ped_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 3, 2026

PEDEVCO CORP.

(Exact name of registrant as specified in its charter)

Texas

001-35922

22-3755993

(State or other jurisdiction of incorporation or organization)

(Commission

file number)

(IRS Employer

Identification No.)

575 N. Dairy Ashford, Suite 210

Houston, Texas

77079

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 221-1768

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PED	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On March 3, 2026, PEDEVCO Corp. (the “Company”) issued a press release disclosing that the Company’s board of directors, with the authority previously provided to the board of directors by the majority stockholders of the Company, has approved a reverse stock split of its common stock, par value $0.001 per share (“Common Stock”) in a ratio of 1-for-20 (the “Reverse Stock Split”).

A copy of the press release is furnished hereto as Exhibit 99.1, and incorporated by reference into this Item 7.01 in its entirety.

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 8.01. Other Events.

The Reverse Stock Split is expected to become effective at 12:01 AM ET on March 13, 2026 (the “Effective Time”). Shares of the Company’s Common Stock are expected to begin trading on a post-split, post-name change, basis on the NYSE American at the open of trading on March 13, 2026. There will be no change in the Company’s trading symbol “PED” in connection with the Reverse Stock Split, but the Company’s CUSIP number will change to 70532Y402.

No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each holder of Common Stock will be entitled to receive a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Common Stock on the NYSE American on the trading day immediately prior to the Effective Time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated March 3, 2026
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.

Forward-Looking Statements

The press release furnished as Exhibit 99.1, to this Current Report on Form 8-K, contains forward-looking statements within the safe harbor provisions under the federal securities laws, including The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company and its subsidiaries to be materially different than those expressed or implied in such statements, as described in greater detail in the press release furnished as Exhibit 99.1. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and the Company’s website at https://www.PEDEVCO.com/ped/sec_filings, and specifically including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEDEVCO CORP.

Date: March 3, 2026	By:	/s/ J. Douglas Schick
		J. Douglas Schick
		President and Chief Executive Officer

EXHIBIT 99.1

PEDEVCO Announces 1-For-20 Reverse Stock Split

HOUSTON, TX / (Globe Newswire) March 3, 2026 - PEDEVCO Corp. (NYSE American: PED) (“PEDEVCO” or the “Company”), a domestic energy company engaged in the acquisition and development of strategic, high growth energy projects in the Rocky Mountain region, today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). The Reverse Stock Split is expected to become effective on March 13, 2026 at 12:01 a.m. EDT (the “Effective Time”), with shares expected to begin trading on the NYSE American on a split-adjusted basis at market open on March 13, 2026.

The primary goal of the Reverse Stock Split is to reduce the number of outstanding shares and proportionately increase the per-share trading price, resulting in a more streamlined capital structure following the Company’s recently completed transformative merger with certain portfolio companies controlled by Juniper Capital Advisors, L.P. The Board believes this action will enhance the Company’s capital markets profile, improve the clarity and consistency of per-share metrics, and better position the Company with a broader range of institutional investors.

As a result of the Reverse Stock Split, every 20 shares of the Company’s common stock issued and outstanding as of the Effective Time will be converted into one share of the Company’s common stock. No change will be made to the trading symbol for the Company’s shares of common stock, “PED”, in connection with the Reverse Stock Split, however, the Company’s CUSIP number will change to 70532Y402 following the Reverse Stock Split.

The Reverse Stock Split is not related to any exchange listing requirements. The Reverse Stock Split was approved by the Company’s majority stockholders via a written consent to action without meeting on October 31, 2025, as disclosed in greater detail in the Company’s definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on February 2, 2026 (the “Information Statement”), to be effected at the Board’s discretion within certain approved parameters. Following the effectiveness of the written consent on February 27, 2026, the final ratio was approved by the Company’s Board.

The Reverse Stock Split will reduce the number of shares of the Company’s outstanding common stock from approximately 266.0 million shares (as of the date of this press release) to approximately 13.3 million shares, subject to potential changes in the number of outstanding shares through the effective date of the Reverse Stock Split.

The Reverse Stock Split will affect all issued and outstanding shares of common stock. All outstanding options, and other securities entitling their holders to purchase or otherwise receive shares of common stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The number of shares available to be awarded under the Company’s equity incentive plans will also be appropriately adjusted. Following the Reverse Stock Split, the par value of the common stock will remain unchanged at $0.001 par value per share. The Reverse Stock Split will not change the authorized number of shares of common stock or preferred stock. No fractional shares will be issued in connection with the Reverse Stock Split, and stockholders who would otherwise be entitled to receive a fractional share will instead receive cash in lieu of such fractional share, based upon the closing sale price of the common stock on the trading day immediately prior to the Effective Time as reported on the NYSE American.

Additional information regarding the Reverse Stock Split is available in the Information Statement and will be included in a Current Report on Form 8-K which the Company plans to file with the SEC on the effective date of the Reverse Stock Split.

About PEDEVCO Corp.

PEDEVCO Corp (NYSE American: PED) is a publicly traded energy company engaged in the acquisition and development of strategic, high growth energy projects in the United States. The Company’s principal assets are its Rockies Assets located in the D-J Basin of Wyoming and Northern Colorado and the Powder River Basin in Wyoming. The Company also holds assets in the Permian Basin located in eastern New Mexico. PEDEVCO is headquartered in Houston, Texas. More information about PEDEVCO can be found at www.pedevco.com.

Forward-Looking Statements

This press release may contain forward-looking statements, including information about management’s view of PEDEVCO’s future expectations, plans and prospects, within the meaning of the federal securities laws, including the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). In particular, when used in the preceding discussion, the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements within the meaning of the Act and such laws, and are subject to the safe harbor created by the Act and applicable laws. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of PEDEVCO and its subsidiaries to be materially different than those expressed or implied in such statements. The forward-looking statements include statements regarding the anticipated effects of the proposed Reverse Stock Split, the Company’s capital structure, per-share trading price, capital markets profile, per-share metrics, and ability to attract institutional investors, and others that are included from time to time in filings made by PEDEVCO with the Securities and Exchange Commission, including, but not limited to, in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of its Form 10-Ks and Form 10-Qs and in the Information Statement. These reports and filings are available at www.sec.gov. The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on PEDEVCO’s future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Media Contact:

PEDEVCO Corp.

(713) 221-1768

[email protected]

Investor Relations Contact:

Sean Mansouri, CFA or Laurent Weil

Elevate IR

(720) 330-2829

[email protected]