Form 4: PEDEVCO Director Kristel Franklin Receives Equity Grant

PEDEVCO Corp. Director Kristel Franklin was granted 114,543 shares of restricted common stock as compensation for her board services.

Summary

• Kristel Mary Franklin, a Director of PEDEVCO CORP (PED), acquired 114,543 shares of Common Stock on November 13, 2025.
• The shares are Restricted Common Stock, issued at a price of $0, in consideration for services rendered and agreed to be rendered as a member of the Board of Directors.
• The grant was made pursuant to the Issuer's 2021 Equity Incentive Plan and is subject to forfeiture.
• The shares will vest in four equal installments of 25% on the three, six, nine, and twelve-month anniversaries of October 31, 2025.
• Vesting is contingent upon Ms. Franklin's continued service to the company on each vesting date, as per a Restricted Shares Grant Agreement.
• Following this transaction, Ms. Franklin beneficially owns 114,543 shares of Common Stock directly.

Sentiment

Score: 6

Explanation: The filing reports a routine equity grant to a director, which is a positive for aligning interests but does not provide new information on company performance or strategy. The sentiment is mildly positive due to the alignment of interests.

Positives

• The equity grant aligns the interests of Director Kristel Franklin with those of the shareholders, as her compensation is tied to the company's stock performance.
• The issuance of shares under an existing 2021 Equity Incentive Plan indicates a structured approach to executive and director compensation.

Risks

• The granted shares are Restricted Common Stock and are subject to forfeiture if the reporting person's service to the company ceases before the vesting dates.
• The value of the compensation is dependent on the future market price of PEDEVCO Corp.'s common stock, introducing market risk for the recipient.

Future Outlook

The vesting schedule for the restricted stock grant extends over the next year, indicating an expectation of continued service from Director Kristel Franklin through October 31, 2026.

Management Comments

• 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 were issued to the Reporting Person in consideration for services rendered and agreed to be rendered as a member of the Board of Directors of the Issuer.

Industry Context

Equity grants to directors are a common practice across industries, serving as a form of compensation that aligns the interests of board members with those of shareholders by tying a portion of their remuneration to the company's stock performance.

Comparison to Industry Standards

• The use of restricted stock as director compensation is a standard practice, comparable to compensation structures seen in many publicly traded companies, particularly those utilizing equity incentive plans to attract and retain talent.
• The vesting schedule, spread over one year, is also a common approach to encourage long-term commitment and performance from board members.

Corporate Governance

Related Party Transactions

• The issuance of 114,543 shares of restricted common stock to Kristel Mary Franklin, a Director of PEDEVCO Corp., constitutes a related party transaction as it involves compensation to a member of the company's board.

Stakeholder Impact

• Shareholders: The equity grant aims to align the director's long-term interests with shareholder value, potentially leading to more focused decision-making.
• Employees: While not directly impacting employees, the use of an equity incentive plan for directors may reflect a broader compensation philosophy within the company.

Next Steps

• The granted shares will vest in four quarterly installments, contingent on Kristel Franklin's continued service to PEDEVCO Corp.

Key Dates

Recommendation

This Form 4 reports a routine equity grant to a director as part of their compensation. While it aligns the director's interests with shareholders, it does not provide new information that would fundamentally alter the investment thesis for PEDEVCO Corp. Therefore, a 'hold' recommendation is appropriate based solely on this filing.

Keywords

PEDEVCO, PED, Form 4, insider transaction, equity grant, director compensation, restricted stock, corporate governance