Juniper Capital III GP, L.P. 4
4 · PEDEVCO CORP · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
PEDEVCO (PED) 10% Owner Juniper Capital Converts Preferred to 62.8M Shares
What Happened
- Juniper Capital III GP, L.P., reported as a 10% owner, principally acquired 62,793,710 shares of PEDEVCO common stock on Feb 27, 2026 through the automatic conversion of Convertible Series A Preferred Stock into common stock at a 10-for-1 ratio. The filing shows no cash price for that conversion (conversion automatic per terms).
- The filing also reports related movements on the same date: 154,600 shares were issued directly to third parties (reported as a disposition at $0.00), 90,400 shares were recorded as acquired at $0.00, and 6,279,371 derivative-conversion shares were reported as disposed at $0.00. No dollar sale proceeds are shown for these transfers.
Key Details
- Transaction date: February 27, 2026 (Automatic Conversion Date under the preferred's terms).
- Conversion detail: Series A preferred converted at a 10-for-1 ratio into common stock (footnotes F1, F6).
- Prices shown: $0.00 for the reported dispositions/acquisitions tied to transfers; primary conversion reported as N/A (no cash consideration).
- Shares owned after transaction: not specified as beneficial ownership is disclaimed by the reporting person except to the extent of pecuniary interest (see footnote F2). The filer is identified as a 10% owner.
- Notable footnotes: (F2) conversion shares were issued to affiliates (Fund III Holdings and others); (F3) 154,600 shares were issued directly to third parties per pre-existing agreements; (F4) an unrelated director grant to Edward Geiser resulted in some shares being transferred to Fund III Holdings; (F5) some restricted shares subject to vesting/forfeiture under the Issuer's 2021 Equity Incentive Plan.
- Filing timeliness: Reported on March 3, 2026 for a Feb 27, 2026 transaction—filed within the standard two-business-day Section 16 reporting window.
Context
- This was not an open-market purchase or sale: the large position change resulted from the automatic conversion of preferred stock into common stock (a corporate capitalization event), not a market trade. Transfers of shares to third parties and affiliates reflect internal allocations and pre-existing agreements rather than typical insider buying/selling.
- As a 10% owner reporting through an institutional general partner, this filing reflects institutional/structural holdings and allocations; it should not be read as an individual executive’s market-timing signal.
Insider Transaction Report
Form 4
PEDEVCO CORPPED
Juniper Capital III GP, L.P.
10% Owner
Transactions
- Conversion
Common Stock
[F1][F2]2026-02-27+62,793,710→ 62,883,596 total(indirect: See footnote) - Other
Common Stock
[F3][F2]2026-02-27−154,600→ 62,778,996 total(indirect: See footnote) - Other
Common Stock
[F4][F5][F2]2026-02-27+90,400→ 62,819,396 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
[F6][F2]2026-02-27−6,279,371→ 0 total(indirect: See footnote)→ Common Stock (62,793,710 underlying)
Footnotes (6)
- [F1]On the Automatic Conversion Date (defined below), the Convertible Series A Preferred Stock converted into Common Stock of the Issuer automatically pursuant to its terms based on a conversion ratio of 10-for-1.
- [F2]Prior to the Automatic Conversion Date, the shares of Series A Convertible Preferred Stock were held of record by North Peak Oil & Gas Holdings, LLC ("NPOG") and Century Oil and Gas Holdings, LLC ("COG"). On the Automatic Conversion Date, the shares of Common Stock were issued to affiliates of NPOG and COG including Juniper Capital III PED Holdings II, LLC ("Fund III Holdings"). The Reporting Person may be deemed to have voting and dispositive power over such securities by virtue of its general partner interest in Juniper Capital III, L.P., a Delaware limited partnership and investment fund that wholly owns and controls Fund III Holdings. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
- [F3]On the Automatic Conversion Date, 154,600 shares of Common Stock that were previously beneficially owned by the Reporting Person on behalf of certain third parties were issued directly to such third parties pursuant to a pre-existing agreement with affiliates of the Reporting Person.
- [F4]Edward Geiser received a grant of Common Stock in consideration for services rendered and agreed to be rendered as a member of the Board of Directors of the Issuer (the "Board"). Upon receipt by Mr. Geiser, the shares of Common Stock were transferred, in part, to Fund III Holdings since Mr. Geiser is a designated director of an affiliate of the Reporting Person.
- [F5]The shares of restricted Common Stock were issued to the Reporting Person pursuant to the Issuer's 2021 Equity Incentive Plan and are subject to forfeiture. The shares vest at the rate of (i) 25% of the shares on the three (3) month anniversary of February 27, 2026; (ii) 25% on the six (6) month anniversary of February 27, 2026; (iii) 25% on the nine (9) month anniversary of February 27, 2026; and (iv) 25% on the twelve (12) month anniversary of February 27, 2026, subject to the Reporting Person's continued service on the Board on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Issuer and an affiliate of the Reporting Person. Exempt from Section 16(b) pursuant to Rule 16b-3.
- [F6]The Convertible Series A Preferred Stock was not convertible until the expiration of the twenty calendar day period (the "Automatic Conversion Date") commencing on the distribution to the Issuer's shareholders in accordance with Rule 14c-2 of Regulation 14C promulgated under the Securities and Exchange Act of 1934, as amended, of an information statement disclosing, among other things, the approval of such conversion and related matters by the majority stockholders of the Issuer which occurred on October 31, 2025, which Automatic Conversion Date was February 27, 2026.
Signature
/s/ Edward Geiser|2026-03-03