PEDEVCO Corp. Announces Major Corporate Actions, Shareholder Changes, and Charter Amendments

Key Points Investors Must Know

• Automatic Conversion of Preferred Stock: On February 27, 2026, PEDEVCO Corp. executed an automatic conversion of all Series A Preferred Stock into common shares at a 10-to-1 ratio. This was triggered by the expiration of a 21-day period following the mailing of a shareholder Information Statement, as required by SEC regulations. The conversion resulted in the issuance of 136,837,563 new common shares, dramatically increasing the total outstanding shares.
• PIPE Financing and Share Issuance: Concurrent with the merger, PIPE Investors purchased 6,363,637 Series A Preferred Shares at \$5.50 per share, representing a significant capital injection. Major participants included the SGK 2018 Revocable Trust (\$15.4 million), American Resources, Inc., and other PEDEVCO insiders.
• Change in Control: Following the automatic conversion, control of PEDEVCO shifted from Dr. Simon Kukes (who previously held 62.6% of common stock) to Mr. Edward Geiser, who is the sole owner of the entities controlling Century Oil & Gas Holdings and North Peak Oil & Gas Holdings. Mr. Geiser now exercises appointment rights under a new Shareholder Agreement.
• Board Reconstitution: The Board is now composed of six directors:
  • Three nominated by Juniper Shareholder (including at least one independent director: Edward Geiser, Josh Schmidt, Martin Willsher)
  • Two nominated by the Governance Committee (including one independent: J. Douglas Schick, John K. Howie)
  • One independent director mutually agreed by Juniper and Governance Committee (Kristel Franklin)
• Shareholder Agreement: Juniper Shareholder is entitled to nominate directors based on its beneficial ownership. At 50% or more ownership, it nominates three directors; at 35–50%, two directors; at 20–35%, one director. Juniper directors hold key committee positions except on the audit committee.
• Amendments to Charter: On February 27, 2026, PEDEVCO filed a Second Amended and Restated Certificate of Formation, which includes:
  • Increase in authorized common shares from 200 million to 300 million
  • Removal of references to prior reverse stock splits
  • Updated director appointment process tied to the Shareholder Agreement
  • Insertion of new Articles IX and X explicitly allowing Juniper and Dr. Kukes to pursue competing or overlapping business ventures, and waiving PEDEVCO’s participation rights in such opportunities unless they come solely from director roles or information rights
  • Supermajority (66 2/3%) shareholder vote required to alter certain charter provisions, including those waiving corporate opportunities
  • Lowered shareholder vote threshold for fundamental business actions to a simple majority unless otherwise required by law
  • Removal of Series A Preferred Stock designation, as all were converted to common stock
• Equity Incentive Plan Expansion: The PEDEVCO 2021 Equity Incentive Plan was amended to increase share availability for awards from 13 million to 18 million shares, effective as of Automatic Conversion Date.
• Restricted Stock Award: Edward Geiser was granted 197,482 restricted shares under the 2021 Plan, vesting in four equal tranches over one year.
• Outstanding Shares Update: After all conversions and awards, PEDEVCO has 266,013,527 common shares issued and outstanding.

Material Shareholder Impacts & Price-Sensitive Information

• Massive Dilution: The conversion of Series A Preferred Stock and the PIPE investment led to a substantial increase in the number of outstanding shares, diluting existing shareholders.
• Change of Control: The new controlling shareholder is Juniper/Century/North Peak, led by Edward Geiser, replacing the prior majority held by Dr. Kukes. This may signal new strategic direction and governance for PEDEVCO.
• Board Restructuring: New board composition and appointment rights, particularly Juniper’s ability to nominate directors and control key committees, could materially affect future management decisions and company strategy.
• Charter Amendments Waiving Corporate Opportunities: The explicit waiver of PEDEVCO’s rights to participate in certain business opportunities pursued by Juniper or Dr. Kukes and their affiliates may affect future growth prospects and investor expectations. Potential conflicts of interest are permitted, subject to certain exceptions.
• Increase in Authorized Shares: The increase to 300 million authorized shares may facilitate further equity financing, acquisitions, or employee awards, but also raises dilution risk.
• Expansion of Equity Incentive Plan: More shares available for employee/incentive awards, possibly increasing dilution but aligning management interests with shareholders.
• Elimination of Preferred Stock: All Series A Preferred Stock has been converted and is no longer outstanding or designated. Only common stock remains.
• Potential for Future Change in Control: The company has no knowledge of arrangements that could further change control, but this remains a risk factor.

Conclusion

The corporate actions taken by PEDEVCO Corp. represent a major restructuring in share capital, governance, and charter provisions. The conversion of preferred shares, influx of PIPE capital, and change in control to Juniper/Century/North Peak have reshaped the company’s ownership and future direction. The amendments to the charter explicitly permit PEDEVCO’s new controlling shareholders to pursue competing business opportunities and reduce PEDEVCO’s rights to those opportunities, which is a significant change in corporate policy. These moves are likely to affect share value due to dilution, changes in strategic direction, and new governance structures. Investors should closely monitor future disclosures and board actions, as these changes could impact PEDEVCO’s growth, risk profile, and market valuation.

Disclaimer: This article is based on the public SEC filing and is intended for informational purposes only. It does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions.

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