Form 4: PEDEVCO Executive VP Receives Significant Equity Grant

PEDEVCO Corp's Executive VP, Clark Moore, was granted 500,000 restricted common shares and 4,546 Series A Convertible Preferred Stock following a merger.

Summary

• Clark Moore, Executive VP of PEDEVCO CORP, was granted 500,000 shares of restricted common stock and 4,546 shares of Series A Convertible Preferred Stock.
• The grants were made by the Board of Directors on October 29, 2025, contingent upon the closing of a merger agreement dated October 31, 2025, which closed on October 31, 2025.
• The restricted common stock vests in three equal annual installments on the one, two, and three-year anniversaries of the closing date, subject to continued service.
• The Series A Convertible Preferred Stock automatically converts into common stock at a 10-for-1 ratio on the Automatic Conversion Date, which occurred on October 31, 2025.
• The preferred stock is not convertible until 20 calendar days after the distribution of an information statement to shareholders, which occurred on October 31, 2025.
• Moore now directly owns 1,580,334 common shares and indirectly owns 2,867 common shares through a minor child.
• Moore directly owns 4,546 Series A Convertible Preferred Stock.

Sentiment

Score: 7

Explanation: The grant of significant equity to a key executive following a merger is generally positive as it aligns management's interests with long-term shareholder value and incentivizes retention. However, the value is contingent on future stock performance and continued service.

Positives

• Significant equity grant to Executive VP Clark Moore, aligning his interests with long-term shareholder value.
• The grant is tied to the successful closing of a merger, indicating a strategic incentive for executive performance.
• Vesting schedule for restricted stock encourages long-term retention and performance.

Negatives

• No direct negatives are apparent from the filing itself, as it reports an equity grant.

Risks

• Restricted common stock is subject to forfeiture if service conditions are not met.
• The value of the granted common stock and preferred stock is subject to market fluctuations.

Future Outlook

The restricted common stock will vest in three annual installments over the next three years, contingent on Clark Moore's continued service. The Series A Convertible Preferred Stock will automatically convert into common stock after a 20-calendar-day period following the information statement distribution.

Management Comments

• Granted by the Board of Directors of the Issuer on October 29, 2025, contingent upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger dated October 31, 2025.
• 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.
• Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as the Executive Vice President, General Counsel and Secretary of the Issuer.

Industry Context

Equity grants to executives are a standard practice in corporate compensation, particularly following significant corporate events like mergers, to incentivize retention and align management interests with shareholder value creation. This filing reflects a common mechanism for executive compensation and retention post-M&A.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The equity grant of 500,000 restricted common shares and 4,546 Series A Convertible Preferred Stock to Clark Moore, an Executive VP, constitutes a transaction with a related party.

Stakeholder Impact

• Shareholders: Potential positive impact due to increased alignment of executive incentives with long-term company performance and value creation.
• Employees (Clark Moore): Direct benefit through significant equity compensation, subject to vesting and performance.

Next Steps

• Vesting of 1/3 of restricted common stock on the one-year anniversary of the Closing Date (October 31, 2026).
• Vesting of 1/3 of restricted common stock on the two-year anniversary of the Closing Date (October 31, 2027).
• Vesting of 1/3 of restricted common stock on the three-year anniversary of the Closing Date (October 31, 2028).
• Automatic conversion of Series A Convertible Preferred Stock into common stock after the 20-calendar-day period following the information statement distribution (which occurred on October 31, 2025).

Key Dates

Keywords

PEDEVCO CORP, PED, Form 4, insider transaction, equity grant, restricted stock, preferred stock, executive compensation, Clark Moore, merger, corporate governance