What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-18 · 150 added, 111 removed, 769 unchanged (25% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (“ CEO ”) and Chief Accounting Officer (“ CAO ”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2023, the end of the period covered by this Annual Report.

Under the supervision and with the participation of our management, including our Chief Executive Officer (“ CEO ”)(J.

Douglas Schick) and Chief Accounting Officer (“ CAO ”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2024, the end of the period covered by this Annual Report.

Based on this evaluation, our CEO and CAO concluded as of December 31, 2024, that our disclosure controls and procedures were not designed at a reasonable assurance level and were not effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control— Integrated Framework (2013).

We previously had identified a material weakness in our internal control over financial reporting relating to the completeness and accuracy of the Company’s oil, NGL and natural gas sales revenue accrual, which weakness existed during, and was reported in, our Quarterly Report on Form 10-Q for the period ended June 30, 2023.

To remediate this material weakness, changes were subsequently made to the Company’s internal control for validating the Company’s oil, NGL and natural gas revenue accrual process for third-party operated properties.

Specifically, management implements additional controls consisting of validating production detail of source documentation for the new well revenue accruals and has determined that the control is now operating effectively.

In addition, through the course of the Company’s preparation of its year-ended December 31, 2023 financial statements, a material weakness in our internal control over financial reporting was identified which related to the review of our inputs to the depreciation, depletion, and amortization calculations, specifically that we did not have effective controls over the proper inclusion of all developed reserves in our calculation of depreciation, depletion, and amortization of our reserves and the proper exclusion of certain segments of certain wells towards the end of the life in the reserve quantity estimates.

Through the course of the Company’s preparation of its year-ended December 31, 2024 financial statements, a material weakness in our internal control over financial reporting was identified which related to the review of our inputs to the depreciation, depletion, and amortization calculations, specifically that we did not have effective controls over the proper inclusion of all production for the current year in the reserve base for our calculation of depreciation, depletion, and amortization of our reserves.

There was also a material weakness in the preparation of the tax provision.

We have already developed a plan to implement new controls and procedures designed to address the identified material weakness.

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OTHER INFORMATION.

Termination of Sales Agreement.

Effective March 15, 2024, the Company terminated that certain Sales Agreement, dated November 17, 2021, entered into with Roth Capital Partners, LLC, which was entered into in connection with the ATM Offering.

Sales under the Sales Agreement were to be made under the Company’s Form S-3 shelf registration statement, which has now expired, and as such, the Company is not currently eligible to sell any additional securities under the Sales Agreement, and has, accordingly, terminated the Sales Agreement.

No termination penalties were incurred by the Company.

Rule 10b5-1 Trading Plans .

(b) Rule 10b5-1 Trading Plans.

During the quarter ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Directors are elected for a period of one year and thereafter serve until the next annual meeting at which their successors are duly elected by the shareholders or until such director’s resignation or removal.

Chairman of the Board

Chief Executive Officer and Director

Executive Chairman of the Company's Board of Directors (1)

Douglas Schick

President and Chief Executive Officer and Director (2)

Paul Pinkston

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Executive Vice President, General Counsel and Secretary

Chief Commercial Officer (3)

Douglas Evans

Appointed Executive Chairman effective January 1, 2025;

previously Chief Executive Officer through December 31, 2024.

Has served as a member of the Board of Directors since July 2018.

Appointed as President, Chief Executive Officer and Director effective January 1, 2025;

previously solely President through December 31, 2024.

Has served as a member of the Board of Directors since January 2025.

Appointed Chief Commercial Officer effective January 1, 2025.

Previously Chairman of the Board through December 31, 2025.

Has served as a member of the Board of Directors since July 2018.

Has served as a member of the Board of Directors since September 2018.

There is no arrangement or understanding between our directors and executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current Board of Directors (the “ Board ”).

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There are no family relationships among any of the directors or executive officers.

Scelfo, Chairman of the Board ( Director since July 2018 )

Scelfo brings over 40 years of experience in oil and gas management, finance and accounting to the PEDEVCO Board.

Scelfo currently serves as principal and owner of JJS Capital Group, a Fort Lauderdale, Florida-based family investment company that he formed in April 2014.

Prior to forming JJS Capital, Mr.

Scelfo was Senior Vice President, Finance and Corporate Development (from February 2004 to March 2014), and Chief Financial Officer, Worldwide Exploration & Producing (from April 2003 to January 2004) of New York, New York-based Hess Corporation, a large integrated oil and gas company, where he served as one of eight members of the company’s Executive Committee and was responsible for the company’s corporate treasury, strategy and upstream commercial activities.

Prior to joining Hess Corporation, Mr.

Scelfo served as Executive Vice President and Chief Financial Officer of publicly listed Sirius Satellite Radio (from April 2001 to March 2003), as Vice President and Chief Financial Officer of Asia Pacific & Japan for Dell Computer (November 1999 to March 2001), and in various roles of increasing responsibility with Mobil Corporation (from June 1980 to October 1999).

Scelfo holds a bachelor’s degree and an M.B.A.

from Cornell University.

In 2011, he was awarded Cornell ILR School’s Alpern Award given to those who “have been exceedingly generous in their support of the ILR School in general and in support of Off-Campus Credit Programs in particular.”

Kukes, Chief Executive Officer and Director (Chief Executive and Director since July 2018)

Kukes, Executive Chairman of the Company's Board of Directors (Director since July 2018 and Executive Chairman since January 2025)

Kukes is a global investor and executive with over 40 years’ experience in the oil industry.

He served as the principal of his personal investment company, SK Energy LLC, from April 2013 until its dissolution in December 2022.

He recently served as the Chief Executive Officer of the Company from July 2018 until January 2025, when he stepped down and assumed the position of Executive Chairman of the Board of the Company.

He also previously served as the principal of his personal investment company, SK Energy LLC, from April 2013 until its dissolution in December 2022.

From January 2005 to April 2013, Dr.

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Kukes has been recognized for many of achievements over his lifetime, including being voted by the Wall Street Journal as one of the Top 10 Central European Executives in 1999, and named by The Financial Times and PricewaterhouseCoopers as one of the 64 most respected business leaders in the world in 2003.

Douglas Schick, President

Douglas Schick, President, Chief Executive Officer and Director (President since August 2018 and Chief Executive Officer and Director since January 2025)

Schick has over twenty-five years of experience in the oil and gas industry.

Prior to joining the Company as President on August 1, 2018, Mr.

Prior to joining the Company as President on August 1, 2018, followed by his appointment as Chief Executive Officer and Director of the Company in January 2025, Mr.

Schick was employed by American Resources, Inc., a Houston, Texas-based privately-held oil and gas investment, development and operating company which he co-founded and continues to serve as Chief Executive Officer (from August 2017 to the present) and formerly as Chief Financial Officer and Vice President of Business Development (from August 2013 to August 2017), provided that Mr.

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Schick holds a BBA in Finance from New Mexico State University and an MBA with a specialization in Finance from Tulane University.

Pinkston, Chief Accounting Officer

Pinkston, Chief Accounting Officer (since December 2018)

Pinkston brings over 20 years of accounting, compliance, and financial reporting expertise to the Company, with extensive experience in handling and managing corporate compliance, financial reporting and audits, and other regulatory functions for companies engaged in the oil and gas industry in the U.S.

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Pinkston is a Certified Public Accountant registered in the State of Texas.

Moore, Executive Vice President, General Counsel and Secretary

Moore, Executive Vice President, General Counsel and Secretary (since July 2012)

Moore has served as the Executive Vice President, General Counsel, and Secretary of Pacific Energy Development since its inception in February 2011, and has served as the Executive Vice President, General Counsel, and Secretary of the Company since its acquisition of Pacific Energy Development in July 2012.

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with Honors from the University of Washington.

Crook, Chief Commercial Officer (since January 2025)

Crook has over twenty-five years of experience in the oil and gas industry.

Prior to his appointment as Chief Commercial Officer of the Company effective January 1, 2025, Mr.

Crook served as a Senior Advisor for Land and Business Development activities for the Company, both as an employee and consultant, since April 2020.

Before his tenure at the Company, in 2015 Mr.

Crook co-founded Tenet Advisory Group LLC, a Houston-based consulting firm that provides engineering, land, regulatory, and business development services to clients in the oil and gas sector, for which Mr.

Crook continues to serve as a principal and provide limited consulting services to, provided that Mr.

Crook’s service to Tenant Advisory Group and its clients requires only a minimal time commitment from Mr.

Crook and does not conflict with his duties and responsibilities to the Company.

Additionally, from 2017 to 2018, Mr.

Crook co-founded and served as principal of Bronze Four Resources, LLC, an Austin, Texas-based contract operating company focused on contract drilling, completion, and production operations in the Anadarko basins.

Prior to establishing Tenet Advisory Group and Bronze Four Resources, Mr.

Crook held various leadership roles at Jones Energy, Ltd., a public oil and gas company in Austin, Texas, from June 2004 to December 2014.

His positions included Land Manager, Senior Vice President of Land, Senior Vice President for the Arkoma Region, and Senior Vice President of Acquisitions & Exploration.

Crook began his career in Enron Corp’s Analyst and Associates Program, where he completed rotations in Risk Management and Global LNG from January 2000 to November 2001.

Crook holds a BBA in Finance & PLM from the University of Oklahoma and an MBA from the University of Texas at Austin.

Scelfo, Director ( Director since July 2018 )

Scelfo brings over 40 years of experience in oil and gas management, finance and accounting to the PEDEVCO Board.

Scelfo currently serves as principal and owner of JJS Capital Group, a Fort Lauderdale, Florida-based family investment company that he formed in April 2014.

Prior to forming JJS Capital, Mr.

Prior to joining Hess Corporation, Mr.

Scelfo holds a bachelor’s degree and an M.B.A.

from Cornell University.

Douglas Evans, Director (Director since September 2018)

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In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of our business and what is in the best interests of our shareholders.

Our current leadership structure is comprised of a separate Chairman of the board of directors and Chief Executive Officer (“ CEO ”).

Scelfo serves as Chairman and Dr.

Kukes serves as CEO.

The board of directors does not have a policy as to whether the Chairman should be an independent director, an affiliated director, or a member of management.

Our board of directors believes that the Company’s current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management (the Company’s CEO, Dr.

Kukes) and the members of our board of directors.

It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to its CEO, while enabling our Chairman to facilitate our board of directors’ oversight of management, promote communication between management and our board of directors, and support our board of directors’ consideration of key governance matters.

Our current leadership structure is comprised of a separate Executive Chairman of the Board of Directors, and Chief Executive Officer (“ CEO ”).

Scelfo formerly served as Chairman of the Company’s Board of Directors until January 1, 2025, upon which date Dr.

Kukes assumed the Executive Chairman position.

Kukes formerly served as Chief Executive Officer of the Company until January 1, 2025, upon which date Mr.

Douglas Schick assumed the Chief Executive Officer position and joined the Board of Directors.

The Board of Directors does not have a policy as to whether the Executive Chairman should be an independent director, an affiliated director, or a member of management.

Our Board of Directors believes that the Company’s current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management (the Company’s President and CEO, Mr.

Schick) and the members of our Board of Directors.

It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to its CEO, while enabling our Executive Chairman to facilitate our Board of Directors’ oversight of management, promote communication between management and our Board of Directors, and support our Board of Directors’ consideration of key governance matters.

The Board of Directors believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

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The Nominating and Corporate Governance Committee recommends the slate of director nominees for election to the Company’s Board, identifies and recommends candidates to fill vacancies occurring between annual stockholder meetings, reviews, evaluates and recommends changes to the Company’s corporate governance guidelines, and establishes the process for conducting the review of the Chief Executive Officer’s performance.

Our Chairman can represent the board in communications with stockholders and other stakeholders but cannot individually (however the full Board can) override our Chief Executive Officer on, any risk matters.

Additionally, our Chairman has not traditionally provided input on design of the Board itself, which instead comes from the full Board.

Our Executive Chairman can represent the board in communications with stockholders and other stakeholders but cannot individually (however the full Board can) override our Chief Executive Officer on, any risk matters.

Additionally, our Executive Chairman has not traditionally provided input on design of the Board itself, which instead comes from the full Board.

While the Board and its committees oversee the Company’s strategy, management is charged with its day-to-day execution.

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Accordingly, over 50% of the members of our Board of Directors are independent as defined in the NYSE American rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

In assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including transactions conducted, between the Company and each director and between the Company and any organization for which one of our directors is a director or executive officer or with which one of our directors is otherwise affiliated.

Furthermore, the Board has determined that each of the members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, is independent within the meaning of NYSE American director independence standards applicable to members of such committees, as currently in effect.

Committees of our Board of Directors

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Nominating and Corporate Governance Committee

Douglas Schick

Douglas Evans

C - Chairman of Committee.

(1) – Chairman of the board of directors.

(1) – Executive Chairman of the Board of Directors.

Each of these committees has the duties described below and operates under a charter that has been approved by our Board of Directors.

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and reviewing and, if appropriate, approving proposed transactions between the Company and “related persons” as defined in Item 404 of SEC Regulation S-K, and developing policies and procedures for the review and approval of such transactions.

During the year ended December 31, 2023, the audit committee held five meetings.

During the year ended December 31, 2024, the audit committee held four meetings.

Compensation Committee

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Scelfo serves as Chair of the compensation committee.

During the year ended December 31, 2023, the compensation committee held two meetings.

During the year ended December 31, 2024, the compensation committee held three meetings.

Compensation Committee Interlocks and Insider Participation

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Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means.

During the year ended December 31, 2023, the nominating and corporate governance committee held one meeting.

During the year ended December 31, 2024, the nominating and corporate governance committee held two meetings.

Website Availability of Documents

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Insider Trading/Anti-Hedging Policies

All employees, officers and directors of, and consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading Policy.

The policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading.

The policy also includes specific anti-hedging provisions.

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons.

The Company also plans to follow procedures for the repurchase of any shares of its securities.

The Company believes that its insider trading policy and planned repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report.

The policy also prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading and includes specific anti-hedging provisions.

To ensure compliance with the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain from the purchase or sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans.

Even during a trading window period, certain identified insiders, which include the named executive officers and directors, must comply with our designated pre-clearance policy prior to trading in our securities.

The anti-hedging provisions prohibit all employees, officers and directors from engaging in “ short sales ” of our securities or from trading in options with maturities less than nine months on our stock.

The anti-hedging provisions prohibit all employees, officers and directors from engaging in “ short sales ” of our securities or from trading in options

Policy on Timing of Award Grants

The Compensation Committee and the Board have not established policies and practices (whether written or otherwise) regarding the timing of option grants, stock appreciation rights and similar awards, or other awards, in relation to the release of material nonpublic information (“ MNPI ”) and do not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers.

The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

Rule 10b5-1 Trading Plans

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The Clawback Policy is effective as of October 2, 2023.

The Company determined that the restatement described in the explanatory note at the beginning of this Annual Report on Form 10-K would not result in the recoupment of any compensation because none of the Company’s prior incentive compensation was based on the achievement of any specific net income or other milestones which were affected by the restatement, and because the restatement resulted in an overall increase in net income in the affected periods.

Accordingly, the restatement did not impact the Company’s executive compensation payments and the Company determined that there were no payments required to be pursued under the Company’s Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation.

Meetings of the Board of Directors and Annual Meeting

During the fiscal year that ended on December 31, 2023, the Board held eight meetings and took various other actions via the unanimous written consent of the board of directors and the various committees described above.

All directors attended all of the board of directors’ meetings and committee meetings relating to the committees on which each director served during fiscal year 2023, except for one Board meeting from which former director Mr.

Siem was absent with notice.

The Company held annual shareholders meetings on June 26, 2014, October 7, 2015, December 28, 2016, December 28, 2017, September 27, 2018, August 28, 2019, August 27, 2020, September 1, 2021, August 25, 2022 and August 31, 2023, at which meetings all directors were present in person, via teleconference or via virtual attendance.

During the fiscal year that ended on December 31, 2024, the Board held ten meetings and took various other actions via the unanimous written consent of the Board of Directors and the various committees described above.

All directors attended all of the Board of Directors’ meetings and committee meetings relating to the committees on which each director served during fiscal year 2024.

The Company held annual shareholders meetings on June 26, 2014, October 7, 2015, December 28, 2016, December 28, 2017, September 27, 2018, August 28, 2019, August 27, 2020, September 1, 2021, August 25, 2022, August 31, 2023, and August 29, 2024, at which meetings all directors were present in person, via teleconference or via virtual attendance.

Each director of the Company is expected to be present at annual meetings of shareholders, absent exigent circumstances that prevent their attendance.

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The following table sets forth the compensation for services paid in all capacities for the two fiscal years ended December 31, 2024 and 2023 to (a) Dr.

Kukes, our Chief Executive Officer and Director, (b) J.

Douglas Schick, our current President, (c) Clark R.

Kukes, our former Chief Executive Officer and Director, (b) J.

Douglas Schick, our President and Chief Executive Officer, (c) Clark R.

Moore, our Executive Vice President, General Counsel and Secretary, and (d) Paul A Pinkston, our Chief Accounting Officer (collectively, the “ Named Executive Officers ”).

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All Other Compensation ($)

Chief Executive Officer

Executive Chairman and Former Chief Executive Officer*

Douglas Schick

President and Chief Executive Officer#

Executive Vice President, General Counsel and Secretary

Chief Accounting Officer

*Chief Executive Officer in 2023 and 2024;

departed from Chief Executive Officer position and assumed Executive Chairman position effective January 1, 2025.

**Annual bonus awards are paid in January each year and are for performance bonuses accrued over the prior calendar year.

#President in 2023 and 2024;

appointed President and Chief Executive Officer effective January 1, 2025.

Summary Compensation Table

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Douglas Schick

Stock award vests on January 19, 2024, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vests 50% on January 25, 2024, and January 25, 2025, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vests 33.3% on January 23, 2024, 33.3% on January 23, 2025, and 33.4% on January 23, 2026, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vested on January 25, 2025, and was subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vests 50% on January 23, 2025 (vested), and January 23, 2026, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vests 33.3% on January 26, 2025 (vested), 33.3% on January 26, 2026, and 33.4% on January 26, 2027, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

There were no unearned shares, units or other rights that have not vested as of December 31, 2024.

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Douglas Evans

Ivar Siem (3)

* The table above does not include the amount of any expense reimbursements paid to the above directors.

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For the year ended December 31, 2024, there was a compensation expense of $64,000 recognized by the Company related to these grants.

Passed away on July 18, 2023.

Effective September 27, 2018, the Board no longer has a formal compensation program;

provided that the Board of Directors and/or the Compensation Committee may authorize compensation (including, but not limited to cash, options and restricted stock) to the members of the Board of Directors from time to time in their discretion.

Additionally, the Board generally grants yearly equity awards in January of each year.

Additionally, the Board generally grants yearly equity awards in August of each year to the non-executive directors.

Agreements with Current Named Executive Officers

Kukes has verbally agreed to receive an annual salary of $1 as his compensation for serving as Chief Executive Officer of the Company and as a member of the Board of Directors and to not charge the Company for any personal business expenses he incurs in connection with such positions.

Notwithstanding the above, Dr.

Kukes waived, and was not paid, any salary for 2023 or 2022.

Notwithstanding the above, Dr.

Kukes may receive bonuses (in any amount) consisting of cash, grants of restricted stock and/or options granted in the Board of Directors’ and/or the Compensation Committee’s sole discretion, from time to time, provided that none are currently contemplated.

Notwithstanding the above, the Board of Directors has historically issued Dr.

Kukes restricted stock consideration on a yearly basis in consideration for services rendered to the Company, which issuances for 2023 and 2022 are described in the table above.

Douglas Schick .

On August 1, 2018, in connection with his appointment as President of the Company, we entered into an offer letter with J.

Douglas Schick (the “ Offer Letter ”).

Douglas Schick, which offer letter was amended effective January 1, 2025 to promote Mr.

Schick to the office President and Chief Executive Officer of the Company (as amended, the “ Offer Letter ”).

Pursuant to the Offer Letter, Mr.

Schick agreed to serve as President of the Company on an at-will basis;

Schick agreed to serve as an executive officer of the Company on an at-will basis;

the Company agreed to pay Mr.

Schick $20,833 per month, but has been increased, effective February 1, 2024, to $25,375 per month;

Schick $20,833 per month, but has been increased, effective February 1, 2024, to $25,375 per month, and again to $29,166.67 per month effective January 1, 2025;

Schick is eligible for an annual bonus in the discretion of the Company totaling up to 40% of his then current salary and may also receive bonuses (in any amount) consisting of cash, grants of restricted stock and/or options granted in the Board of Directors’ and/or the Compensation Committee’s sole discretion, from time to time.

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Pinkston’s salary may be increased from time to time in the discretion of the Board or Compensation Committee, without amending the Offer Letter.

2024 Salary Increases

On January 26, 2024, after recommendation by the Compensation Committee of the Company’s Board of Directors, the Board of Directors of the Company, in connection with the Company’s annual compensation review, approved:

(A) a 5% increase of the annual base salaries for (i) Mr.

Paul Pinkston, the Company’s Chief Accounting Officer, from $160,000 to $168,000, (ii) Mr.

Douglas Schick, the President of the Company, from $290,000 to $304,500, and (iii) Mr.

Moore, the Executive Vice President, General Counsel and Secretary of the Company, from $280,000 to $294,000, all effective February 1, 2024 (none of the increases in salary were documented by written agreements or amendments);

and (B) cash bonuses for (i) Mr.

Jody D Crook.

On December 7, 2024, the Company appointed Jody Crook to the office of Chief Commercial Officer of the Company, effective January 1, 2025.

The Company and Mr.

Crook entered into an Offer Letter, dated December 8, 2024 (the “ Crook Offer Letter ”), which provides for the appointment of Mr.

Crook to the office of Chief Commercial Officer, effective January 1, 2025, at an annual salary of $280,000, with a discretionary annual cash bonus of up to 40% of his then-current salary, a guaranteed cash bonus of $100,000 payable in January 2025, and, subject to Board approval and the Company’s 2021 Plan, the grant of a number of shares of restricted Company Common Stock equal to (x) $250,000 divided by (y) the then-current fair market value of the Company Common Stock as determined under the 2021 Plan, vesting 1/3 per year over three years following the date of grant, subject to Mr.

Crook’s continued employment with the Company.

Crook is also eligible to receive additional bonuses from time to time, in cash or equity, in the discretion of the Board.

The Crook Offer Letter includes customary confidentiality requirements and conflict of interest provisions.

The agreement can be terminated at any time, for any reason, by either party, with thirty days prior written notice.

On January 23, 2025, after recommendation by the Compensation Committee of the Company’s Board of Directors, the Board of Directors of the Company, in connection with the Company’s annual compensation review, approved calendar year 2024 cash bonuses (paid in January 2025) for (i) Mr.

Paul Pinkston, the Company’s Chief Accounting Officer, in the amount of $50,000, (ii) Mr.

Douglas Schick, the President of the Company, in the amount of $120,000, and (iii) Mr.

Moore, the Executive Vice President, General Counsel and Secretary of the Company in the amount of $110,000.

Douglas Schick, the President and CEO of the Company, in the amount of $130,000, (iii) Mr.

Moore, the Executive Vice President, General Counsel and Secretary of the Company, in the amount of $120,000 and (iv) Mr.

Jody Crook, the Chief Commercial Officer of the Company, in the amount of $100,000, which was contingent on Mr.

Crook’s acceptance of the Crook Offer Letter noted above.

Equity Incentive Plans

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The 2021 Equity Incentive Plan provides for awards of incentive stock options, non-statutory stock options, rights to acquire restricted stock, stock appreciation rights, or SARs, and performance units and performance shares.

On June 27, 2024, the Board of Directors adopted an amended and restated 2021 Equity Incentive Plan, to increase by 5,000,000 shares, the number of awards available for issuance under the plan, which was approved by stockholders on August 29, 2024.

Subject to the provisions of the 2021 Equity Incentive Plan relating to adjustments upon changes in our common stock, an aggregate of 13,000,000 shares of common stock were reserved for issuance under the 2021 Equity Incentive Plan.

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Our Board of Directors may submit any other amendment to the 2021 Plan for stockholder approval if it concludes that stockholder approval is otherwise advisable.

As of the date of this Annual Report, options to purchase 1,450,000 shares of common stock and 5,005,000 shares of restricted stock have been issued under the 2021 Plan, with 1,545,000 shares of common stock remaining available for issuance under the 2021 Plan.

As of the date of this Annual Report, options to purchase 1,774,000 shares of common stock and 6,989,118 shares of restricted stock have been issued and are outstanding under the 2021 Plan, with 4,236,882 shares of common stock remaining available for issuance under the 2021 Plan.

The options have a weighted average exercise price of $1.07 per share and have expiration dates ranging from 2027 to 2029.

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As of the date of this Annual Report, options to purchase 310,000 shares of common stock remain outstanding and 6,449,503 shares of restricted stock have been issued under the 2012 Plan.

The options have a weighted average exercise price of $1.51 per share and have expiration dates ranging from 2025 to 2026.

The options have a weighted average exercise price of $1.39 per share and have expiration date on January 19, 2026.

The Company cannot grant any additional awards under the 2012 Plan pursuant to its terms since more than 10 years have passed since its original adoption.

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Kukes, 133,334 of which vest on January 25, 2025, 133,333 of which vest on January 23, 2025 and 133,334 of which vest on January 23, 2026, 183,333 of which vest on each of January 26, 2025 and January 26, 2026, and 183,334 of which vest on January 26, 2027, provided that Dr.

Kukes, 133,334 of which vest on January 23, 2026, 183,333 of which vest on January 26, 2026, 183,334 of which vest on January 26, 2027, 116,666 of which vest on November 23, 2025, and 116,667 of which vest on each of November 23, 2026 and November 23, 2027, provided that Dr.

Kukes remains employed by us, or is a consultant to us, on such vesting dates;

(d) 3,000 shares of fully vested common stock held by the spouse of Dr.

and (e) options to purchase 15,000 shares, 10,000 shares and 6,666 shares of common stock exercisable by the spouse of Dr.

Kukes at an exercise price of $1.68, $1.39 and $1.09 per share, respectively.

and (e) options to purchase 20,000 shares of common stock exercisable by the spouse of Dr.

Kukes at exercises price of $1.39 and $1.17 per share (options to purchase 10,000 shares of common stock each).

Kukes has voting control over his unvested shares of common stock.

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and (b) 966,667 unvested shares of common stock held by Mr.

Schick, 100,000 which vest on January 25, 2025, 116,667 of which vest on each of January 23, 2025 and January 23, 2026, and 175,000 of which vest on each of January 26, 2025 , January 26, 2026 and January 26, 2027, in each case provided that Mr.

Schick, 116,667 which vest on January 23, 2026, 175,000 of which vest on each of January 26, 2026 and January 26, 2027, 166,666 of which vest on November 23, 2025, and 166,667 of which vest on each of November 23, 2026 and November 23, 2027, in each case provided that Mr.

Schick remains employed by us, or is a consultant to us, on such vesting dates.

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and (c) 750,000 unvested shares of common stock held by Mr.

Moore, 100,000 of which vest on January 25, 2025, 100,000 of which vest on each of January 23, 2025 and January 23, 2026, and 150,000 of which vest on each of January 26, 2025, January 26, 2026 and January 26, 2027, in each case provided that Mr.

Moore, 100,000 of which vest on January 23, 2026, 150,000 of which vest on each of January 26, 2026 and January 26, 2027, 116,666 of which vest on November 23, 2025, and 116,667 of which vest on each of November 23, 2026 and November 23, 2027, in each case provided that Mr.

Moore remains employed by us, or is a consultant to us, on such vesting dates.

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(a) 393,366 shares of fully-vested common stock held by Mr.

and (b) 450,001 unvested shares of common stock, 66,667 of which vest on January 25, 2025, 66,667 of which vest on each of January 23, 2025 and January 23, 2026, and 83,333 of which vest on each of January 26, 2025 and January 26, 2026, and 83,334 of which vest on January 26, 2027, in each case provided that Mr.

and (b) 423,334 unvested shares of common stock, 66,667 of which vest on January 23, 2026, 83,333 of which vest on January 26, 2026, and 83,334 of which vest on January 26, 2027, 63,333 of which vest on each of November 23, 2025 and November 23, 2026, and 63,334 of which vest on November 23, 2027, in each case provided that Mr.

Pinkston remains employed by us, or is a consultant to us, on such vesting dates.

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(a) 23,333, shares of fully-vested common stock held by Mr.

and (b) 340,785 unvested shares of common stock, 23,333 of which vest on January 26, 2026, 23,334 of which vest on January 26, 2027, and 98,039 of which vest on each of November 23, 2025 and November 23, 2026, and 98,040 which vest on November 23, 2027, in each case provided that Mr.

Crook remains employed by us, or is a consultant to us, on such vesting dates.

Crook has voting control over his unvested shares of common stock.

Consisting of the following:

(a) 375,000 shares of fully-vested common stock held by Mr.

and (b) 85,000 unvested shares of common stock, which vest on September 27, 2025, provided that Mr.

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Consists of options to purchase 525,667 shares of common stock issued and outstanding under the PEDEVCO Corp.

2012 Amended and Restated Equity Incentive Plan.

2012 Amended and Restated Equity Incentive Plan and options to purchase 1,310,000 shares of common stock issued and outstanding under the PEDEVCO 2021 Equity Incentive Plan.

Consists of 6,545,000 shares of common stock reserved and available for issuance under the PEDEVCO Corp.

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Related Transactions

On November 1, 2019, the Company began subleasing approximately 300 square feet of office space at its current headquarters to SK Energy, LLC, an entity formerly owned and controlled by Dr.

Kukes, our Chief Executive Officer and a member of the Board of Directors, but dissolved in late 2022.

The lease renews on a monthly basis, may be terminated by either party at any time upon prior written notice delivered to the other party, and has a monthly base rent of $1,200.

Effective September 1, 2022, the Company extended the sublease agreement with SK Energy whereby SK Energy paid a $24,000 non-refundable two-year rent payment to the Company.

Effective November 8, 2019, the Company entered into an Advisory Agreement and Restricted Shares Grant Agreement with Viktor Tkachev, previously a greater than 10% shareholder of the Company (who acquired $12 million of shares of common stock on September 17, 2019), under which Mr.

Tkachev agreed to provide strategic planning and business development services, and pursuant to which 100,000 shares of restricted common stock were awarded to Mr.

Tkachev under the Company’s Amended and Restated 2012 Equity Incentive Plan vesting in full on the six-month anniversary of the grant date, subject to his continued service with the Company, in consideration for advisory services to be provided by Mr.

Tkachev to the Company.

The Advisory Agreement contains customary confidentiality, indemnification and no conflict language, and unless terminated by the Company or the advisor with 15 days prior written notice for any reason, the Advisory Agreement had an indefinite term but was mutually terminated on March 10, 2022.

No early termination penalties were incurred by the Company.

Effective November 8, 2019, the Company entered into an Advisory Agreement with Ivar Siem, a former member of the Board of Directors, pursuant to which the 50,000 restricted shares of common stock previously awarded to Mr.

Siem on August 28, 2019 under the 2012 Equity Incentive Plan became fully vested on July 12, 2020.

The Advisory Agreement contains customary confidentiality, indemnification and no conflict language;

and, unless terminated by the Company or the advisor with 15 days prior written notice for any reason, the Advisory Agreement had an indefinite term but was mutually terminated on March 10, 2022.

No early termination penalties were incurred by the Company.

Additional related party transactions are discussed in greater detail under “ Item 8.

Related party transactions are discussed in greater detail under “ Item 8.

Financial Statements and Supplementary Data ” - “ Note 11 – Shareholders’ Equity – Common Stock ” and “ Note 12 – Share-Based Compensation ”, of this Annual Report on Form 10-K, all of which information and disclosures is incorporated by reference into this “ Item 13.

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Incorporated By Reference

furnished With This Annual Report on

Filing Date/Period End Date

Purchase and Sale Agreement dated November 9, 2023, by and among Pacific Energy Development Corp.

and EOR Operating Company, as sellers and Tilloo Exploration and Production, LLC, as purchaser

Filed or furnished With This Annual Report on

Filing Date/Period

Sales Agreement, dated December 20, 2024 between PEDEVCO Corp., Roth Capital Partners, LLC and A.G.P./Alliance Global Partners

Amended and Restated Certificate of Formation and Designation by Blast Acquisition Corp.

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3 to Employment Agreement between PEDEVCO Corp.

Sublease Letter Agreement, dated August 25, 2022, entered into by and between PEDEVCO Corp.

and SK Energy LLC**

Participation Agreement, dated September 12, 2023, entered into by and between PEDEVCO Corp.

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and Tilloo Exploration and Production, LLC

First Amendment to PEDEVCO Corp.

2021 Equity Incentive Plan**

Credit Agreement dated September 11, 2024, by and among PEDEVCO Corp., as borrower, and Citibank N.A., as Administrative Agent, and the Lenders Party Thereto

Amendment No.

2 to Offer Letter between PEDEVCO Corp.

Douglas Schick, dated December 9, 2024**

Offer Letter with Jody Crook dated December 8, 2024**

Code of Ethics and Business Conduct

PEDEVCO Corp.

First Amended and Restated Policy on Insider Trading**

List of Subsidiaries of PEDEVCO CORP.

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March 31, 2025

Chief Executive Officer and Director

Douglas Schick

President, Chief Executive Officer, and Director

(Principal Executive Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

Executive Chairman and Director

March 31, 2025

Douglas Schick

President, Chief Executive Officer, and Director

March 31, 2025

Douglas Schick

(Principal Executive Officer)

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(Principal Financial and Accounting Officer)

Chairman of the Board of Directors

March 31, 2025

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures