirect holding of 48,398 common shares at a stated price of $0 for the grant.

The restricted shares were issued under PEDEVCO’s 2021 Equity Incentive Plan as consideration for services as a member of the board of directors. The grant is subject to forfeiture and vests in four equal installments of 25% on the three, six, nine, and twelve month anniversaries of October 31, 2025, contingent on Mr. Schmidt’s continued service and the terms of a restricted shares grant agreement.

Pedevco Corp. (PED) reported the initial holdings of a reporting person who is a director of the company as of 10/31/2025. The filing shows indirect beneficial ownership of Series A Convertible Preferred Stock that is convertible into 33,727,280 shares of common stock. This preferred stock automatically converts into common stock on a 10-for-1 basis after a twenty-day period following distribution of an information statement to shareholders, which occurred on October 31, 2025. The securities are held of record by J PED, LLC, and the reporting person may be deemed to have voting and dispositive power through interests in Juniper Capital IV, L.P., while disclaiming beneficial ownership beyond any pecuniary interest.

PEDEVCO Corp (PED) executive Clark R. Moore reported a sale of company stock. On 11/24/2025, the Executive Vice President sold 58,333 shares of PEDEVCO common stock at a weighted average price of $0.4558 per share in an open market transaction coded as a sale.

After this transaction, Moore beneficially owns 1,522,001 PEDEVCO common shares directly, plus 2,867 shares indirectly through a minor child. The filing notes the shares were sold under a pre-arranged Rule 10b5-1 trading plan to cover tax liabilities related to the November 23, 2025 vesting of restricted stock granted under the company’s 2021 Equity Incentive Plan.

PEDEVCO Corp (PED) President and CEO, who is also a director, reported a sale of company stock in a Form 4 filing. On 11/24/2025, the reporting person sold 66,666 shares of PEDEVCO common stock at a weighted average price of $0.456 per share in an open-market transaction. After this sale, the reporting person beneficially owns 3,510,467 shares of PEDEVCO common stock directly.

The filing explains that the shares were sold under a pre-established Rule 10b5-1 trading plan and were intended to cover tax liabilities arising from the November 23, 2025 vesting of restricted stock granted under the company’s 2021 Equity Incentive Plan. The sale was executed in multiple trades at prices ranging from $0.4457 to $0.5115 per share, with the reported price reflecting the weighted average.

PEDEVCO Corp (PED) reported an insider stock sale by its Chief Commercial Officer. On 11/24/2025, the officer sold 34,314 shares of common stock at a weighted average price of $0.4561 per share, in multiple trades between $0.4457 and $0.5115. After this transaction, the officer beneficially owned 629,804 shares directly.

The shares were sold under a pre-arranged Rule 10b5-1 trading plan that had been adopted earlier. The filing explains that the sale was made to cover tax liabilities arising from the November 23, 2025 vesting of restricted stock granted under PEDEVCO's 2021 Equity Incentive Plan, which the company notes was exempt from short-swing profit rules under Rule 16b-3.