Pedevco Corp 10-Q for FY2025 Q3

Pedevco Corp (PED)

10-Q 2025-11-14 For: 2025-09-30

Added on April 06, 2026

About this 10-Q

Pedevco Corp filed this 10-Q on November 14, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6.96M; down 23.1% from $9.05M a year earlier
Net loss: $325K; compared with net income of $2.92M a year earlier
Diluted EPS: $0.00; compared with $0.03 a year earlier

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Texas		22-3755993
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

575 N. Dairy Ashford, Suite 210, Houston, Texas		77079
(Address of principal executive offices)		(Zip Code)

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
Cautionary Note Regarding Forward-Looking Statements		3

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	4

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6

	Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	7

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	45

Signatures		46

●	our business strategy;
●	our reserves;
●	our technology;
●	our cash flows and liquidity;
●	our financial strategy, budget, projections and operating results;
●	oil and natural gas realized prices;
●	our ability to successfully integrate the assets and operations of the Acquired Companies (as defined and discussed below), including the planned benefits of such transaction;
●	timing and amount of future production of oil and natural gas;
●	the availability of oil field labor;
●	the amount, nature and timing of capital expenditures, including future exploration and development costs;
●	drilling of wells;
●	government regulation and taxation of the oil and natural gas industry;
●	changes in, and interpretations and enforcement of, environmental and other laws and other political and regulatory developments, including in particular additional permit scrutiny in Colorado;
●	exploitation projects or property acquisitions;
●	costs of exploiting and developing our properties and conducting other operations;
●	general economic conditions in the United States and around the world, including the effect of regional or global health pandemics (such as, for example, the 2019 coronavirus (“COVID-19”)), recent changes in inflation and interest rates, tariffs and trade wars, and risks of recessions, including as a result thereof;
●	competition in the oil and natural gas industry;
●	effectiveness of our risk management activities;
●	environmental liabilities;
●	counterparty credit risk;
●	developments in oil-producing and natural gas-producing countries;
●	political conditions in or affecting oil, natural gas liquids (NGLs) and natural gas producing regions and/or pipelines, including in Eastern Europe, the Middle East and South America, for example, as experienced with the Russian invasion of the Ukraine in February 2022 and the current war in Israel, which conflicts are ongoing;
●	our future operating results;
●	future acquisition transactions;
●	our estimated future reserves and the present value of such reserves; and
●	our plans, objectives, expectations and intentions contained in this Quarterly Report are not historical.

Assets	September 30, 2025 (Unaudited)			December 31, 2024 (Restated)
Current assets:
Cash and cash equivalents	$	10,922		$	4,010
Note receivable, current		-			293
Accounts receivable – oil and gas		5,002			7,995
Prepaid expenses and other current assets		229			917
Total current assets		16,153			13,215

Oil and gas properties:
Oil and gas properties, subject to amortization, net		93,431			95,070
Oil and gas properties, not subject to amortization, net		14,400			8,442
Total oil and gas properties, net		107,831			103,512

Note receivable		-			933
Operating lease – right-of-use asset		256			224
Deferred income taxes		7,833			7,255
Other assets		3,815			3,210
Total assets	$	135,888		$	128,349

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	10,295		$	2,625
Accrued expenses		1,339			2,255
Revenue payable		2,208			1,266
Operating lease liabilities – current		178			99
Asset retirement obligations – current		616			663
Total current liabilities		14,636			6,908

Long-term liabilities:
Operating lease liabilities, net of current portion		79			129
Asset retirement obligations, net of current portion		5,805			5,708
Total liabilities		20,520			12,745

Commitments and contingencies

Shareholders’ equity:
Common stock, $0.001 par value, 200,000,000 shares authorized; 92,519,352 and 89,495,267 shares issued and outstanding, respectively		93			89
Additional paid-in capital		228,634			227,013
Accumulated deficit		(113,359	)		(111,498	)
Total shareholders’ equity		115,368			115,604
Total liabilities and shareholders’ equity	$	135,888		$	128,349

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025			2024		2025			2024
Revenue:
Oil and gas sales	$	6,961		$	9,050	$	22,669		$	28,977

Operating expenses:
Lease operating costs		2,095			2,556		8,305			8,635
Selling, general and administrative expense		1,525			1,343		4,815			4,221
Impairment of oil and gas properties		165			-		907			-
Depreciation, depletion, amortization and accretion		4,010			3,055		11,213			10,782
Total operating expenses		7,795			6,954		25,240			23,638

Gain on sale of oil and gas properties		-			735		1,021			735
Note receivable – credit loss		-			-		(1,378	)		-

Operating income (loss)		(834	)		2,831		(2,928	)		6,074

Other income (expense), net:
Interest income		69			84		196			326
Interest expense		(102	)		-		(102	)		-
Gain on sale of fixed asset		-			-		-			12
Other income (expense)		378			-		395			(43	)
Total other income		345			84		489			295
Income (loss) before income taxes		(489	)		2,915		(2,439	)		6,369
Income tax benefit		164			-		578			-

Net (loss) income	$	(325	)	$	2,915	$	(1,861	)	$	6,369

Earnings (loss) per common share:
Basic	$	(0.00	)	$	0.03	$	(0.02	)	$	0.07
Diluted	$	(0.00	)	$	0.03	$	(0.02	)	$	0.07

Weighted average number of common shares outstanding:
Basic		92,161,635			89,428,310		91,482,504			89,147,092
Diluted		92,161,635			89,428,310		91,482,504			89,147,092

	Nine Months Ended September 30,
	2025			2024
Cash Flows From Operating Activities:
Net (loss) income	$	(1,861	)	$	6,369
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		11,213			10,782
Impairment of oil and gas properties		907			-
Note receivable – credit loss		1,378			-
Amortization of right-of-use asset		122			83
Amortization of deferred financing costs		102			-
Share-based compensation expense		1,486			1,401
Disposition of escrow cash account		-			50
Deferred income taxes		(578	)		-
Gain on sale of oil and gas properties, net		(1,021	)		(735	)
Gain on disposal of fixed asset		-			(12	)
Changes in operating assets and liabilities:
Accounts receivable – oil and gas		2,882			467
Note receivable accrued interest		(41	)		(78	)
Prepaid expenses and other assets		(62	)		(543	)
Accounts payable		7,271			(1,088	)
Accrued expenses		(9,835	)		(6,041	)
Revenue payable		942			(2,108	)
Net cash provided by operating activities		12,905			8,547

Cash Flows From Investing Activities:
Cash paid for drilling and completion costs		(8,905	)		(23,134	)
Cash received for sale of oil and gas properties		2,923			1,115
Cash received for sale of vehicle		-			12
Cash paid for vehicle		-			(91	)
Net cash used in investing activities		(5,982	)		(22,098	)

Cash Flows From Financing Activities:
Proceeds from issuance of shares, net of offering costs		139			-
Net cash provided by investing activities		139			-

Net increase (decrease) in cash and restricted cash		7,062			(13,551	)
Cash and restricted cash at beginning of period		6,607			20,715
Cash and restricted cash at end of period	$	13,669		$	7,164

Supplemental Disclosure of Cash Flow Information
Noncash investing and financing activities:
Change in accrued oil and gas development costs	$	(8,843	)	$	5,009
Changes in estimates of asset retirement costs, net	$	476		$	56
Issuance of restricted common stock	$	4		$	2

					Additional
	Common Stock				Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Totals
Balances at December 31, 2024 (Restated)		89,495,267	$	89	$	227,013			(111,498	)	$	115,604
Issuance of restricted common stock		1,844,118		2		(2	)		-			-
Share-based compensation		-		-		475			-			475
Net income		-		-		-			140			140
Balances at March 31, 2025		91,339,385		91		227,486			(111,358	)	$	116,219
Issuance of common stock for cash proceeds, net		489,967		1		138			-			139
Share-based compensation		-		-		474			-			474
Net loss		-		-		-			(1,676	)		(1,676	)
Balances at June 30, 2025		91,829,352		92		228,098			(113,034	)	$	115,156
Issuance of restricted common stock		690,000		1		(1	)		-			-
Share-based compensation		-		-		537			-			537
Net income		-		-		-			(325	)		(325	)
Balances at September 30, 2025		92,519,352	$	93	$	228,634		$	(113,359	)	$	115,368

	As of December 31, 2024
CORRECTED CONSOLIDATED BALANCE SHEET	As Previously Reported			Impact of Adjustment			As Restated
Deferred income taxes	$	12,751		$	(5,496	)	$	7,255
Total assets		133,845			(5,496	)		128,349
Accumulated deficit		(106,002	)		(5,496	)		(111,498	)
Total shareholders’ equity		121,100			(5,496	)		115,604
Total liabilities and shareholders’ equity		133,845			(5,496	)		128,349

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Oil sales	$	6,176	$	8,250	$	19,430	$	26,656
Natural gas sales		377		176		1,542		799
Natural gas liquids sales		408		624		1,697		1,522
Total oil and gas sales	$	6,961	$	9,050	$	22,669	$	28,977

	September 30, 2025		December 31, 2024
Cash	$	10,922	$	4,010
Restricted cash included in other assets*		2,747		2,597
Total cash and restricted cash	$	13,669	$	6,607

	December 31, 2024*			Additions			Disposals			Transfers			September 30, 2025
Oil and gas properties, subject to amortization	$	210,039		$	3,296		$	(288	)	$	5,561		$	218,608
Oil and gas properties, not subject to amortization		14,738			14,452			(2,028	)		(5,561	)		21,601
Asset retirement costs		4,326			476			(91	)		-			4,711
Accumulated depreciation and depletion		(81,015	)		(10,591	)		-			-			(91,606	)
Accumulated impairment		(44,576	)		(907	)		-			-			(45,483	)
Total oil and gas properties, net	$	103,512		$	6,726		$	(2,407	)	$	-		$	107,831

	Nine Months Ended September 30, 2025
Balance at the beginning of the period ⁽¹⁾	$	6,371
Accretion expense		583
Liabilities settled		(504	)
Disposition of liabilities		(505	)
Changes in estimates, net		476
Balance at end of period ⁽²⁾	$	6,421

Remainder of 2025	$	47
2026		191
Thereafter		32
Total lease payments		270
Less imputed interest		(13	)
Total lease liability	$	257

	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)
Outstanding at December 31, 2024		1,835,667		$	1.12		2.4
Granted		464,000		$	0.85
Expired/Canceled		(215,667	)	$	1.68
Outstanding at September 30, 2025		2,084,000		$	1.00		2.5
Exercisable at September 30, 2025		1,156,666		$	1.14		1.6

	Nine Months Ended
	September 30, 2025
Cash paid for amounts included in the measurement of lease liabilities	$	122

	September 30, 2025
Operating lease – right-of-use asset	$	256

Operating lease liabilities - current	$	178
Operating lease liabilities - long-term		79
Total lease liability	$	257

	·	“Boe” refers to barrels of oil equivalent, determined using the ratio of one Bbl of crude oil, condensate or natural gas liquids, to six Mcf of natural gas;

	·	“Bopd” refers to barrels of oil day;

	·	“Mcf” refers to a thousand cubic feet of natural gas;

	·	“NGL” refers to natural gas liquids;

	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

	·	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission;

	·	“SWD” means a saltwater disposal well; and

	·	“Securities Act” refers to the Securities Act of 1933, as amended.

	·	General Overview. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of our MD&A.

	·	Strategy. Discussion of our strategy moving forward and how we plan to seek to increase stockholder value.

	·	Results of Operations and Financial Condition. An analysis of our financial results comparing the three and nine-month periods ended September 30, 2025, and 2024, and a discussion of changes in our consolidated balance sheets, cash flows and a discussion of our financial condition.

	·	Critical Accounting Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

	·	Positions PEDEVCO as a Premier Publicly-Traded Rockies-Focused Operator: The addition of substantial, oil-weighted, production and a large acreage position across the Northern DJ Basin and Powder River Basin (“PRB”), together with PEDEVCO’s existing DJ Basin production and acreage, transforms PEDEVCO into a premier publicly-traded Rockies-focused operator with approximately 320,000 net acres.

	·	Strong Cash Generation with Extensive Potential Drilling Inventory: The combined company generates significant cash flow, supported by its relatively high percentage oil production and competitive cost structure. With its large acreage position in the DJ Basin and Powder River Basin, combined with the multiple formations being developed in such areas, the Company has identified well over a decade of potential future drilling inventory on its existing position.

	·	Low-Cost Operator and Conservative Capital Structure: PEDEVCO remains a low-cost operator with low general and administrative expenses (G&A) and a conservative capital structure, which it expects to maintain in the future.

	·	Positioned for Organic Growth and Strategic Consolidation: PEDEVCO has thirty-two wells of varying working interest that have recently been completed or are scheduled to be completed in Q4 2025 and early Q1 2026, which are expected to generate material production growth for the Company over the next several months. Additionally, the Company plans to focus on strategic consolidation in its areas of focus with potential acquisitions possible, with the goal of delivering accretion and operational synergies to the benefit of shareholders, while maintaining a healthy capital structure.

·	Grow production, cash flow and reserves by developing our operated drilling inventory and participating opportunistically in non-operated projects. We believe our extensive inventory of drilling locations in the D-J Basin, Powder River Basin, and Permian Basin, combined with our operating expertise, will enable us to continue to deliver accretive production, cash flow and reserves growth. We believe the location, concentration and scale of our core leasehold positions, coupled with our technical understanding of the reservoirs, will allow us to efficiently develop our core areas and to allocate capital to maximize the value of our resource base.

·	Apply modern drilling and completion techniques and technologies. We own and intend to acquire additional properties that have been historically underdeveloped and underexploited. We believe our attention to detail and application of the latest industry advances in horizontal drilling, completions design, frac intensity and locally optimal frac fluids will allow us to successfully develop our properties.

·	Optimization of well density and configuration. We own properties that are legacy oil fields characterized by widespread vertical and horizontal development and geological well control. We utilize the extensive geological, petrophysical and production data of such legacy properties to confirm optimal well spacing and configuration using modern reservoir evaluation methodologies.

·	Maintain a high degree of operational control and/or form partnerships which allow for a high degree of control over non-operated properties. We believe that by retaining operational control and/or by forming partnerships which require consent and input by all partners in major development projects, we can efficiently manage the timing and amount of our capital expenditures and operating costs, and thus key in on the optimal drilling and completions strategies, which we believe will generate higher recoveries and greater rates of return per well.

·	Leverage extensive deal flow, technical and operational experience to evaluate and execute accretive acquisition opportunities. Our management and technical teams have an extensive track record of forming and building oil and gas businesses. We also have significant expertise in successfully sourcing, evaluating and executing acquisition opportunities. We believe our understanding of the geology, geophysics and reservoir properties of potential acquisition targets will allow us to identify and acquire highly prospective acreage in order to grow our reserve base and maximize stockholder value.

·	Preserve financial flexibility to pursue organic and external growth opportunities. We intend to maintain a disciplined financial profile in order to provide flexibility across various commodity and market cycles.

	·	production volumes;
	·	realized prices on the sale of oil and natural gas, including the effects of our commodity derivative contracts;
	·	oil and natural gas production and operating expenses;
	·	capital expenditures;
	·	general and administrative expenses;
	·	net cash provided by operating activities; and
	·	net income.

	Three Months Ended
	September 30,				Increase			% Increase
	2025		2024		(Decrease)			(Decrease)
Sale Volumes:
Crude Oil (Bbls)		96,864		108,810		(11,946	)	(11%)
Natural Gas (Mcf)		128,369		142,669		(14,300	)	(10%)
NGL (Bbls)		17,007		23,508		(6,501	)	(28%)
Total (Boe) ⁽¹⁾		135,266		156,096		(20,830	)	(13%)

Crude Oil (Bbls per day)		1,053		1,183		(130	)	(11%)
Natural Gas (Mcf per day)		1,395		1,551		(156	)	(10%)
NGL (Bbls per day)		185		256		(71	)	(28%)
Total (Boe per day) ⁽¹⁾		1,471		1,698		(227	)	(13%)

Average Sale Price:
Crude Oil ($/Bbl)	$	63.76	$	75.82	$	(12.06	)	(16%)
Natural Gas ($/Mcf)		2.94		1.23		1.71			139%
NGL ($/Bbl)		24.00		26.53		(2.53	)	(10%)

Net Operating Revenues (in thousands):
Crude Oil	$	6,176	$	8,250	$	(2,074	)	(25%)
Natural Gas		377		176		201			114%
NGL		408		624		(216	)	(35%)
Total Revenues	$	6,961	$	9,050	$	(2,089	)	(23%)

	Nine Months Ended September 30,
	2025			2024
Cash flows provided by operating activities	$	12,905		$	8,547
Cash flows used in investing activities		(5,982	)		(22,098	)
Cash flows provided by financing activities		139			-
Net increase (decrease) in cash and restricted cash	$	7,062		$	(13,551	)

	·	combining the companies’ operations and corporate functions;

	·	combining the businesses of PEDEVCO and the Acquired Companies and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve any cost savings or other synergies anticipated to result from the Mergers, the failure of which would result in the anticipated benefits of the Mergers not being realized in the time frame currently anticipated or at all;

	·	integrating personnel from the companies;

	·	integrating and unifying our reserves and the development of our new PUDs;

	·	identifying and eliminating underperforming or uncertain wells;

	·	harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

	·	maintaining existing agreements with customers, suppliers, distributors and vendors, avoiding delays in entering into new agreements with prospective customers, suppliers, distributors and vendors, and leveraging relationships with such third parties for the benefit of the combined company;

	·	addressing possible differences in business backgrounds, corporate cultures and management philosophies;

	·	consolidating the companies’ administrative and information technology infrastructure;

	·	coordinating distribution and marketing efforts; and

	·	effecting actions that may be required in connection with obtaining regulatory or other governmental approvals.

		Incorporated By Reference
No.	Description		Form	Exhibit	Filing Date	File Number
2.1♦	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		8-K	2.1	11/3/2025	001-35922
2.2*	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
3.1	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		8-K	3.1	11/3/2025	001-35922
3.2	Amended and Restated Bylaws of PEDEVCO Corp. dated October 29, 2025		8-K	3.2	11/3/2025	001-35922
10.1	PEDEVCO Corp. 2021 Equity Incentive Plan(#)		8-K	10.1	9/1/2021	001-35922
10.2	First Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan(#)		8-K	10.1	8/30/2024	001-35922
10.3	PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement(#)		S-8	99.3	9/1/2021	333-259248
10.4	PEDEVCO Corp. - Form of Indemnification Agreement(#)		8-K	10.11	3/31/2024	001-35922
10.5	Form of Series A Convertible Preferred Stock Subscription Agreement (October 2025 PIPE Financing)		8-K	10.1	11/3/2025	001-35922
10.6	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		8-K	10.2	11/3/2025	001-35922
10.7	Form of Support Agreement dated October 31, 2025		8-K	10.3	11/3/2025	001-35922
10.8♦	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		8-K	10.4	11/3/2025	001-35922
10.9#	PEDEVCO Corp. 2021 Equity Incentive Plan		8-K	10.1	9/1/2021	001-35922
10.10#	First Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan		8-K	10.1	8/30/2024	001-35922
10.11#	Second Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan		8-K	10.7	11/3/2025	001-35922
10.12#	PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement		S-8	99.3	9/1/2021	333-259248
10.13#	Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and J. Douglas Schick		8-K	10.1	11/3/2025	001-35922
10.14#	Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and Clark R. Moore		8-K	10.11	11/3/2025	001-35922
10.15#	Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and Jody Crook		8-K	10.12	11/3/2025	001-35922
10.16#	Offer Letter dated October 30, 2025, between PEDEVCO Corp. and Reagan Tuck Dukes		8-K	10.13	11/3/2025	001-35922
10.17#	Offer Letter dated October 30, 2025, between PEDEVCO Corp. and Robert J. Long		8-K	10.14	11/3/2025	001-35922
16.1	Letter from Marcum LLP dated July 8, 2025		8-K	16.1	7/8/2025	001-35922
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	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
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

	PEDEVCO Corp.

November 14, 2025	By:	/s/ J. Douglas Schick
		J. Douglas Schick
		President and Chief Executive Officer
		(Principal Executive Officer)

	PEDEVCO Corp.

November 14, 2025	By:	/s/ Paul A. Pinkston
		Paul A. Pinkston
		Chief Accounting Officer
		(Principal Financial and Accounting Officer)

	NPOG

	NORTH PEAK OIL & GAS, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

	COG

	CENTURY OIL AND GAS SUB-HOLDINGS, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

	PARENT
	PEDEVCO CORP.

	By:	/s/ John Douglas Schick
	Name:	John Douglas Schick
	Title:	President and CEO

	FIRST MERGER SUB
	NP MERGER SUB, LLC

	By:	/s/ John Douglas Schick
	Name:	John Douglas Schick
	Title:	President

	SECOND MERGER SUB
	COG MERGER SUB, LLC

	By:	/s/ John Douglas Schick
	Name:	John Douglas Schick
	Title:	President

	MEMBERS’ REPRESENTATIVE
	NORTH PEAK OIL & GAS HOLDINGS, LLC, solely for purposes of Section Error! Reference source not found., Section Error! Reference source not found., Section Error! Reference source not found. and Section Error! Reference source not found. herein

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

1.	I have reviewed this quarterly report on Form 10-Q of PEDEVCO Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.