PEDEVCO CORP
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
PED$13.34-8.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS
(1) Financial Statements
INDEX TO FINANCIAL STATEMENTS
| Audited Financial Statements for Years Ended December 31, 2025 and 2024 | |
|---|---|
| PEDEVCO Corp.: | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 410) | 95 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | 97 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | 98 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | 99 |
| Consolidated Statement of Changes in Shareholders’ Equity For the Years Ended December 31, 2025 and 2024 | 100 |
| Notes to Consolidated Financial Statements | 101 |
(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
(3) Exhibits required by Item 601 of Regulation S-K
EXHIBIT INDEX
| Incorporated By Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Description | Filed or furnished With This Annual Report on Form 10-K | Form | Exhibit | Filing Date/Period End Date | File Number |
| 1.1 | Sales Agreement, dated December 20, 2024 between PEDEVCO Corp., Roth Capital Partners, LLC and A.G.P./Alliance Global Partners | 8-K | 1.1 | 12/20/2024 | 001-35922 | |
| 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 | 10-Q | 2.2 | 11/3/2025 | 001-35922 | |
| 3.1 | Amended and Restated Certificate of Formation and Designation by Blast Acquisition Corp. and Pacific Energy Development Corp. | 8-K | 3.1 | 8/2/2012 | 000-53725 | |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Formation | 8-K | 3.1 | 4/23/2013 | 000-53725 | |
| 3.3 | Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of its Series A Convertible Preferred Stock | 8-K | 3.1 | 2/24/2015 | 001-35922 | |
| 3.4 | Certificate of Amendment to Certificate of Formation (1-for-10 Reverse Stock Split of Common Stock) | 8-K | 3.1 | 3/27/2017 | 333-64122 | |
| 3.5 | Amendment to 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 June 26, 2018 | 8-K | 3.1 | 6/26/2018 | 001-35922 | |
| 3.6 | 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 | |
| 3.7 | Second Amended and Restated Certificate of Formation of PEDEVCO Corp., filed with the Secretary of State of Texas on February 27, 2026 | 8-K | 3.1 | 3/13/2026 | 001-35922 | |
| 3.8 | 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 | 8-K | 3.2 | 11/13/2025 | 001-35922 | |
| 3.9 | Amended and Restated Bylaws of PEDEVCO Corp. dated October 29, 2025 | 8-K | 3.1 | 11/5/2025 | 001-35922 | |
| 4.1 | Description of Securities of the Registrant* | X | ||||
| 4.2 | Form of Common Stock Certificate for PEDEVCO CORP. | S-3 | 4.1 | 10/23/2013 | 333-191869 | |
| 10.1♦ | PEDEVCO Corp. - Form of Indemnification Agreement | 10-K | 10.11 | 3/31/2014 | 001-35922 |
|---|---|---|---|---|---|
| 10.2♦ | Executive Employment Agreement, dated June 10, 2011, by Pacific Energy Development Corp and Clark Moore | 10-K | 10.2 | 3/31/2014 | 001-35922 |
| 10.3♦ | Amendment No. 1 to Employment Agreement, dated January 11, 2013, by and between PEDEVCO Corp. and Clark R. Moore | 10-K | 10.58 | 3/31/2014 | 001-35922 |
| 10.4♦ | Offer Letter with J. Douglas Schick as President dated August 1, 2018 | 8-K | 10.4 | 8/1/2018 | 001-35922 |
| 10.5♦ | Offer Letter with Paul A. Pinkston as Chief Accounting Officer, dated October 16, 2018 | 8-K | 10.1 | 12/3/2018 | 001-35922 |
| 10.6♦ | PEDEVCO Corp. 2012 Amended and Restated Equity Incentive Plan | S-8 | 4.1 | 8/29/2019 | 333-233525 |
| 10.7♦ | Amendment No. 2 to Employment Agreement, effective April 1, 2020, entered into by and between Clark R. Moore and PEDEVCO Corp. | 8-K | 10.3 | 3/31/2020 | 001-35922 |
| 10.8♦ | Amendment No. 1 to Offer Letter, effective April 1, 2020, entered into by and between J. Douglas Schick and PEDEVCO Corp. | 8-K | 10.5 | 3/31/2020 | 001-35922 |
| 10.9♦ | PEDEVCO Corp. 2021 Equity Incentive Plan | 8-K | 10.1 | 9/1/2021 | 001-35922 |
| 10.10♦ | PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement | S-8 | 99.3 | 9/1/2021 | 333-259248 |
| 10.11♦ | PEDEVCO Corp. 2021 Equity Incentive Plan Form of Stock Option Grant Agreement | S-8 | 99.2 | 9/1/2021 | 333-259248 |
| 10.12♦ | Amendment No. 3 to Employment Agreement between PEDEVCO Corp. and Clark R. Moore | 8-K | 10.4 | 1/27/2022 | 001-35922 |
| 10.13# | Participation Agreement, dated September 12, 2023, entered into by and between PEDEVCO Corp. and Evolution Petroleum Corporation | 8-K | 10.1 | 9/13/2023 | 001-35922 |
| 10.14 | Stock Purchase Agreement dated November 9, 2023, by and between Pacific Energy Development Corp. and Tilloo Exploration and Production, LLC | 8-K | 10.1 | 11/9/2023 | 001-35922 |
| 10.15 | Promissory Note dated November 9, 2023, executed by Tilloo Exploration and Production, LLC | 8-K | 10.2 | 11/9/2023 | 001-35922 |
| 10.16 | Security Agreement dated November 9, 2023, by and between Pacific Energy Development Corp. and Tilloo Exploration and Production, LLC | 8-K | 10.3 | 11/9/2023 | 001-35922 |
| 10.17 | Security Agreement dated November 9, 2023, by and between Pacific Energy Development Corp. and Tilloo Exploration and Production, LLC | 8-K | 10.4 | 11/9/2023 | 001-35922 |
| 10.18 | Mortgage dated November 9, 2023, by and between Pacific Energy Development Corp. and Tilloo Exploration and Production, LLC | 8-K | 10.5 | 11/9/2023 | 001-35922 |
| 10.19♦ | First Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan | 8-K | 10.1 | 8/30/2024 | 001-35922 |
| 10.20# | Credit Agreement dated September 11, 2024, by and among PEDEVCO Corp., as borrower, and Citibank N.A., as Administrative Agent, and the Lenders Party Thereto | 8-K | 10.1 | 9/11/2024 | 001-35922 |
| 10.21♦ | Amendment No. 2 to Offer Letter between PEDEVCO Corp. and J. Douglas Schick, dated December 9, 2024 | 8-K | 10.3 | 12/11/2024 | 001-35922 |
| 10.22♦ | Offer Letter with Jody Crook dated December 8, 2024 | 8-K | 10.4 | 12/11/2024 | 001-35922 |
| 10.23 | Form of Series A Convertible Preferred Stock Subscription Agreement (October 2025 PIPE Financing) | 8-K | 10.1 | 11/3/2025 | 001-35922 |
| 10.24 | 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 |
| 10.25 | Form of Support Agreement dated October 31, 2025 | 8-K | 10.3 | 11/3/2025 | 001-35922 |
| 10.26# | 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 |
| 10.27♦ | Second Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan | 8-K | 10.7 | 11/3/2025 | 001-35922 |
| 10.28♦ | Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and J. Douglas Schick | 8-K | 10.1 | 11/3/2025 | 001-35922 |
| 10.29♦ | Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and Clark R. Moore | 8-K | 10.11 | 11/3/2025 | 001-35922 |
| 10.30♦ | Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and Jody Crook | 8-K | 10.12 | 11/3/2025 | 001-35922 |
| 10.31♦ | Offer Letter dated October 30, 2025, between PEDEVCO Corp. and Reagan Tuck Dukes | 8-K | 10.13 | 11/3/2025 | 001-35922 |
| 10.32♦ | Offer Letter dated October 30, 2025, between PEDEVCO Corp. and Robert J. Long | 8-K | 10.14 | 11/3/2025 | 001-35922 |
| 14.1 | Code of Ethics and Business Conduct | 8-K/A | 14.1 | 8/8/2012 | 000-53725 |
| 16.1 | Letter from Marcum LLP dated July 8, 2025 | 8-K | 16.1 | 7/8/2025 | 001-35922 |
| 19.1♦ | PEDEVCO Corp. First Amended and Restated Policy on Insider Trading** | 10-K | 19.1 | 3/31/2025 | 001-35922 |
| 21.1 · List of Subsidiaries of PEDEVCO CORP. · X | ||||||
|---|---|---|---|---|---|---|
| 23.1 · Consent of Weaver and Tidwell, L.L.P.* · X | ||||||
| 23.2 · Consent of Cawley, Gillespie & Associates, Inc.* · X | ||||||
| 31.1 · Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · X | ||||||
| 31.2 · Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · X | ||||||
| 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 · * | ||||||
| 97.1 | PEDEVCO Corp., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation ** | 10-Q | 10.2 | 11/9/2023 | 001-35922 | |
| 99.1 | Reserves Report of Cawley, Gillespie & Associates, Inc. for reserves of PEDEVCO Corp. as of December 31, 2025 | 8-K | 99.2 | 2/25/2026 | 001-35922 | |
| 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. | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. | X | ||||
| X | Filed herewith. |
|---|---|
| * | Furnished herein. |
| ♦ | Indicates management contract or compensatory plan or arrangement. |
| # | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. |
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