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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 532 added, 314 removed, 605 unchanged (58% 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 ”)(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.

Under the supervision and with the participation of our management, including our Chief Executive Officer (“ CEO ”) and Chief Financial Officer (“ CFO ”), 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, 2025, the end of the period covered by this Annual Report.

Based on this evaluation, our CEO and CFO concluded as of December 31, 2025, 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.

Management’s Report on Internal Control Over Financial Reporting

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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).

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.

Management’s assessment and conclusion on the effectiveness of our internal control over financial reporting as of December 31, 2025 excludes an assessment of the internal control over financial reporting of the Acquired Companies as it was acquired by the Company in a business combination merger on October 31, 2025.

In the prior period, 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.

Through the course of the Company’s preparation of its year-ended December 31, 2025 financial statements, a material weakness in our internal control over financial reporting was extended which also 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 segregation of total proved reserves and total proved developed reserves in the depletable base of our leasehold and drilling costs calculation, and we did not accurately include the correct inputs in our depletion calculations related to our acquired properties per the Mergers.

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

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However, there is the potential that the Company’s already implemented efforts to remedy the material weakness will be ineffective and/or that additional material weaknesses could occur regardless of the remediation or additional controls implemented by the Company.

There was also a material weakness in the preparation of the 2024 and 2023 tax provisions.

For the year ended December 31, 2024, the material weakness was due to the improper inclusion of additional prior period net operating losses (“NOL”) in calculation of the tax provision.

This misstatement resulted in an overstatement of our tax benefit and deferred income tax account of approximately $5.5 million.

For the year ended December 31, 2023, the material weakness was due to a lack of a reconciliation between the provision tax basis to the tax return, primarily related to the tax basis of the Company’s oil and gas properties, which created an unidentified historical return to provision adjustment in the previous year.

However, in the previous year, the impact was a footnote-only disclosure because there was a full valuation allowance compared to the release of the valuation allowance in the current year.

This identified disclosure misstatement in the tax footnote for 2023 in the amount of $8.7 million affecting gross deferred tax assets ($1.9 million), gross deferred tax liabilities ($6.8 million), and valuation allowance ($8.7 million) was corrected with the restatement of 2023 footnote.

There was no impact on net deferred tax balances.

We have implemented new controls and procedures designed to address the identified material weaknesses in the preparation of the tax provision.

In particular, the Company’s Chief Accounting Officer will ensure that appropriate NOL amounts are included in the preparation of the tax provision and a reconciliation of the provision tax basis to the tax return is adequately performed prior to submission to our audit firm.

The Company believes that this new control and procedure will remediate the material weaknesses in a future period.

Based on our assessment, management has concluded that the Company’s internal control over financial reporting were not effective as of December 31, 2025.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2024 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses, outside of the changes discussed above.

On October 31, 2025, we completed the Mergers.

As part of the ongoing integration of the acquired business, we are in the process of incorporating the controls and related procedures of the Acquired Companies.

Other than incorporating the acquired Company’s controls, there were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to have a material effect on, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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(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.”

None of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report, except as described in the table below:

Name and Title

Character of Trading Arrangement (1)

Aggregate Number of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

Expiration Date (2)

Douglas Schick

Termination (3)

Rule 10b5-1 Trading Arrangement

Up to 16,000 shares to be sold

Chief Executive Officer, President and member of the Board

Termination (3)

Rule 10b5-1 Trading Arrangement

Up to 15,833 shares to be sold

Executive Vice President, General Counsel and Secretary

Paul Pinkston

Termination (3)

Rule 10b5-1 Trading Arrangement

Up to 5,400 shares to be sold

Chief Accounting Officer

Termination (3)

Rule 10b5-1 Trading Arrangement

Up to 4,243 shares to be sold

Chief Commercial Officer

Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the Rule).’

Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table.

Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.’

Terminated as of December 22, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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Information about our Executive Officers and Directors

The following table sets forth the name, age and position held by each of our executive officers and directors.

The following table sets forth the name, age and position held by each of our executive officers and directors as of March 27, 2026.

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.

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

Douglas Schick

President and Chief Executive Officer and Director (1)

Reagan Tuck (R.T.)

Chief Operating Officer (2)

Robert “Bobby” Long

Chief Financial Officer (3)

Paul Pinkston

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Chief Commercial Officer (4)

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.

Martyn Willsher

Kristel Franklin

Edward Geiser

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

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

Appointed Chief Operating Officer effective October 31, 2025.

Appointed Chief Financial Officer effective October 31, 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 October 2025 and as Chairman since February 27, 2026.

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

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 ”).

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

Appointed as a member of the Board of Directors effective February 27, 2026.

Shareholder Agreement

At the closing of the Mergers, the Company entered into a Shareholder Agreement with Century and North Peak (together, the Juniper Shareholder), and, for certain limited provisions, Dr.

Kukes, the then Executive Chairman of the Company and The SGK 2018 Revocable Trust (a trust which Dr.

Kukes serves as trustee and beneficiary of).

The Shareholder Agreement provides the Juniper Shareholder the right (but not obligation), from the closing date of the Mergers to the Automatic Conversion Date, to designate one nominee to the Board and one board observer.

The Shareholder Agreement also provides that from and after the Automatic Conversion Date (February 27, 2026), the Board will consist of six directors or such other number as approved by the Board in accordance with the organizational documents of the Company and the Shareholder Agreement and be constituted as follows:

three Directors nominated by the Juniper Shareholder (each, a “ Juniper Director ” and together, the “ Juniper Directors ”), which must include at least one independent director (initially, following the Automatic Conversion Date, Edward Geiser, Josh Schmidt and an independent director to be determined, who has been determined to be Martyn Willsher);

two Directors, as nominated by the Nominating and Corporate Governance Committee (the “ Governance Committee ”), which must include at least one independent director (initially, J.

Douglas Schick and John K.

Howie (who is independent));

one independent director mutually agreed in writing by the Juniper Shareholder and the Governance Committee (other than the Juniper Directors then-serving on the Governance Committee), which director is Kristel Franklin.

The right of the Juniper Shareholder to nominate Juniper Directors pursuant to the Shareholder Agreement will depend on its, together with its affiliates’, ownership of 3,181,818 shares of Company common stock issued to the Juniper Shareholder and its affiliates on February 27, 2026, on the applicable date of determination, as measured relative to a total of 13,300,815 shares of common stock issued and outstanding on February 27, 2026, as follows:

if Juniper Beneficial Ownership is 50% or more, the Juniper Shareholder may nominate three Juniper Directors, including one which must be an independent director;

if Juniper Beneficial Ownership is between 30% and 49.9%, the Juniper Shareholder may nominate two Juniper Directors;

if Juniper Beneficial Ownership is between 10% and 29.9%, the Juniper Shareholder may nominate one Juniper Director;

and if Juniper Beneficial Ownership is less than 10%, the Juniper Shareholder loses the right to nominate any Juniper Directors.

The nomination of such Juniper Directors is subject to such persons not being prohibited from serving as a member of the Board.

In the event any Juniper Director ceases serving as a member of the Board for any reason, the Juniper Shareholder has the right to designate a replacement, and subject to certain customary exceptions, the Board is required to take all reasonable actions within its control to appoint such replacement person as a member of the Board of the Company to fill such vacancy.

The Juniper Shareholder also has the right to remove any Juniper Director at any time for any reason.

The Board is prohibited from increasing or decreasing the number of members of the Board without the affirmative vote of a majority of the independent directors then on the Board that are not Juniper Directors, and the written consent of the Juniper Shareholder.

Each Juniper Director nominee must, in the good faith determination of the Board or the Governance Committee, (i) be suitable to serve on the Board in accordance with customary standards of suitability for directors of NYSE-listed companies;

(ii) not be prohibited from serving as a director pursuant to any rule or regulation of the SEC or any national securities exchange on which the Company’s common stock is listed or admitted to trading;

and (iii) not be subject to any order, decree or judgment of any domestic (including federal, state or local) or foreign court, arbitrator, administrative, regulatory or other governmental department, agency, official, commission, tribunal, authority or instrumentality, non-government authority or self-regulatory body (including any domestic or foreign securities exchange) prohibiting service as a director of any public company.

In addition, for so long as the Juniper Shareholder is entitled to designate at least one Juniper Director, the Shareholder Agreement provides that at least one Juniper Director shall serve as a member of each committee of the Board (other than the audit committee of the Board) and a Juniper Director shall be designated as the chairperson of the Compensation Committee and the Nominating and Governance Committee, subject to certain limited exceptions.

In accordance with the terms of the Shareholder Agreement, effective February 27, 2026, director Josh Schmidt was appointed as Chairman of the Board of the Company, and director Edward Geiser was appointed as Chairman of the Nominating and Corporate Governance Committee of the Board.

Except as set forth in the Shareholder Agreement as described above, 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 ”).

There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

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

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 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.

Kukes was an investor and CEO of Samara-Nafta, a joint venture with the U.S.-based international oil company Hess Corporation, and from 2003 to 2004 he served as CEO and Chairman of Yukos Oil Company.

From 1998 until it combined with British Petroleum in 2003 to create TNK-BP, Dr.

Kukes served as Chief Executive of Tyumen Oil Company (TNK).

From 1979 to 1986 he served as Technical Director and Vice President of Business Development for Phillips Petroleum and Amoco.

Kukes (who is a dual citizen of the United States and Israel) currently serves on the board of directors and is an investor in numerous international companies, including Leverate Technological Trading Ltd., an Israel-based technology company and trading platform provider (since October 2014 and as Chairman for two years), Fletschhorn, a Swiss-based hotel and restaurant company (as Chairman since June 2014), and GLAMZ Ltd., a privately-held Israel-based booking platform for the beauty industry (as Chairman since June 2018).

In addition, from 1999 to 2007 Dr.

Kukes served on the board of directors of global pharmaceutical company Amarin Corporation (Nasdaq:

AMRN), and from 2000 to 2003 on the board of directors of Tulsa, Oklahoma-based Parker Wellbore (formerly NYSE-listed Parker Drilling Company), a global provider of contract drilling and drilling-related services.

Kukes holds a Bachelor of Science in Chemical Engineering, a PhD in Physical Chemistry, and he attended Rice University in Houston, Texas, where he was a Postdoctoral Fellow.

Kukes has also served as an Adjunct Professor at the University of Delaware and on the Editorial Board of Fuel Magazine, and is also the holder of more than 130 U.S.

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

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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.

Reagan Tuck (R.T.) Dukes , Chief Operating Officer (since October 2025)

Dukes has nearly 20 years of experience in the oil and gas industry, with extensive experience in oil and gas investing, finance, research, and consulting.

Prior to joining the Company in October 2025, from October 2019 to May 2021, Mr.

Dukes served as Chief Financial Officer, and from June 2021 to October 2025, as the Chief Executive Officer, of Century Natural Resources, LLC, a privately held Houston, Texas-based oil and gas exploration and production company that previously managed the assets acquired by the Company in October 2025 pursuant to the Mergers.

Prior to Century Natural Resources, from June 2014 to September 2019, Mr.

Dukes served as a Research Director and Director of North American Supply at the Houston, Texas office of Wood Mckenzie Limited, a global energy research and consulting group, where he supported commodities research and contributed to valuation and due-diligence work that accounted for billions of dollars in transactions.

Before joining Wood Mackenzie, from May 2011 to May 2014, Mr.

Dukes worked as a Manager at KED Interests, LLC, a Houston, Texas-based mineral investing firm.

Dukes earned his BS in Accounting and MS in Finance from Texas A&M University.

He also serves on the advisory board for the Professional Program in Accounting at Texas A&M University.

Robert “Bobby” Long , Chief Financial Officer (since October 2025)

Long has nearly 25 years of financial experience in management, corporate finance, and principal investing in the energy industry.

Prior to joining the Company in October 2025, from February 2022 to October 2025, Mr.

Long served as the Chief Financial Officer of Century Natural Resources, LLC, a privately held Houston, Texas-based oil and gas exploration and production company that previously managed the assets acquired by the Company in October 2025 pursuant to the Mergers.

At Century Natural Resources, Mr.

Long managed all accounting, finance and commercial functions of four oil and gas companies operating in the Powder River Basin.

Prior to Century Natural Resources, from August 2018 to January 2022, Mr.

Long was the Chief Financial Officer of Navigation Petroleum, LLC, a Houston, Texas-based oil and gas exploration and production company that managed assets in the Powder River Basin.

From February 2018 to August 2018, Mr.

Long served as an Executive Director of CIBC Capital Markets in Houston, Texas;

from September 2008 to January 2018, he served as a Partner in Rivington Holdings, LLC, a Houston, Texas-based capital advisory firm specializing in the oil and gas industry;

and from July 2000 to September 2008, he served as an Associate, and then Vice President, of BNP Paribas, Global Energy Group, in its Houston, Texas office.

Long began his professional career as an Analyst at JP Morgan Chase & Co., Energy Finance, in Houston, Texas, from July 1999 to July 2000.

Long holds a Bachelor of Business Administration in Finance from the University of Texas at Austin.

Pinkston, Chief Accounting Officer (since December 2018)

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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.

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.”

Douglas Evans, Director (Director since September 2018)

Evans has 50 years of oil and gas industry experience, 40 years of which have been spent in various executive management positions with Gulf Interstate Engineering Company (“ GIE ”), a privately-held Houston, Texas-based firm specializing in the engineering of oil, gas and liquid pipeline systems, where he has served as Honorary Chairman since November 2017, and previously served as President and Chief Executive Officer (July 2004-November 2017), President (February 2003-November 2017), Senior Vice President (September 1994-July 2004), and in various other roles since he joined the company in 1978.

Evans’ tenure as an executive at GIE, he has successfully overseen the company’s organic growth from $25 million in sales in 1996 to over $250 million in sales in recent years, with GIE involved in almost every major onshore oil and gas pipeline in the world over the last 20 years.

Evans holds a B.S.

Civil Engineering and Master of Business Administration from Queen’s University at Kingston, Ontario, and is a registered Professional Engineer in Ontario and Alberta, Canada.

Evans currently serves as Honorary Chairman of GIE (since November 2017), and previously a member of the Board of Directors of Gulf Interstate Field Services, a GIE affiliate engaged in providing oil and gas pipeline construction inspection services, and a number of other GIE affiliated companies, the Board of Directors and Chairman of the Strategy Committee for the International Pipe Line and Offshore Contractors Association (IPLOCA) (through September 2019), a member of the Board of Houston, Texas-based Crossroads School, Inc.

(since 2004), and a former member of the Board of the Cystic Fibrosis Foundation – Texas Gulf Coast Chapter.

John Howie, Director ( Director since July 2025)

Howie has over 40 years of experience in oil and gas engineering, management, and finance.

Since August 2024, Mr.

Howie has served as Chief Executive Officer of Red Wolfpack Holdings, a privately-held Houston, Texas-based firm he founded that pursues natural gas development opportunities.

Prior to forming Red Wolfpack Holdings, from May 2017 until July 2024 Mr.

Howie was President of Tellurian Production Company, a wholly owned subsidiary of Tellurian Inc.

(formerly NYSE AMEX:

TELL), a Houston, Texas-based natural gas company that was acquired by Woodside Energy Group Ltd.

in October 2024.

Prior to May 2017, Mr.

Howie founded and managed Impact Natural Resources, a Houston, Texas-based E&P company with assets in the Texas Gulf Coast and West Texas (from January 2016-2017), Parallel Resource Partners, an energy-focused investment firm headquartered in Houston, Texas which he co-founded and served as a Principal and Managing Director (from February 2010 to December 2023), Goldman, Sachs and Company, where he served as the Head of E&P Capital (from July 2003 to June 2009), EnCap Investments, L.L.C., a Houston, Texas-based private equity firm where he served as Vice President (from July 1999 to July 2003), and at various other E&P companies, including Range Resources Corporation, Apache Corporation, and Amoco Corporation (from 1982 to 1999).

Howie holds a Bachelor of Science in Chemical Engineering, from New Mexico State University, and is a Registered Professional Engineer in Texas.

Josh Schmidt, Chairman/Juniper Director ( Director since October 2025)

Schmidt has been a Partner of Juniper since 2020 and serves as a member of the firm’s investment committee.

Schmidt also serves on the board of directors of several of Juniper’s portfolio companies.

Schmidt has been Chief Operating Officer of Juniper since July 2024.

From January 2021 to June 2023, Mr.

Schmidt served on the board of directors of Ranger Oil Corporation, a formerly publicly-traded oil and gas company, where he was also chair of the compensation committee.

Prior to joining Juniper, Mr.

Schmidt served as a portfolio manager and fundamental analyst for Whiteside Energy (“ Whiteside ”), a Houston-based hedge fund, where he was responsible for, among other things, managing investments in the natural gas and electricity markets across all regions of the United States.

Prior to Whiteside, Mr.

Schmidt worked at Citigroup Energy in Houston as a natural gas and electricity trader.

Schmidt received a B.S.

in Finance from the University of Notre Dame.

Martyn Willsher, Juniper Director ( Director since October 2025)

Martyn Willsher has served as the Senior Vice President and Chief Development Officer of DCOR LLC since January 2026, where he leads A&D initiatives supporting DCOR’s expansion into new operating areas and is responsible for all company financing and surety-related activities.

Previously, Mr.

Willsher served as Chief Executive Officer of Unified Petroleum from October 2025 to January 2026, and as Chief Executive Officer of Amplify Energy Corp.

AMPY) from January 2021 until July 2025, after having served as interim Chief Executive Officer since April 2020.

Willsher continues to serve as a special advisor to Amplify Energy through December 2025.

Willsher also previously served as Senior Vice President and Chief Financial Officer of Amplify Energy from April 2018 to January 2021.

From May 2017 to April 2018, Mr.

Willsher served as Amplify Energy’s Vice President and Treasurer.

He also served as Treasurer of Memorial Production Partners GP, LLC, Amplify Energy’s predecessor, from July 2014 to May 2017, and as Director of Strategic Planning for Memorial Resource Development LLC, an affiliate of the predecessor of Amplify Energy, from March 2012 to June 2014.

Prior to that, he served as Manager, Financial Analysis of AGL Resources from September 2009 to March 2012, and as Associate - Upstream Oil & Gas A&D of Constellation Energy from August 2006 to March 2008 and as a Director from March 2008 to March 2009.

Prior to that, he served in various business development and financial analysis roles at JM Huber Corp., FTI Consulting and PricewaterhouseCoopers LLP.

Willsher received his Master of Business Administration from the University of Texas at Austin and his Bachelor of Business Administration in Finance from Texas A&M University.

Kristel Franklin, Director (Director since October 2025)

Kristel Franklin brings deep expertise spanning integrated upstream and midstream operations with over 20 years’ experience in the oil and gas industry.

Over the past two decades, she has developed a diverse portfolio of experience across domestic onshore projects and operations.

Since January 2023, Ms.

Franklin has served as Chief Operating Officer of PureWest Energy (“ PureWest ”), a Denver, Colorado-based natural gas producer in the State of Wyoming.

Prior to PureWest, from June 2018 to December 2022, Ms.

Franklin led Moontower Resources, LLC (“ Moontower ”), an Austin, Texas-based Permian Basin-focused exploration and production company, to a successful exit for Oaktree Capital.

Prior to Moontower, Ms.

Franklin held various roles of increasing responsibility at Austin, Texas-based oil and gas acquisition and exploitation company Three-Rivers Operating Company III (March 2016 to May 2018), as Senior Vice President at Austin, Texas-based independent oil and gas producer Jones Energy (April 2007 to February 2016), and with Houston, Texas-based Exxon Mobil Corporation as a Senior Drilling Engineer (July 2003 to April 2007).

Franklin also currently serves on the Board of a private midstream oil and gas company.

Franklin received a Bachelor of Science Degree in Mechanical Engineering and an MBA from the University of Texas in Austin, Texas.

Edward Geiser, Juniper Director (Director since February 2026)

Edward Geiser is the Executive Managing Partner of Juniper, a position he has held since 2015, and the head of the Investment Committee for the firm and its funds.

Geiser currently serves on the board of directors of Atmos Energy Corporation (Nasdaq:ATO), a publicly-traded, regulated natural gas distribution company, a position he has held since September 2024.

Geiser also serves on the board of directors, and/or as a manager of, numerous of Juniper’s portfolio companies, none of which have a class of securities registered pursuant to Section 12 of the Exchange Act or are subject to the requirements of Section 15(d) of the Exchange Act.

From January 2021 to June 2023, Mr.

Geiser served as Chairman of the board of directors of Ranger Oil Corporation, a formerly publicly-traded oil and gas company.

Prior to the formation of Juniper in January 2014, Mr.

Geiser was a Managing Director at Och-Ziff Capital Management Group (“Och-Ziff”) where he focused on Och-Ziff’s private investing activity in the energy industry in North America for over five years from 2008 to 2013.

Prior to Och-Ziff, Mr.

Geiser worked at each of the Merrill Lynch and Morgan Stanley Investment Banking Groups in Houston, Texas, where he provided strategic advisory and capital markets services to companies involved in the energy industry, with a particular emphasis on buy-side and sell-side advisory services to companies in the E&P sector.

Geiser was also involved with the formation and investment activities of Juniper I.

During his time at Juniper I, Mr.

Geiser helped to source, structure and manage the firm’s investments

Geiser received a B.S.

in Finance from Louisiana State University in Baton Rouge, Louisiana.

Director Qualifications

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Arrangements between Officers and Directors

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.

Except as set forth under the Shareholder Agreement as described above, 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.

Other Directorships

No directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).

Except for Mr.

Geiser, who currently serves on the board of directors of Atmos Energy Corporation (Nasdaq:ATO), a publicly-traded, regulated natural gas distribution company, no directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).

Involvement in Certain Legal Proceedings

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

Josh Schmidt serves as Chairman and Mr.

Douglas Schick 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 President and CEO, Mr.

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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 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.

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.

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

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Our Board of Directors has determined that Mr.

Scelfo and Mr.

Evans are independent directors as defined in the NYSE American rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

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.

Willsher, and Ms.

Franklin are independent directors as defined in the NYSE American rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

Accordingly, 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.

As discussed above under “ Shareholder Agreement”, for so long as the Juniper Shareholder is entitled to designate at least one Juniper Director, the Shareholder Agreement provides that at least one Juniper Director shall serve as a member of each committee of the Board (other than the audit committee of the Board) and a Juniper Director shall be designated as the chairperson of the Compensation Committee and the Nominating and Governance Committee, subject to certain limited exceptions.

In connection therewith, Josh Schmidt has been appointed as Chairman of the Compensation Committee and Edward Geiser has been appointed as Chairman of the Nominating and Corporate Governance Committee.

Pursuant to Sections 804(b) and 805(b) of the NYSE American Company Guide, respectively, (1) if the nominating committee is comprised of at least three members, one director who is not independent as defined in the NYSE American rules, and is not a current officer or employee or an immediate family member of such person, may be appointed to the nominating committee, if the Board, under exceptional and limited circumstances, determines that membership on the committee by the individual is required by the best interests of the Company and its shareholders;

and (2) if the compensation committee of a Smaller Reporting Company (like the Company) is comprised of at least three members, one director who is not independent as defined in Section 803A of the NYSE American rules, and is not a current officer or employee or an immediate family member of such person, may be appointed to the compensation committee, if the Board, under exceptional and limited circumstances, determines that membership on the committee by the individual is required by the best interests of the company and its shareholders.

A director appointed to the nominating committee and compensation committee pursuant to these exceptions may not serve for in excess of two years.

Schmidt has been a Partner of Juniper since 2020 and serves as a member of the firm’s investment committee.

Schmidt also serves on the board of directors of several of Juniper’s portfolio companies.

Schmidt has been Chief Operating Officer of Juniper since July 2024.

Edward Geiser is the Executive Managing Partner of Juniper, a position he has held since 2015, and the head of the Investment Committee for the firm and its funds.

Geiser, through Juniper, beneficially owns 52% of our outstanding common stock and maintains certain Board appointment rights as set forth above under “Shareholder Agreement”.

Notwithstanding the above, the Board has determined that the appointment of Mr.

Schmidt to the Compensation Committee and the appointment of Mr.

Geiser to the Nominating and Corporate Governance Committee is in the best interests of the Company and its stockholders because each of Mr.

Schmidt and Mr.

Geiser possesses extensive knowledge of the Company’s business, operations, and industry, and their respective experience and expertise will meaningfully contribute to the work of the applicable committees.

The Board believes that their participation on these committees will enhance the committees' ability to carry out their respective mandates in a manner that serves the long-term interests of the Company and its stockholders.

Furthermore, the Board has determined that other than Mr.

Schmidt and Mr.

Geiser, as discussed above, each of the other members of our Compensation Committee and Nominating and Corporate Governance Committee, and all of the members of the Audit Committee, are 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

On September 5, 2013, and effective September 10, 2013, the Board of Directors adopted charters for the Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee.

We currently maintain a Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee.

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Nominating and Corporate Governance Committee

Josh Schmidt (1)

Douglas Schick

Douglas Evans

Edward Geiser

Martyn Willsher

Kristel Franklin

C - Chairman of Committee.

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

(1) – 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.

The Charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each incorporated by reference as Exhibits 99.4 , 99.3 and 99.2 , respectively, to this Annual Report and are posted on our website.

Our website address is http://www.PEDEVCO.com.

Information contained on our website is expressly not incorporated by reference into this Annual Report.

Audit Committee

The audit committee selects, on behalf of our Board of Directors, an independent public accounting firm to audit our financial statements, discusses with the independent auditors their independence, reviews and discusses the audited financial statements with the independent auditors and management, and recommends to the Board of Directors whether the audited financial statements should be included in our annual reports to be filed with the SEC.

Scelfo serves as Chair of the Audit Committee and our Board of Directors has determined that Mr.

Scelfo is an “ audit committee financial expert ” as defined under Item 407(d)(5) of Regulation S-K of the Exchange Act.

Willsher serves as Chair of the Audit Committee and our Board of Directors has determined that Mr.

Willsher is an “ audit committee financial expert ” as defined under Item 407(d)(5) of Regulation S-K of the Exchange Act.

The Audit Committee also has various other responsibilities including:

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reviewing the Company’s earnings press releases with management and the Company’s independent registered public accounting firm prior to the public dissemination of such press releases;

meeting separately, and periodically, with the Company’s Chief Executive Officer and Chief Accounting Officer, members of the Company’s internal audit department and the Company’s independent registered public accounting firm to discuss the matters that are the subject of the Charter of the Audit Committee and, if appropriate, inviting some or all of such persons to applicable portions of Committee meetings;

meeting separately, and periodically, with the Company’s Chief Executive Officer and Chief Financial Officer, members of the Company’s internal audit department and the Company’s independent registered public accounting firm to discuss the matters that are the subject of the Charter of the Audit Committee and, if appropriate, inviting some or all of such persons to applicable portions of Committee meetings;

reviewing with management and the Company’s independent registered public accounting firm the effectiveness of the Company’s internal control over financial reporting;

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reviewing with the Company’s counsel legal matters that may have a material impact on the Company’s financial statements;

reviewing and approving candidates for the positions of Chief Accounting Officer and Controller of the Company;

reviewing and approving candidates for the positions of Chief Financial Officer, Chief Accounting Officer and Controller of the Company;

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, 2024, the audit committee held four meetings.

During the year ended December 31, 2025, the audit committee held seven meetings.

Compensation Committee

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and approving (or recommending to the Board for determination) any employment or severance agreements for officers.

Scelfo serves as Chair of the compensation committee.

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

Schmidt serves as Chair of the compensation committee.

During the year ended December 31, 2025, the compensation committee held four meetings.

Compensation Committee Interlocks and Insider Participation

The current members of the compensation committee are Messrs.

Scelfo (Chairman) and H.

Douglas Evans, who are each independent members of our Board of Directors.

Josh Schmidt (Chairman), John K.

Howie and Kristel Franklin, with each of Mr.

Howie and Ms.

Franklin independent members of our Board of Directors.

No member of the compensation committee is an employee or a former employee of the Company.

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identifying and approving individuals qualified to serve as members of our Board of Directors, selecting director nominees for our annual meetings of shareholders, evaluating the performance of our Board of Directors, and developing and recommending to our Board of Directors corporate governance guidelines and oversight procedures with respect to corporate governance and ethical conduct.

Scelfo serves as Chair of the nominating and corporate governance committee.

Geiser serves as Chair of the nominating and corporate governance committee.

The nominating and governance committee of the Board of Directors considers nominees for director based upon a number of qualifications, including their personal and professional integrity, ability, judgment, and effectiveness in serving the long-term interests of our shareholders.

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Controlled Company Status

Kukes controls a majority of our outstanding voting power, we are a “ controlled company ” under the corporate governance rules of the NYSE American.

Edward Geiser controls a majority of our outstanding voting power, we are a “ controlled company ” under the corporate governance rules of the NYSE American.

Therefore, we are not required to have a majority of our Board of Directors be independent, nor are we required to have a compensation committee or an independent nominating function.

We have nevertheless opted to meet the requirements under the NYSE American listing rules for smaller reporting companies, such as the Company, which requires a Board of Directors be comprised of at least 50% independent directors and to have a compensation, nominating and governance committee comprised of independent directors, as more fully described herein.

Pledging of Shares

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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.

A copy of the Company’s insider trading policy is incorporated by reference herein as Exhibit 19.1 .

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.

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Rule 10b5-1 Trading Plans

Our executive officers and directors are encouraged to conduct purchase or sale transactions under a trading plan established pursuant to Rule 10b5-1 under the Exchange Act.

If a Company executive desires to conduct purchases or sale transactions, they are encouraged to conduct such transactions under a trading plan established pursuant to Rule 10b5-1 under the Exchange Act.

Through a Rule 10b5-1 trading plan, the executive officer or director contracts with a broker to buy or sell shares of our common stock on a periodic basis.

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However, as illustrated in the beneficial ownership table under “ ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .”, below, all Named Executive Officers and directors are beneficial owners of stock of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .”, below, all Named Executive Officers and directors except Mr.

Schmidt, the Company’s Chairman of the Board, are beneficial owners of stock of the Company.

Compensation Recovery and Clawback Policies

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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.

A copy of the Clawback Policy is incorporated by reference herein as Exhibit 97.1 .

The Company determined that the restatements of its audited financial statements previously described in 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 restatements.

Because the restatements did not impact the Company’s executive compensation payments, 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

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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 2025.

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.

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, August 29, 2024, and August 28, 2025, 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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Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such reports received by us and on written representation by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all filings required to be made under Section 16(a) during 2025 were timely made, except that Juniper Capital IV GP, L.P., a greater than 10% stockholder, timely file its initial beneficial ownership report on Form 3 and also failed to timely report one transaction and as a result one Form 4 was not timely filed, due to unavoidable delays in obtaining Edgar codes;

Kukes, our former Executive Chairman and greater than 10% stockholder, inadvertently failed to timely report one transaction and as a result one Form 4 was not timely filed;

Howie, our director, failed to timely file his initial beneficial ownership report on Form 3 due to delays in obtaining his Edgar codes which were unavoidable.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

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 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 ”).

There were no other executive officers who received compensation in excess of $100,000 in either 2024 or 2023.

The following table sets forth certain information concerning compensation earned by or paid to certain persons who we refer to as our “ Named Executive Officers ” for services provided for the fiscal years ended December 31, 2025 and 2024.

Our Named Executive Officers include persons who (i) served as our principal executive officer or acted in a similar capacity during the years ended December 31, 2025 and 2024, (ii) were serving at fiscal year-end as our two most highly compensated executive officers, other than the principal executive officer, whose total compensation exceeded $100,000, and (iii) if applicable, up to two additional individuals for whom disclosure would have been provided as a most highly compensated executive officer, but for the fact that the individual was not serving as an executive officer at fiscal year-end.

Name and Principal Position

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All Other Compensation ($)

Executive Chairman and Former Chief Executive Officer*

Former Chief Executive Officer

Douglas Schick

1,518,800 (2)

President and Chief Executive Officer#

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Chief Accounting Officer

Chief Commercial 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;

Resigned from the Board of Directors effective October 31, 2025.

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

#President in 2024;

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

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Consists of the value of 27,500 shares of restricted common stock granted in January 2024 at $13.35 per share.

Consists of the value of 400,000 shares of restricted common stock granted in January 2023 at $1.09 per share.

Consists of the value of 525,000 shares of restricted common stock granted in January 2024 at $0.6675 per share.

Consists of the value of 25,000 shares of restricted common stock granted in January 2025 at $17.00 per share and 50,000 shares of restricted common stock granted in November 2025 at $12.76 per share, and consists of the value of 50,000 shares of restricted common stock granted in November 2025 at a value of $491,000 which is based on the performance of the Company’s stock price over a four-year vesting window.

Consists of Company matching contributions of up to 6% of the applicable officer's salary into the Company's sponsored 401(k) plan, subject to IRS and plan limits.

Consists of the value of 26,250 shares of restricted common stock granted in January 2024 at $13.35 per share.

Consists of the value of 17,500 shares of restricted common stock granted in January 2025 at $17.00 per share and 25,000 shares of restricted common stock granted in November 2025 at $12.76 per share.

Consists of the value of 22,500 shares of restricted common stock granted in January 2024 at $13.35 per share.

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Consists of the value of 12,500 shares of restricted common stock granted in January 2024 at $13.35 per share.

Consists of the value of 12,500 shares of restricted common stock granted in January 2025 at $17.00 per share and 15,000 shares of restricted common stock granted in November 2025 at $12.76 per share.

Consists of the value of 3,500 shares of restricted common stock granted in January 2024 at $13.35 per share.

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Stock award vests 50% on January 26, 2026 (vested), and January 26, 2027, 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.

Stock award vests 50% on November 23, 2026, and November 23, 2027, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vests 33.3% on October 31, 2026, 33.3% on October 31, 2027, and 33.4% on October 31, 2028, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

The 50,000 shares vest only if the Company’s 30-day average stock price reaches at least $18.00 within four years, with no vesting allowed before one year and 30 days after the price trigger.

Depending on when the price target is met, between one-third and all shares vest immediately, and if the target is not achieved by year four, all shares are forfeited.

There were no unearned shares, units or other rights that have not vested as of December 31, 2025.

Share amounts have retroactively been adjusted to reflect the 1:20 reverse stock split effective on March 13, 2026)

Calculated by multiplying the closing market price of the Company’s common stock at the end of the last completed fiscal year (December 31, 2025 and $11.20 per share) by the number of shares of stock.

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Douglas Evans (3)

Kristel Franklin (4)

Martyn Willsher (4)

Josh Schmidt (4)

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

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As of December 31, 2025, the following outstanding and unvested shares of restricted stock were held by each of the above non-executive directors:

Scelfo – 125,000 shares;

Douglas Evans – 85,000 shares.

Howie – 7,500 shares;

Kristel Franklin – 5,727 shares;

and Martyn Willsher – 5,727 shares.

Kukes, our former CEO and Executive Chairman of the Company's Board of Directors, received grants of 17,500 and 10,000 shares of restricted stock on January 23, 2025 and August 28, 2025, with an aggregate grant date fair value of $297,500 and $116,000, respectively, which vested in full on October 31, 2025 upon his resignation from the Board.

There were an additional 25,000 previously unvested shares that vested in full upon Dr.

Kukes’ resignation.

Scelfo and Mr.

Evans received grants of 125,000 and 85,000 shares of restricted stock, respectively, on August 29, 2024, with an aggregate grant date fair value of $109,500 and $74,460, respectively, which will vest in full on July 12, 2025 and September 27, 2025, respectively, subject to such person’s continued service on the Board.

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

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 August of each year to the non-executive directors.

Agreements with Current Named Executive Officers

Evans received grants of 10,000 and 7,000 shares of restricted stock, respectively, on August 28, 2025, with an aggregate grant date fair value of $116,000 and $81,200, respectively, which fully vested on October 31, 2025 upon their resignation from the Board.

Howie received a grant of 7,500 shares of restricted stock on July 7, 2025 with an aggregate grant date fair value of $92,475, which will vest in full on July 7, 2026, subject to Mr.

Howie’s continued service on the Board.

Franklin and Mr.

Willsher each received grants of 5,727 shares of restricted stock, respectively, with an aggregate grant date fair value of $70,000 each, and Mr.

Schmidt received grants of 9,818 shares of restricted stock on November 13, 2025, with an aggregate grant date fair value of $120,000, all of which will vest at 25% over a four-year period on each anniversary date of the vesting commencement date, subject to such person’s continued service on the Board.

For the year ending December 31, 2025, there was a compensation expense of $594,000 recognized by the Company related to these grants and accelerated vesting.

Resigned from the Board of Directors, effective October 31,2025.

Appointed to the Board of Directors, effective October 31,2025.

From September 27, 2018 to November 13, 2025, the Board did not have a formal compensation program;

provided that the Board of Directors and/or the Compensation Committee could 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, with the Board generally granting yearly equity awards in August of each year to the non-executive directors.

Effective November 13, 2025, the Board adopted a new Board Compensation Program, pursuant to which each non-employee director receives annual compensation equal to $120,000, payable (i) $50,000 in cash, paid quarterly, or issued as restricted common stock if approved by the Board, and (ii) $70,000 in restricted common stock, vesting 25% quarterly from the director’s appointment date.

In addition, the Board Chairman and the Chairman of the Audit Committee each receive $10,000 in additional annual cash compensation (paid quarterly), and the Chairman of each of the Compensation Committee and the Nominating and Corporate Governance Committee each receive $,5000 in additional annual cash compensation (paid quarterly).

Further, any Board appointees of Juniper shall receive restricted common stock in lieu of cash, which stock shall be assigned to Juniper Capital Advisors, L.P.

(or its designees), provided that compensation to Juniper appointees for service as Chairman of the Board and/or any Committees thereof of be paid in cash (paid quarterly), not restricted common stock.

Executive Employment Agreements and Offer Letters

Prior Employment Agreements and Offer Letters

Agreements which were superseded by the Employment Agreements discussed below under New Employment Agreements:

Douglas Schick .

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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 ”).

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

Pursuant to the Offer Letter, Mr.

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the Company agreed to pay Mr.

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.

Schick $20,833 per month, which was increased, effective February 1, 2024, to $25,375 per month, and again to $29,167 per month effective January 1, 2025;

Schick was 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.

Additionally, the board of directors has historically issued Mr.

Schick restricted stock consideration on a yearly basis in consideration for services rendered to the Company, which issuances for 2025 and 2024 are described in the table above.

Schick’s employment may be terminated by him or the Company with 30 days’ prior written notice.

In the event Mr.

Schick’s employment with the Company is terminated by the Company without “ Cause ,” the Company will (a) pay Mr.

Schick an amount equal to twelve (12) months of his then-current annual base salary, and (b) immediately accelerate by twelve (12) months the vesting of all outstanding Company restricted stock and options exercisable for Company capital stock held by Mr.

For purposes of the Offer Letter, “ Cause ” means Mr.

Schick’s (1) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude;

(2) fraud on or misappropriation of any funds or property of the Company or any of its affiliates, customers or vendors;

(3) act of material dishonesty, willful misconduct, willful violation of any law, rule or regulation, or breach of fiduciary duty involving personal profit, in each case made in connection with his responsibilities as an employee, officer or director of the Company and which has, or could reasonably be deemed to result in, a material adverse effect upon the Company;

(4) illegal use or distribution of drugs;

(5) willful material violation of any policy or code of conduct of the Company;

or (6) material breach of any provision of the Offer Letter or any other employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by him for the benefit of the Company or any of its affiliates, all as reasonably determined in good faith by the Board of Directors of the Company.

However, an event that is or would constitute “ Cause ” shall cease to be “ Cause ” if he reverses the action or cures the default that constitutes “ Cause ” within 10 days after the Company notifies him in writing that Cause exists.

The Offer Letter contains standard confidentiality provisions;

Schick’s employment could be terminated by him or the Company with 30 days’ prior written notice, and in the event of such termination, Mr.

Schick was in certain circumstances due severance pay.

The Offer Letter contained standard confidentiality provisions;

a standard non-compete restriction prohibiting Mr.

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and a non-solicitation provision prohibiting him from inducing or attempting to induce any employee of the company from leaving their employment with the Company and/or attempting to induce any consultant, service provider, customer or business relation of the Company from terminating their relationship with the Company during the term of his employment and for one year thereafter.

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

The Offer Letter was superseded by Mr.

Schick’s Employment Agreement entered into with the Company on October 31, 2025, as discussed below.

Pacific Energy Development, our wholly-owned subsidiary, has entered into an employment agreement, dated June 10, 2011, as amended January 11, 2013 and January 25, 2022, with Clark Moore, its Executive Vice President, Secretary and General Counsel (the “ Moore Employment Agreement ”), pursuant to which, effective June 1, 2011, Mr.

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Moore restricted stock consideration on a yearly basis in consideration for services rendered to the Company, which issuances for 2025 and 2024 are described in the table above.

Moore’s salary may be increased from time to time in the discretion of the Board or Compensation Committee, without amending the Moore Employment Agreement.

In addition, Mr.

Moore’s employment agreement includes, among other things, severance payment provisions that would require the Company to make lump sum payments equal to 12 months’ salary and target bonus to Mr.

Moore, and full acceleration of vesting of any outstanding Company stock options or restricted stock held, in the event his employment is terminated due to his death or disability, terminated without “ Cause ” or if he voluntarily resigns for “ Good Reason ” (36 months in connection with a “ Change of Control ”), and continuation of benefits for up to 36 months (48 months in connection with a “ Change of Control ”), as such terms are defined in the employment agreement.

The employment agreement also prohibits Mr.

Moore’s employment agreement included, among other things, certain severance payment provisions.

The employment agreement also prohibited Mr.

Moore from engaging in competitive activities during and following termination of his employment that would result in disclosure of our confidential information but does not contain a general restriction on engaging in competitive activities.

For purposes of the Moore Employment Agreement, the term “ Cause ” means his (1) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude;

(2) fraud on or misappropriation of any funds or property of our company or any of its affiliates, customers or vendors;

(3) act of material dishonesty, willful misconduct, willful violation of any law, rule or regulation, or breach of fiduciary duty involving personal profit, in each case made in connection with his responsibilities as an employee, officer or director of our company and which has, or could reasonably be deemed to result in, a Material Adverse Effect upon our company;

(4) illegal use or distribution of drugs;

(5) material violation of any policy or code of conduct of our company;

or (6) material breach of any provision of the employment agreement or any other employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by him for the benefit of our company or any of its affiliates, all as reasonably determined in good faith by the Board of Directors of our company.

However, an event that is or would constitute “ Cause ” shall cease to be “ Cause ” if he reverses the action or cures the default that constitutes “ Cause ” within 10 days after our company notifies him in writing that Cause exists.

No act or failure to act on Mr.

Moore’s part will be considered “ willful ” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that such action or omission was in the best interests of our company.

Any act or failure to act that is based on authority given pursuant to a resolution duly passed by the Board of Directors, or the advice of counsel to our company, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company.

For purposes of the Moore Employment Agreement, “ Material Adverse Effect ” means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of our company or its subsidiaries, taken as a whole.

For purposes of the Moore Employment Agreement, “ Good Reason ” means the occurrence of any of the following without his written consent:

(a) the assignment to him of duties substantially inconsistent with this employment agreement or a material adverse change in his titles or authority;

(b) any failure by our company to comply with the compensation provisions of the agreement in any material way;

or (d) the relocation of him by more than fifty (50) miles from the location of our company’s office located in Danville, California.

However, an event that is or would constitute “ Good Reason ” shall cease to be “ Good Reason ” if:

(i) he does not terminate employment within 45 days after the event occurs;

(ii) before he terminates employment, we reverse the action or cure the default that constitutes “ Good Reason ” within 10 days after he notifies us in writing that Good Reason exists;

or (iii) he was a primary instigator of the “ Good Reason ” event and the circumstances make it inappropriate for him to receive “ Good Reason ” termination benefits under the employment agreement (e.g., he agrees temporarily to relinquish his position on the occurrence of a merger transaction he assists in negotiating).

For purposes of the Moore Employment Agreement, “ Change of Control ” means:

(i) a merger, consolidation or sale of capital stock by existing holders of capital stock of our company that results in more than 50% of the combined voting power of the then outstanding capital stock of our company or its successor changing ownership;

(ii) the sale, or exclusive license, of all or substantially all of our company’s assets;

or (iii) the individuals constituting our company’s Board of Directors as of the date of the employment agreement (the “ Incumbent Board of Directors ”) cease for any reason to constitute at least 1/2 of the members of the Board of Directors;

provided, however, that if the election, or nomination for election by our stockholders, of any new director was approved by a vote of the Incumbent Board of Directors, such new director shall be considered a member of the Incumbent Board of Directors.

Notwithstanding the foregoing and for purposes of clarity, a transaction shall not constitute a Change in Control if:

(w) its sole purpose is to change the state of our company’s incorporation;

(x) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held our company’s securities immediately before such transaction;

or (y) it is a transaction effected primarily for the purpose of financing our company with cash (as determined by the Board of Directors in its discretion and without regard to whether such transaction is effectuated by a merger, equity financing or otherwise).

Moore’s salary may be increased from time to time in the discretion of the Board or Compensation Committee, without amending the Employment Agreement.

The Moore Employment Agreement was superseded by Mr.

Moore’s Employment Agreement entered into with the Company on October 31, 2025, as discussed below.

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 provided 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 of directors 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 of directors.

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

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

The Crook Offer Letter was superseded by Mr.

Crook’s Employment Agreement entered into with the Company on October 31, 2025, as discussed below.

Offer Letter With Mr.

On December 1, 2018, the Company appointed Mr.

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The Pinkston Offer Letter contains standard confidentiality provisions and a standard a non-solicitation provision prohibiting him from inducing or attempting to induce any employee of the Company from leaving their employment with the Company and/or attempting to induce any consultant, service provider, customer or business relation of the Company from terminating their relationship with the Company during the term of his employment and for one year thereafter.

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

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.

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

New Employment Agreements

Schick, Moore, and Crook

On October 31, 2025, the Company entered into Employment Agreements (the “Employment Agreements”), with each of (a) J.

Douglas Schick, its President and Chief Executive Officer; (b) Clark R.

Moore, its Executive Vice President, General Counsel and Secretary; and (c) Jody D.

Crook, its Chief Commercial Officer (the “Executives”).

All of the agreements were substantially identical, other than as to:

Schick ($425,000 per year); Mr.

Moore ($294,000 per year); and Mr.

Crook ($280,000 per year); Targeted Bonus:

Schick (60% of his salary per year); Mr.

Moore (50% of his salary per year); and Mr.

Crook (50% of his salary per year); Paid time off:

Schick (five weeks); Mr.

Moore (five weeks); and Mr.

Crook (four weeks); Severance:

Schick (2.5 times his annual base salary and targeted annual bonus); Mr.

Moore (2 times his annual base salary and targeted annual bonus); and Mr.

Crook (1 times his annual base salary and targeted annual bonus); and Section 280G gross-up (as discussed below):

Schick ($1,500,000); Mr.

Moore ($600,000); and Mr.

Crook (none).

Pursuant to the Employment Agreements, which replaced and superseded all prior employment agreements and offer letters between the Company and the Executives, Mr.

Schick will continue to serve as President and Chief Executive Officer of the Company; Mr.

Moore will continue to serve as Executive Vice President, General Counsel and Secretary; and Mr.

Crook will continue to serve as Chief Commercial Officer of the Company.

Additionally, for so long as Mr.

Schick serves as Chief Executive Officer of the Company, he is required to be nominated for re-election to the Board.

Pursuant to the Employment Agreements, each Executive’s salary is payable in accordance with the Company’s normal payroll practices, and is subject to annual review, with no reduction in salary permitted.

The Executives are each also eligible to receive an annual bonus with a targeted percentage of base salary as described above, payable based on achievement of performance objectives and provided that each Executive remains employed through the end of the applicable fiscal year to which the annual bonus relates.

Separately, each Executive is eligible for grants of equity awards, including options, restricted stock, restricted stock units, or similar awards, pursuant to terms to be agreed in writing.

The agreements provide for certain payments and benefits upon the termination of employment of each Executive.

If the Executive’s employment is terminated by the Company without cause, due to a Disability, by the Executive for Good Reason, or due to death, the Executive is entitled to receive a lump sum cash payment equal to the amount of base salary and target annual bonus as discussed above under “severance”, acceleration of all unvested equity awards (with performance-based awards vesting at the greater of target or actual achievement through the termination date), and any stock options remaining exercisable for 12 months following such termination, and, if elected, reimbursement of COBRA premiums for up to (30 months - Mr.

Schick; 24 months - Mr.

Moore; and 12 months - Mr.

Crook), subject to certain conditions.

Severance payments are conditioned on the applicable Executive signing a standard separation agreement, which includes customary releases and covenants, and any cash severance will be paid on the second regular payroll date following the release becoming effective.

Equity acceleration will occur within fourteen days of the release, subject to applicable tax and plan timing rules.

Each Employment Agreement also contains provisions intended to minimize excise taxes under Section 4999 of the Internal Revenue Code, including a gross-up payment subject to a cap through December 31, 2026 (discussed above, except for Mr.

Crook, whose agreement does not include a gross-up right) and a “best results” alternative if applicable.

New Offer Letters

Dukes and Long

In connection with the closing of the Mergers, the Company entered into offer letters with each of (a) Reagan Tuck (R.T.) Dukes; and (b) Robert “Bobby” J.

Long, which replaced and superseded all prior employment agreements between such persons and the Acquired Companies (the “Offer Letters”).

Pursuant to the Offer Letters, Mr.

Dukes agreed to serve as Chief Operating Officer of the Company and Mr.

Long agreed to serve as Chief Financial Officer of the Company, and to report to the Company’s President and Chief Executive Officer.

Each executive’s employment is at- will and may be terminated by either the executive or the Company at any time, with or without cause.

The officers will receive a base salary of (a) $300,000 per year (Mr.

Dukes); and (b) $280,000 per year (Mr.

Long), payable in accordance with the Company’s normal payroll practices, subject to annual review.

Each officer is eligible for a discretionary annual cash performance bonus of up to 50% of his base salary, pro-rated for partial years, in the sole discretion of the Company.

The executives may also be considered for equity awards, including restricted stock or options, at the discretion of the Board.

Each officer also will receive a one-time bonus of $1,750, payable within thirty days of their employment start date, subject to continued employment with the Company on such payment date.

Each officer is required to maintain the confidentiality of the Company’s proprietary information and to perform the duties of their position, as assigned, to the satisfaction of the President and Chief Executive Officer.

The offer letters provide for certain severance benefits if the Company terminates an officer without cause including (a) six months of base salary and 100% of the executive’s 2025 annual bonus, if terminated prior to December 31, 2025, and (b) 100% of the 2025 bonus (if terminated after December 31, 2025, and prior to the payment of such 2025 bonus), plus the targeted annual bonus for any subsequent year of termination, and, if elected by the executive, continuation of health coverage under COBRA for six months, subject to the officer’s execution of a customary release of claims.

On January 27, 2026, 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 2025 cash bonuses (paid in February 2026) for (i) Mr.

Paul Pinkston, the Company’s Chief Accounting Officer, in the amount of $43,000, (ii) Mr.

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.

Douglas Schick, the President, CEO and Director of the Company, in the amount of $170,000, (iii) Mr.

Moore, the Executive Vice President, General Counsel and Secretary of the Company, in the amount of $131,000, (iv) Mr.

Jody Crook, the Chief Commercial Officer of the Company, in the amount of $125,000, (v) Reagan Tuck (R.T.), Chief Operating Officer of the Company, in the amount of $135,000, and (vi) Robert “Bobby” Long, Chief Financial Officer of the Company, in the amount of $126,000.

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.

The 2021 Incentive Plan was amended on August 29, 2024 to increase the number of shares reserved for issuance under the 2021 Incentive Plan by 250,000 to 650,000 shares of common stock.

Additionally, on October 29, 2025, the Board adopted, subject to shareholder approval, and on October 31, 2025, pursuant to a written consent to action without a meeting, the Company’s majority shareholders approved, an amendment to the 2021 Plan to increase by 250,000 shares, from 650,000 shares to 900,000 shares, the number of shares available under the 2021 Plan, which amendment became effective on February 27, 2026.

We refer to the 2021 Equity Incentive Plan as the 2021 Plan.

47 unchanged sentences

The options have a weighted average exercise price of $18.75 per share and have expiration dates ranging from 2027 to 2030.

On June 26, 2012, our Board of Directors adopted the Blast Energy Services, Inc.

2012 Equity Incentive Plan, which was approved by our stockholders on July 30, 2012 and subsequently renamed to the PEDEVCO Corp.

2012 Equity Incentive Plan in connection with our name change from Blast Energy Services, Inc.

to PEDEVCO Corp.

The 2012 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.

Subject to the provisions of the 2012 Equity Incentive Plan relating to adjustments upon changes in our common stock, an aggregate of 200,000 shares of common stock were reserved for issuance under the 2012 Equity Incentive Plan.

On April 23, 2014, the Board of Directors adopted an amended and restated 2012 Equity Incentive Plan, to increase by 500,000 shares, the number of awards available for issuance under the plan, which was approved by stockholders on June 27, 2014.

On July 27, 2015, the Board of Directors adopted an amended and restated 2012 Equity Incentive Plan, to increase by 300,000 shares, the number of awards available for issuance under the plan, which was approved by stockholders on October 7, 2015.

On October 21, 2016, the Board of Directors adopted an amended and restated 2012 Equity Incentive Plan, to increase by 500,000 shares, the number of awards available for issuance under the plan, which was approved by stockholders on December 28, 2016.

On November 6, 2017, the Board of Directors adopted an amended and restated 2012 Equity Incentive Plan, to increase by 1,500,000 shares, the number of awards available for issuance under the plan, which was approved by stockholders on December 28, 2017.

On August 10, 2018, the Board of Directors adopted an amended and restated 2012 Equity Incentive Plan, to increase by 3,000,000 shares, the number of awards available for issuance under the plan, which was approved by stockholders on September 27, 2018.

On July 1, 2019, the Board of Directors adopted an amended and restated 2012 Equity Incentive Plan, to increase by 2,000,000 shares (to 8,000,000 in aggregate), the number of awards available for issuance under the plan, which was approved by stockholders on August 28, 2019.

We refer to the 2012 Amended and Restated Incentive Plan as the 2012 Plan.

Our Board of Directors adopted the 2012 Plan to provide a means by which our employees, directors and consultants may be given an opportunity to benefit from increases in the value of our common stock, to assist in attracting and retaining the services of such persons, to bind the interests of eligible recipients more closely to our interests by offering them opportunities to acquire shares of our common stock and to afford such persons stock-based compensation opportunities that are competitive with those afforded by similar businesses.

Administration.

Unless it delegates administration to a committee, our Board of Directors administers the 2012 Plan.

Subject to the provisions of the 2012 Plan, our Board of Directors has the power to construe and interpret the 2012 Plan, and to determine:

(a) the fair value of common stock subject to awards issued under the 2012 Plan;

(b) the persons to whom and the dates on which awards will be granted;

(d) the number of shares of common stock to be subject to each award;

(e) the time or times during the term of each award within which all or a portion of such award may be exercised;

(f) the exercise price or purchase price of each award;

and (g) the types of consideration permitted to exercise or purchase each award and other terms of the awards.

Incentive stock options may be granted under the 2012 Plan only to employees of us and our affiliates.

Employees, directors and consultants of us and our affiliates are eligible to receive all other types of awards under the 2012 Plan.

Terms of Options and SARs.

The exercise price of incentive stock options may not be less than the fair market value of the common stock subject to the option on the date of the grant and, in some cases, may not be less than 110% of such fair market value.

The exercise price of non-statutory options also may not be less than the fair market value of the common stock on the date of grant.

Options granted under the 2012 Plan may be exercisable in cumulative increments, or “ vest, ” as determined by our Board of Directors.

Our Board of Directors has the power to accelerate the time as of which an option may vest or be exercised.

The maximum term of options, SARs and performance shares and units under the 2012 Plan is ten years, except that in certain cases, the maximum term is five years.

Options, SARs and performance shares and units awarded under the 2012 Plan generally will terminate three months after termination of the participant’s service, subject to certain exceptions.

A recipient may not transfer an incentive stock option otherwise than by will or by the laws of descent and distribution.

During the lifetime of the recipient, only the recipient may exercise an option, SAR or performance share or unit.

Our Board of Directors may grant non-statutory stock options, SARs and performance shares and units that are transferable to the extent provided in the applicable written agreement.

Terms of Restricted Stock Awards.

Our Board of Directors may issue shares of restricted stock under the 2012 Plan as a grant or for such consideration, including services, and, subject to the Sarbanes-Oxley Act of 2002, promissory notes, as determined in its sole discretion.

Shares of restricted stock acquired under a restricted stock purchase or grant agreement may, but need not, be subject to forfeiture to us or other restrictions that will lapse in accordance with a vesting schedule to be determined by our Board of Directors.

In the event a recipient’s employment or service with us terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement may be forfeited to us in accordance with such restricted stock agreement.

Rights to acquire shares of common stock under the restricted stock purchase or grant agreement shall be transferable by the recipient only upon such terms and conditions as are set forth in the restricted stock agreement, as our Board of Directors shall determine in its discretion, so long as shares of common stock awarded under the restricted stock agreement remain subject to the terms of such agreement.

Adjustment Provisions.

If any change is made to our outstanding shares of common stock without our receipt of consideration (whether through reorganization, stock dividend or stock split, or other specified change in our capital structure), appropriate adjustments may be made in the class and maximum number of shares of common stock subject to the 2012 Plan and outstanding awards.

In that event, the 2012 Plan will be appropriately adjusted in the class and maximum number of shares of common stock subject to the 2012 Plan, and outstanding awards may be adjusted in the class, number of shares and price per share of common stock subject to such awards.

Effect of Certain Corporate Events.

In the event of (a) a liquidation or dissolution of the Company;

(b) a merger or consolidation of the Company with or into another corporation or entity (other than a merger with a wholly-owned subsidiary);

or (d) a purchase or other acquisition of more than 50% of the outstanding stock of the Company by one person or by more than one person acting in concert, any surviving or acquiring corporation may assume awards outstanding under the 2012 Plan or may substitute similar awards.

Unless the stock award agreement otherwise provides, in the event any surviving or acquiring corporation does not assume such awards or substitute similar awards, then the awards will terminate if not exercised at or prior to such event.

Duration, Amendment and Termination.

Our Board of Directors may suspend or terminate the 2012 Plan without stockholder approval or ratification at any time or from time to time.

Unless sooner terminated, the 2012 Plan will terminate ten years from the date of its adoption by our Board of Directors, i.e., in June 2022.

Our Board of Directors may also amend the 2012 Plan at any time, and from time to time.

However, except as it relates to adjustments upon changes in common stock, no amendment will be effective unless approved by our stockholders to the extent stockholder approval is necessary to preserve incentive stock option treatment for federal income tax purposes.

Our Board of Directors may submit any other amendment to the 2012 Plan for stockholder approval if it concludes that stockholder approval is otherwise advisable.

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 $1.39 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

Unless otherwise indicated in the footnotes below, the address of each beneficial owner listed in the table below is c/o PEDEVCO Corp., 575 N.

Dairy Ashford, Suite 210, Houston, Texas 77079.

Number of Common Stock Shares Beneficially Owned (1)

Percent of Common Stock (1)

Common Stock (1)

Named Executive Officers and Directors

Edward Geiser (2)

Douglas Schick (3)

Douglas Evans (7)

All Named Executive Officers and Directors as a group (seven persons)

Reagan Tuck (R.T.) Dukes (5)

Robert “Bobby” Long (6)

Martyn Willsher (10)

Kristen Franklin (11)

All Named Executive Officers and Directors as a group (11 persons)

Greater than 5% Stockholders

The SGK 2018 Revocable Trust (8)

*Less than 1%.

Unless otherwise stated, the address of each stockholder is c/o PEDEVCO Corp., 575 N.

Dairy Ashford, Suite 210, Houston, Texas 77079.

Ownership voting percentages are based on 13,300,621 total shares of common stock which were outstanding as of March 27, 2026.

Consisting of the following:

(a) 51,791,325 shares of common stock held by The SGK 2018 Revocable Trust, a family trust of which Dr.

Kukes is the trustee, beneficiary and which Dr.

Kukes is deemed to beneficially own;

(b) 7,071,949 shares of fully-vested common stock held by 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 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.

Consisting of (a) 9,815 shares of PEDEVCO common stock received by Mr.

Schmidt on or about November 13, 2025 and subsequently transferred as described below, which vest at the rate of (i) 25% of the shares on January 31, 2026, (ii) 25% on April 30, 2026, (iii) 25% on July 31, 2026, and (iv) 25% on October 31, 2026, subject to Mr.

Schmidt’s continued service on the Board of Directors of PEDEVCO (the “Board”) on such vesting dates;

(b) 9,872 shares of PEDEVCO common stock received by Mr.

Geiser on or about February 27, 2026 and subsequently transferred as described below, which vest at the rate of (i) 25% of the shares on May 27, 2026, (ii) 25% on August 27, 2026, (iii) 25% on November 27, 2026, and (iv) 25% on February 27, 2027, subject to Mr.

Geiser’s continued service on the Board on such vesting dates;

and (c) and 6,841,877 shares of fully-vested PEDEVCO common stock.

Immediately upon receipt of by Messrs.

Schmidt and Geiser, the shares were transferred in various amounts to Juniper Capital II PED Holdings, LLC, which is wholly owned by Juniper Capital II, L.P.

Juniper Capital III PED Holdings, LLC, which is wholly owned by Juniper Capital III, L.P.

(“Fund III”);

NPR Partners PED Holdings, LLC, which is wholly owned by Juniper NPR Partners, L.P.

(“NPR Partners”);

North Peak Partners PED Holdings, LLC, which is wholly owned by Juniper North Peak Partners, L.P.

(“North Peak Partners”);

and J PED, LLC, which is wholly owned by Juniper Capital IV, L.P.

(“Fund IV”), since each of Mr.

Schmidt and Mr.

Geiser is a designated director of an affiliate of the above referenced funds.

The general partner of Fund II and NPR Partners has shared voting and dispositive power with respect to 1,726,107 shares of PEDEVCO Common Stock;

the general partner of Fund III has shared voting and dispositive power with respect to 3,140,969 shares of PEDEVCO Common Stock;

the general partner of North Peak Partners has shared voting and dispositive power with respect to 303,272 shares of PEDEVCO Common Stock;

and the general partner of Fund IV has shared voting and dispositive power with respect to 1,691,216 shares of PEDEVCO Common Stock.

Geiser, as the indirect, sole owner of the general partner of each of Fund II, Fund III, NPR Partners, North Peak Partners, and Fund IV, has shared voting and dispositive power with respect to the 6,861,564 shares of the PEDEVCO Common Stock collectively held for the benefit of Fund II, Fund III, NPR Partners, North Peak Partners and Fund IV.

Geiser disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

The address of each of Fund II, Fund III, NPR Partners, North Peak Partners and Fund IV is 2727 Allen Parkway, Suite 1850, Houston, Texas 77019.

Consisting of the following:

(a) 610,466 shares of fully-vested common stock held by Mr.

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

(a) 44,570 shares of fully-vested PEDEVCO common stock held by Mr.

(b) 75,417 unvested shares of PEDEVCO common stock held by Mr.

Schick, 8,750 of which vest on January 26, 2027, 8,333 of which vest on November 23, 2026, 8,334 of which vest on November 23, 2027, 16,666 of which vest on October 31, 2026, 16,667 of which vest on each of October 31, 2027 and October 31, 2028, in each case provided that Mr.

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

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

Schick which vest if the 30-day average closing price of the PEDEVCO common stock equals or exceeds $18.00 (as adjusted for stock splits) within four years after October 31, 2025, with the earliest possible vesting date being 30 days after October 31, 2026, and subject to the following further vesting provisions:

(i) if the price trigger is met between 1 year and 30 days and two years after October 31, 2025, one-third of the shares vest immediately and the rest vest on the second and third anniversaries of October 31, 2025;

(ii) if the price trigger is met between years 2 and 3 after October 31, 2025, two-thirds of the shares vest immediately and one-third vests on the third anniversary of October 31, 2025;

and (iii) if the price trigger is met after the third anniversary of October 31, 2025, all shares will vest immediately, and in each case provided that Mr.

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

If the price trigger is not met by the fourth anniversary of October 31, 2025, all 50,000 shares subject to the price trigger will be forfeited;

and (d) 22,727 shares of fully-vested PEDEVCO common stock held by American Resources, Inc., an entity owned and controlled by Mr.

Schick, and which shares may be deemed to beneficially owned by Mr.

Schick has voting control over his unvested shares of PEDEVCO common stock.

Consisting of the following:

(a) 330,334 shares of fully-vested common stock held by Mr.

(b) 2,867 fully-vested shares of common stock held by Mr.

(a) 29,058 shares of fully-vested PEDEVCO common stock held by Mr.

(b) 143 fully-vested shares of PEDEVCO common stock held by Mr.

Moore’s minor child, which he is deemed to beneficially own;

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

and (c) 44,167 unvested shares of PEDEVCO common stock held by Mr.

Moore, 7,500 of which vest on January 26, 2027, 5,833 of which vest on November 23, 2026 and 5,834 of which vest on November 23, 2027, 8,333 of which vest on each of October 31, 2026 and October 31, 2027, and 8,334 of which vest on October 31, 2028, in each case provided that Mr.

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

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

Moore has voting control over his unvested shares of PEDEVCO common stock.

Consisting of 55,892 shares of fully-vested PEDEVCO common stock held by Mr.

Consisting of 41,535 shares of fully-vested PEDEVCO common stock held by Mr.

Consisting of the following:

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

(a) 27,160 shares of fully-vested PEDEVCO common stock held by Mr.

and (b) 10,501 unvested shares of PEDEVCO common stock, 4,167 of which vest on January 26, 2027, 3,167 of which vest on November 23, 2026, and 3,167 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.

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

Pinkston has voting control over his unvested shares of PEDEVCO common stock.

Consisting of the following:

(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.

(a) 7,446 shares of fully-vested PEDEVCO common stock held by Mr.

(b) 25,971 unvested shares of PEDEVCO common stock, 1,167 of which vest on January 26, 2027, 4,902 of which vest on November 23, 2026, 4,902 of which vest on November 23, 2027, and 5,000 of which vest on each of October 31, 2026, October 31, 2027, and October 31, 2028, 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.

Crook has voting control over his unvested shares of PEDEVCO 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.

Evans remains a director, employee of, or consultant to us on such vesting date.

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

(a) 2,074 shares of fully-vested PEDEVCO common stock held by Mr.

and (b) 7,500 unvested shares of PEDEVCO common stock held by Mr.

Howie, all of which vest on July 7, 2026, provided that Mr.

Howie remains a director or employee of, or consultant to, the Company on such vesting date.

Consisting of the following:

(a) 349,500 shares of fully-vested common stock held by Mr.

and (b) 125,000 unvested shares of common stock, which vest on July 12, 2025, provided that Mr.

Scelfo remains a director, employee of, or consultant to us on such vesting date.

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

Consisting of 51,791,325 shares of common stock held by The SGK 2018 Revocable Trust.

(a) 1,431 fully-vested shares of PEDEVCO common stock held by Mr.

and (b) 4,296 unvested shares of PEDEVCO common stock held by Mr.

Willsher which vest with respect to 1,432 shares on each of April 30, 2026, July 31, 2026, and October 31, 2026, subject to Mr.

Willsher remaining a director or employee of, or consultant to, the Company on such vesting dates.

Willsher has voting control over his unvested shares of PEDEVCO common stock.

Consisting of the following:

(a) 1,431 fully-vested shares of PEDEVCO common stock held by Ms.

and (b) 4,296 unvested shares of PEDEVCO common stock held by Ms.

Franklin which vest with respect to 1,432 shares on each of April 30, 2026, July 31, 2026, and October 31, 2026, subject to Ms.

Franklin remaining a director or employee of, or consultant to, the Company on such vesting dates.

Franklin has voting control over her unvested shares of PEDEVCO common stock.

Consisting of:

(a) 406,097 shares held by Dr.

(b) 3,990,473 shares of PEDEVCO common stock held by The SGK 2018 Revocable Trust;

and (c) 150 shares of PEDEVCO common stock held by the spouse of Dr.

The SGK 2018 Revocable Trust is a family trust of which Dr.

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Equity compensation plans not approved by stockholders

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 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.

2021 Equity Incentive Plan.

Does not include shares of common stock available for issuance under the 2012 Plan or 2012 Pre-Merger Plan as the Company has determined that it can no longer issue awards thereunder.

Consists of options to purchase 104,200 shares of common stock issued and outstanding under the PEDEVCO 2021 Equity Incentive Plan.

Consists of 5,121,437 shares of common stock reserved and available for issuance under the PEDEVCO 2021 Equity Incentive Plan.

The Company’s equity compensation plans are discussed in greater detail above under “ Item 11.

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Related Transactions

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.

Concurrently with the Mergers, certain investors purchased 6,363,637 shares of the same Series A Convertible Preferred Stock at $5.50 per share ($ 11.00 per share on a post-reverse stock split basis) under subscription agreements (“PIPE Preferred Shares”).

Like the Merger Shares, these PIPE Preferred Shares are convertible into common stock at a 0.5-to-1 ratio, yielding 3,181,818 shares upon full conversion.

The PIPE Investors included (a) The SGK 2018 Revocable Trust, a family trust of which Dr.

Simon Kukes, the then Executive Chairman of PEDEVCO is trustee and beneficiary ($15,409,977);

(b) American Resources, Inc., an entity partially owned and controlled by J.

Douglas Schick, the Chief Executive Officer, President and member of the Board ($250,003);

Moore, the Executive Vice President, General Counsel and Secretary of the Company ($25,003);

Scelfo Revocable Trust Dated October 8, 2003, a trust of which John J.

Scelfo, a member of the Board, is trustee and beneficiary ($550,000);

Crook, the Chief Commercial Officer of the Company ($25,003);

(f) J PED, LLC, an entity affiliated with Juniper Capital Advisors, L.P.

($18,550,004);

(g) Reagan T.

Dukes, the then Chief Executive Officer of the Acquired Companies, who was appointed Chief Operating Officer of PEDEVCO at the closing of the Mergers ($52,503) and (h) Robert J.

Long, the then Chief Financial Officer of the Acquired Companies, who was appointed Chief Financial Officer, Treasurer and Principal Accounting/Financial Officer of the Company at the closing of the Mergers ($52,503).

The PIPE Preferred Share investment closed concurrently with the Mergers and the $35,000,004 of net proceeds raised by the Company pursuant to the PIPE Financing was used to pay off certain liabilities of the Acquired Companies in connection with the Mergers and certain expenses of the PIPE Financing and Mergers.

On February 27, 2026, a total of 5,325,000 shares of PEDEVCO common stock (the “Merger Conversion Shares”) were issued to affiliates of Century and North Peak upon the conversion of the Merger Preferred Shares and a total of 3,181,818 shares of Company common stock (the “PIPE Conversion Shares”) were issued to the PIPE Investors (the “Automatic Conversion Date Issuances”), including:

(a) 1,400,907 shares of Company common stock issued to the SGK Trust;

(b) 22,727 shares of PEDEVCO common stock issued to American Resources;

(d) 50,000 shares of Company common stock issued to the Scelfo Trust;

(e) 2,273 shares of PEDEVCO common stock issued to Jody D.

(f) 1,686,364 shares of Company common stock issued to J PED, LLC, an entity affiliated with Juniper;

(g) 4,773 shares of Company common stock issued to Reagan T.

and (h) 4,773 shares of Company common stock issued to Robert J.

Also on the Automatic Conversion Date, 169,485 shares of common stock were issued directly to certain third parties pursuant to a pre-existing agreement with Juniper, including (a) 51,922 shares of Company common stock issued to Reagan T.

Dukes and (y) 42,136 shares of Company common stock issued to Robert J.

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

Financial Statements and Supplementary Data ” - “ Note 15 – Share-Based Compensation ” and “ Note 19 – Subsequent Events ”, of this Annual Report on Form 10-K, all of which information and disclosures is incorporated by reference into this “ Item 13.

Certain Relationships and Related Transactions, and Director Independence ”.

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Our Board has determined that Mr.

Scelfo and Mr.

Evans are independent directors as defined in the NYSE American rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

Willsher, and Ms.

Franklin are independent directors as defined in the NYSE American rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

Accordingly, 50% of the members of our Board 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.

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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Our independent public accounting firm is Marcum LLP, Houston, Texas, PCAOB Auditor ID 688.

The following table presents fees for professional audit services performed by Marcum LLP for the audit of our annual financial statements for the years ended December 31, 2024 and 2023 (in thousands).

Change in Independent Registered Accounting Firm

On July 1, 2025, with the approval of the Audit Committee of the Board, the Company dismissed Marcum LLP (“ Marcum ”) as the Company’s independent registered public accounting firm, effective immediately.

Marcum had audited the Company’s financial statements for the years ended December 31, 2024 and 2023.

Also, on July 7, 2025, with the approval of the Audit Committee, the Company engaged Weaver and Tidwell, L.L.P.

(“ Weaver ”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.

Weaver also re-audited the Company’s financial statements for the year ended December 31, 2024, as part of their engagement.

The following table presents fees for professional services rendered by Marcum (PCAOB Auditor ID 688), the Company’s former independent registered public accounting firm, for the years ended December 31, 2025 and December 31, 2024 (in thousands):

Audit Fees (1)*

1 unchanged sentence

All Other Fees (4)

*Includes fees for our 2024 10K/A

The following table presents fees for professional services rendered by Weaver (PCAOB Auditor ID 410), the Company’s current independent registered public accounting firm, for the year ended December 31, 2025 (in thousands):

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

Audit fees include professional services rendered for (1) the audit of our annual financial statements for the fiscal years ended December 31, 2025 and 2024 and (ii) the reviews of the financial statements included in our quarterly reports on Form 10-Q for such years.

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It is the policy of our Board of Directors that all services to be provided by our independent registered public accounting firm, including audit services and permitted audit-related and non-audit services, must be pre-approved by our Board of Directors.

Our Board of Directors pre-approved all services, audit and non-audit, provided to us by Marcum LLP for 2024 and 2023.

Our Board of Directors pre-approved all services, audit and non-audit, provided to us by Weaver in 2025 and Marcum in 2025 and 2024.

EXHIBITS AND FINANCIAL STATEMENTS

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(3) Exhibits required by Item 601 of Regulation S-K

EXHIBIT INDEX

Incorporated By Reference

Filed or furnished With This Annual Report on

Filing Date/Period

Filed or furnished With This Annual Report on Form 10-K

Filing Date/Period End Date

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

Agreement and Plan of Merger, by and among PEDEVCO Corp., NP Merger Sub, LLC, COG Merger Sub, LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, and, solely for the limited purposes set forth therein, North Peak Oil & Gas Holdings, LLC, dated as of October 31, 2025

First Amendment to Agreement and Plan of Merger, by and among PEDEVCO Corp., NP Merger Sub, LLC, COG Merger Sub, LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, and, solely for the limited purposes set forth therein, North Peak Oil & Gas Holdings, LLC, dated as of October 31, 2025

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

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Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock filed with the Secretary of State of Texas on June 26, 2018

Bylaws of PEDEVCO Corp.

(formerly Blast Energy Services, Inc.)

Amendment to the Bylaws (December 3, 2012)

Amendment to Bylaws (October 21, 2016)

Amendment to Bylaws (August 25, 2022)

Second Amended and Restated Certificate of Designations of PEDEVCO Corp.

Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock filed with the Secretary of State of Texas on October 31, 2025

Second Amended and Restated Certificate of Formation of PEDEVCO Corp., filed with the Secretary of State of Texas on February 27, 2026

Certificate of Amendment to Second Amended and Restated Certificate of Formation, affecting a 1-for-20 Reverse Stock Split of the Outstanding Common Stock, filed with the Secretary of State of Texas on March 10, 2026

Amended and Restated Bylaws of PEDEVCO Corp.

dated October 29, 2025

Description of Securities of the Registrant*

1 unchanged sentence

PEDEVCO Corp.

2012 Equity Incentive Plan - Form of Restricted Shares Grant Agreement **

PEDEVCO Corp.

2012 Equity Incentive Plan - Form of Stock Option Agreement **

PEDEVCO Corp.

- Form of Indemnification Agreement

Executive Employment Agreement, dated June 10, 2011, by Pacific Energy Development Corp and Clark Moore

Gas Purchase Contract, dated December 1, 2011, by and between DCP Midstream, LP and Continental Resources, Inc., assigned to Red Hawk Petroleum, LLC by Continental Resources, Inc.

effective March 7, 2014

Gas Purchase Contract, dated April 1, 2012, as amended, by and between Sterling Energy Investments LLC and Continental Resources, Inc., assigned to Red Hawk Petroleum, LLC by Continental Resources, Inc.

effective March 7, 2014

Amendment No.

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Offer Letter with Jody Crook dated December 8, 2024

Form of Series A Convertible Preferred Stock Subscription Agreement (October 2025 PIPE Financing)

Shareholder Agreement, dated October 31, 2025, by and among PEDEVCO Corp., Century Oil and Gas Holdings, LLC, North Peak Oil & Gas Holdings, LLC, The SGK 2018 Revocable Trust

Form of Support Agreement dated October 31, 2025

Amended and Restated Credit Agreement dated as of October 31, 2025, among PEDEVCO Corp., as borrower, Citibank, N.A., as administrative agent, and the lenders party thereto

Second Amendment to PEDEVCO Corp.

2021 Equity Incentive Plan

Employment Agreement dated October 31, 2025, between PEDEVCO Corp.

Douglas Schick

Employment Agreement dated October 31, 2025, between PEDEVCO Corp.

and Jody Crook

Offer Letter dated October 30, 2025, between PEDEVCO Corp.

and Reagan Tuck Dukes

Offer Letter dated October 30, 2025, between PEDEVCO Corp.

and Robert J.

Code of Ethics and Business Conduct

Letter from Marcum LLP dated July 8, 2025

PEDEVCO Corp.

1 unchanged sentence

List of Subsidiaries of PEDEVCO CORP.

Consent of Marcum LLP

Consent of Weaver and Tidwell, L.L.P.*

Consent of Cawley, Gillespie & Associates, Inc.*

9 unchanged sentences

as of December 31, 2025

Charter of the Nominating and Corporate Governance Committee

Charter of the Compensation Committee

Charter of the Audit Committee

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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March 31, 2026

Chief Accounting Officer

/s/ Robert J.

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

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.

Executive Chairman and Director

March 31, 2025

Douglas Schick

3 unchanged sentences

(Principal Executive Officer)

Chief Accounting Officer

/s/ Robert J.

Chief Financial Officer and Treasurer

March 31, 2026

(Principal Financial and Accounting Officer)

/s/ Josh Schmidt

March 31, 2026

Douglas Evans

March 31, 2026

Douglas Evans

/s/ Martyn Willsher

March 31, 2026

Martyn Willsher

/s/ Kristel Franklin

March 31, 2026

Kristel Franklin

/s/ Edward Geiser

March 31, 2026

Edward Geiser

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