SCHEDULE 13D: PEDEVCO Executive Chairman Dr. Simon G. Kukes Increases Stake to 65.4% Through Restricted Stock Grant

Dr. Simon G. Kukes, Executive Chairman of PEDEVCO Corp., has significantly increased his beneficial ownership in the company to 65.4% following the grant of 350,000 restricted common shares as part of his 2024 annual compensation.

Summary

• This filing is Amendment No. 12 to the Schedule 13D originally filed on July 10, 2018, and is being filed to reflect the acquisition of additional shares by Dr. Simon G. Kukes.
• Dr. Simon G. Kukes, Executive Chairman of PEDEVCO Corp., and The SGK 2018 Revocable Trust are the reporting persons.
• As of January 23, 2025, there are 91,339,385 shares of common stock issued and outstanding.
• The SGK 2018 Revocable Trust beneficially owns 51,791,325 shares, representing 56.7% of the common stock.
• Dr. Simon G. Kukes beneficially owns an aggregate of 59,741,275 shares, representing 65.4% of the common stock.
• Dr. Kukes' beneficial ownership includes 3,000 shares held by his spouse and options to purchase 25,000 shares held by his spouse, with exercise prices ranging from $1.17 to $1.68 per share.
• On January 23, 2025, Dr. Kukes was granted 350,000 shares of restricted common stock as part of his 2024 annual compensation review, approved by the Compensation Committee and Board of Directors.
• These restricted shares vest in three equal tranches: 1/3 on the 10-month anniversary, 1/3 on the 22-month anniversary, and 1/3 on the 34-month anniversary of the January 23, 2025 grant date, subject to continued service.
• The shares were issued under the Company's 2021 Equity Incentive Plan in consideration for services rendered and to be rendered.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the significant increase in insider ownership by the Executive Chairman, indicating strong confidence and alignment of interests with shareholders. The compensation grant is a routine but positive sign of continued commitment.

Positives

• Increased insider ownership by Executive Chairman Dr. Simon G. Kukes, aligning management interests with shareholders.
• The grant of restricted stock as compensation demonstrates continued commitment of key management personnel to the company's long-term success.
• The compensation was approved by the Compensation Committee and Board of Directors, indicating adherence to corporate governance procedures.

Risks

• The Reporting Persons may purchase additional securities or dispose of existing holdings in the future, which could impact share price.
• Future market and economic conditions affecting the Company could influence investment decisions by the Reporting Persons.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and may purchase additional securities or dispose of some or all of their current holdings in the future, depending on market conditions. Dr. Kukes specifically plans to purchase additional shares in open market transactions during open trading windows when he believes they represent attractive investment opportunities. Dr. Kukes and/or his wife may also acquire additional shares under various employee benefit and compensation arrangements.

Management Comments

• "The Reporting Persons acquired the securities for investment purposes."
• "Dr. Kukes currently plans to purchase additional shares of common stock of the Company in open market transactions, from time to time, during open trading windows, when he believes the acquisitions represent attractive investment opportunities at then prices."
• "Dr. Kukes and/or his wife may also acquire additional shares of common stock under various employee benefit and compensation arrangements with the Company in the future."

Industry Context

This filing primarily details changes in insider ownership and executive compensation, which are internal corporate matters. It does not provide broader industry trends or competitive analysis. The increased stake by the Executive Chairman could be viewed positively within the industry as a sign of strong insider confidence.

Corporate Governance

Related Party Transactions

• The issuance of 350,000 shares of restricted common stock to Dr. Simon G. Kukes, the Executive Chairman of the Company, as part of his annual compensation review, constitutes a related party transaction.

Stakeholder Impact

• **Shareholders:** The increased beneficial ownership by the Executive Chairman may be viewed positively, signaling strong insider confidence and alignment of management's interests with shareholder value. The vesting schedule ties executive compensation to long-term service.
• **Employees:** While not directly impacted by this specific filing, the compensation structure for the Executive Chairman may set a precedent or reflect the company's overall approach to executive incentives.

Next Steps

• Dr. Simon G. Kukes may purchase additional shares of common stock in open market transactions during open trading windows.
• Dr. Kukes and/or his spouse may acquire additional shares under future employee benefit and compensation arrangements.
• The restricted shares granted to Dr. Kukes will vest in three tranches over the next 34 months, subject to his continued service.

Key Dates

Keywords

PEDEVCO CORP, Schedule 13D, Insider Ownership, Simon G. Kukes, Restricted Stock, Executive Compensation, Beneficial Ownership, Equity Incentive Plan, SEC Filing, Corporate Governance