Form 4: PEDEVCO CEO Schick Boosts Stake with 2M Shares

PEDEVCO Corp's President and CEO, John Douglas Schick, acquired 2 million shares of common stock and 45,455 shares of Series A Convertible Preferred Stock as compensation following a merger.

Summary

• John Douglas Schick, President and CEO of PEDEVCO Corp, acquired 2,000,000 shares of common stock and 45,455 shares of Series A Convertible Preferred Stock on October 31, 2025.
• The 2,000,000 common shares were issued for services rendered as President and CEO.
• 1,000,000 of the common shares vest in three equal annual installments on the one, two, and three-year anniversaries of the October 31, 2025 closing date, contingent on continued service.
• An additional 1,000,000 common shares are performance-based, vesting if the company's common stock maintains a 30-day average closing price of at least $0.90 within four years after the closing date.
• The Series A Convertible Preferred Stock has no expiration date and automatically converts into common stock at a 10-for-1 ratio (totaling 454,550 common shares) on the Automatic Conversion Date, which is 20 calendar days after the distribution of an information statement (occurred October 31, 2025) disclosing stockholder approval.
• Following these transactions, Mr. Schick directly beneficially owns 3,577,133 shares of common stock and indirectly beneficially owns 45,455 shares of Series A Convertible Preferred Stock through American Resources, Inc., where he serves as CEO and partial owner.

Sentiment

Score: 7

Explanation: The significant equity grants to the President and CEO, including performance-based vesting tied to stock price, indicate strong management alignment and confidence in future growth, which is generally positive for investor sentiment.

Positives

• Significant equity grants to the President and CEO demonstrate strong management alignment with shareholder interests.
• A portion of the common stock grant (1,000,000 shares) is performance-based, tied to achieving a stock price target of $0.90, incentivizing value creation.
• The grants are compensation for services, indicating continued commitment from key management.

Negatives

• No explicit negative information was presented in this filing, which primarily details insider compensation.

Risks

• 1,000,000 shares of common stock will be forfeited if the Issuer's common stock does not maintain a 30-day average closing price of at least $0.90 within four years after the October 31, 2025 closing date.
• All granted shares are subject to forfeiture if the Reporting Person's continued service to the company is not maintained on the respective vesting dates.

Future Outlook

The vesting schedules for the common stock grants extend over one, two, and three-year anniversaries of the October 31, 2025 closing date, contingent on continued service. An additional 1,000,000 shares are tied to achieving a 30-day average closing price of at least $0.90 within four years after the closing date, indicating a long-term performance incentive.

Industry Context

This filing details insider compensation following a significant corporate event, specifically a merger involving North Peak Oil Gas, LLC and Century Oil and Gas Sub-Holdings, LLC. While the filing itself focuses on individual compensation, the underlying merger suggests strategic activity within the oil and gas sector, potentially aimed at consolidation or expansion.

Comparison to Industry Standards

• Not applicable for an insider transaction report.

Corporate Governance

Related Party Transactions

• John Douglas Schick indirectly beneficially owns 45,455 shares of Series A Convertible Preferred Stock through American Resources, Inc., an entity where he serves as Chief Executive Officer and is a partial owner.

Stakeholder Impact

• Shareholders: Potential positive impact due to increased management alignment and performance incentives tied to stock price.
• Employees (specifically John Douglas Schick): Direct impact through significant equity compensation for services and future performance.

Next Steps

• Vesting of 1,000,000 common shares on the one, two, and three-year anniversaries of October 31, 2025.
• Potential vesting of up to 1,000,000 common shares if the $0.90 price trigger is met within four years after October 31, 2025.
• Automatic conversion of Series A Convertible Preferred Stock into common stock on the Automatic Conversion Date (20 calendar days after October 31, 2025).

Key Dates

Recommendation

The significant equity grants to the President and CEO, including performance-based vesting tied to stock price, demonstrate strong management alignment and confidence in future growth. However, without broader financial performance data or a comprehensive business update, a 'hold' recommendation is prudent, acknowledging the positive insider activity while awaiting further operational results and market context.

Keywords

PEDEVCO, PED, John Douglas Schick, Form 4, insider transaction, beneficial ownership, restricted stock, preferred stock, equity incentive plan, merger, compensation