PEDEVCO Restates 2024 Financials Amid Tax & Depletion Errors

TL;DR

**PEDEVCO's repeated restatements scream 'avoid' until they fix their broken financial controls.**

AI Summary

PEDEVCO Corp. filed an Amendment No. 2 on Form 10-K/A on October 29, 2025, to restate its audited financial statements for the fiscal year ended December 31, 2024, and prior periods. This restatement was primarily due to an error in accounting for prior period net operating losses in the tax provision calculation, which led to an overstatement of the Company's tax benefit and deferred income tax account. Additionally, the Company previously identified and corrected an overstatement of depletion expense related to its oil and gas properties for the fiscal years ended December 31, 2023, and December 31, 2022. The Audit Committee concluded on October 27, 2025, that the previously issued financial statements for the Affected Period should no longer be relied upon. The filing also includes updated disclosures for oil and gas producing activities, such as new tables for production, well summaries, and drilling activity, and expanded discussions on reserve estimation technologies and changes in proved reserves. The Company's disclosure controls and procedures remained ineffective as of December 31, 2024, due to unremeditated material weaknesses and an additional material weakness related to the identified errors.

Why It Matters

This restatement signals significant internal control deficiencies at PEDEVCO, impacting investor confidence in the accuracy of past financial reporting. The repeated need for restatements, first for depletion expense in 2022 and 2023, and now for tax provisions in 2024, suggests a systemic issue in financial oversight. For investors, this raises red flags about the reliability of PED's earnings and balance sheet, potentially leading to increased volatility and a re-evaluation of the company's valuation compared to competitors in the oil and gas sector. Employees and customers might perceive instability, while regulators will scrutinize the company's compliance and internal controls more closely.

Risk Assessment

Risk Level: high — The risk level is high due to multiple material weaknesses in internal control over financial reporting, including an additional material weakness identified in this filing related to the tax provision error. The Audit Committee concluded on October 27, 2025, that the previously issued audited financial statements for the fiscal year ended December 31, 2024, should no longer be relied upon, indicating a severe lack of financial reporting reliability.

Analyst Insight

Investors should exercise extreme caution and consider divesting or avoiding PEDEVCO shares until the company demonstrates a clear and sustained remediation of its internal control weaknesses. Await future filings that confirm effective internal controls and consistent, reliable financial reporting before considering any investment.

Key Numbers

• $23.8M — Aggregate market value of non-affiliate common equity (as of June 30, 2024, based on a closing price of $0.9046 on June 28, 2024)
• 91.3M — Shares of common stock outstanding (as of March 28, 2025)

Key Players & Entities

• PEDEVCO Corp. (company) — registrant filing the 10-K/A
• Marcum LLP (company) — former independent registered public accounting firm
• Audit Committee (company) — concluded financial statements should not be relied upon
• SEC (regulator) — Securities and Exchange Commission
• $0.9046 (dollar_amount) — closing price of common stock on June 28, 2024
• $23,784,416 (dollar_amount) — aggregate market value of non-affiliate common equity as of June 30, 2024
• 91,339,385 (dollar_amount) — shares of common stock outstanding as of March 28, 2025
• Houston, Texas (company) — location of PEDEVCO Corp. principal executive offices and Marcum LLP

FAQ

Risk Factors

• Restatement of Financial Statements [high — financial]: PEDEVCO Corp. restated its audited financial statements for the fiscal year ended December 31, 2024, and prior periods due to an error in accounting for prior period net operating losses in the tax provision calculation. This led to an overstatement of the tax benefit and deferred income tax account. The Audit Committee concluded that previously issued financial statements should no longer be relied upon.
• Ineffective Disclosure Controls and Procedures [high — operational]: The Company's disclosure controls and procedures remained ineffective as of December 31, 2024. This is attributed to unremeditated material weaknesses and an additional material weakness related to the identified accounting errors.
• Overstatement of Depletion Expense [medium — operational]: The company previously identified and corrected an overstatement of depletion expense related to its oil and gas properties for the fiscal years ended December 31, 2023, and December 31, 2022. This indicates potential issues in accounting for core operational assets.
• Reliance on Restated Financials [high — regulatory]: The restatement of financial statements means that investors and regulators can no longer rely on the previously issued audited financials for the affected periods. This raises concerns about the accuracy and reliability of past reporting.

Industry Context

PEDEVCO Corp. operates in the oil and gas exploration and production sector. This industry is capital-intensive and subject to significant price volatility for commodities like crude oil and natural gas. Companies in this space face ongoing challenges related to reserve management, drilling efficiency, and regulatory compliance, all of which impact financial performance and investor confidence.

Regulatory Implications

The restatement of financial statements and the identification of material weaknesses in internal controls can attract increased scrutiny from the SEC and other regulatory bodies. Investors will be looking for clear evidence of remediation and improved compliance to restore confidence in the company's financial reporting and governance.

What Investors Should Do

1. Review restated financial statements carefully.
2. Assess the company's remediation plan for material weaknesses.
3. Monitor future filings for improved accuracy and control.

Key Dates

• 2025-10-29: Amendment No. 2 on Form 10-K/A filed — Restates financial statements for FY 2024 and prior periods due to accounting errors, impacting reliance on prior disclosures.
• 2025-10-27: Audit Committee conclusion on restatement — Formal determination that previously issued financial statements for the affected period should no longer be relied upon.
• 2025-03-31: Original Form 10-K filed — Initial filing of the annual report for the fiscal year ended December 31, 2024.
• 2025-05-12: Amendment No. 1 to Form 10-K filed — First amendment to the original Form 10-K, prior to the significant restatement.

Glossary

Form 10-K/A

An amendment to a company's annual report on Form 10-K, used to correct or supplement information previously filed. (This filing is an amendment to correct significant accounting errors in previously issued financial statements.)

Restatement

The process of correcting previously issued financial statements that were found to be materially misstated. (PEDEVCO Corp. is restating its financial statements due to accounting errors, indicating a need for investor caution.)

Net operating losses

The amount by which a company's allowable deductions exceed its gross income in a taxable year. (An error in accounting for these losses in the tax provision calculation led to the restatement.)

Tax provision

The amount of income tax expense reported on a company's income statement. (The error in calculating the tax provision for prior period net operating losses necessitated the financial restatement.)

Deferred income tax account

An account that reflects the future tax consequences of temporary differences between the carrying amount of an asset or liability and its tax basis. (This account was overstated due to the accounting error, contributing to the need for restatement.)

Depletion expense

An accounting charge that reflects the reduction of a company's natural resources as they are consumed or extracted. (Prior overstatement of this expense related to oil and gas properties indicates past accounting issues.)

Disclosure controls and procedures

A system designed to ensure that a company's public disclosures are timely, accurate, and compliant with SEC regulations. (The continued ineffectiveness of these controls, due to material weaknesses, is a significant concern for investors.)

Material weakness

A deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. (The presence of material weaknesses, including one related to the restatement error, highlights significant internal control deficiencies.)

Year-Over-Year Comparison

This 10-K/A filing represents a significant departure from the original Form 10-K filed on March 31, 2025, due to the material restatement of financial results for the fiscal year ended December 31, 2024, and prior periods. The primary driver for this restatement was an accounting error related to net operating losses in the tax provision, leading to an overstatement of tax benefits. Furthermore, the company disclosed prior overstatements of depletion expense for 2023 and 2022. A key negative development is the continued ineffectiveness of disclosure controls and procedures, stemming from unremeditated material weaknesses and a new one linked to the restatement errors.

Key Financial Figures

• $0.001 — ange on which registered Common Stock,$0.001 Par Value Per Share PED NYSE Americ
• $0.9046 — arter), based upon the closing price of $0.9046 on June 28, 2024, the last reported tra

Filing Documents

• ped_10ka.htm (10-K/A) — 2310KB
• ped_ex231.htm (EX-23.1) — 3KB
• ped_ex232.htm (EX-23.2) — 8KB
• ped_ex311.htm (EX-31.1) — 10KB
• ped_ex312.htm (EX-31.2) — 9KB
• ped_ex321.htm (EX-32.1) — 4KB
• ped_ex322.htm (EX-32.2) — 4KB
• ped_ex232img2.jpg (GRAPHIC) — 3KB
• ped_10kaimg9.jpg (GRAPHIC) — 29KB
• ped_10kaimg8.jpg (GRAPHIC) — 45KB
• ped_10kaimg7.jpg (GRAPHIC) — 6KB
• ped_10kaimg11.jpg (GRAPHIC) — 121KB
• ped_10kaimg10.jpg (GRAPHIC) — 57KB
• 0001654954-25-012328.txt ( ) — 7920KB
• ped-20241231.xsd (EX-101.SCH) — 54KB
• ped-20241231_lab.xml (EX-101.LAB) — 316KB
• ped-20241231_cal.xml (EX-101.CAL) — 49KB
• ped-20241231_pre.xml (EX-101.PRE) — 272KB
• ped-20241231_def.xml (EX-101.DEF) — 135KB
• ped_10ka_htm.xml (XML) — 981KB

Business

Business 11 Item 1A.

Risk Factors

Risk Factors 40 Item 1B. Unresolved Staff Comments 75 Item 1C. Cybersecurity 75 Item 2.

Properties

Properties 76 Item 3.

Legal Proceedings

Legal Proceedings 76 Item 4. Mine Safety Disclosures 76 PART II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 77 Item 6. [Reserved] 77 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 78 Item 7A. Quantitative and Qualitative Disclosure About Market Risk 86 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 87 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 122 Item 9A.

Controls and Procedures

Controls and Procedures 122 Item 9B. Other Information 123 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 123 PART III Item 10. Directors, Executive Officers and Corporate Governance 124 Item 11.

Executive Compensation

Executive Compensation 135 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 146 Item 13. Certain Relationships and Related Transactions, and Director Independence 148 Item 14. Principal Accounting Fees and Services 149 PART IV Item 15. Exhibits and Financial Statement Schedules 151 Item 16. Form 10-K/A Summary 154 2 Table of Contents EXPLANATORY NOTE PEDEVCO Corp. (" we ," " us ," " PEDEVCO " or the " Company ") is filing this Amendment No. 2 on Form 10-K/A (the " Form 10-K/A " or " Amendment No. 2 ") to amend and restate certain items in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the " SEC ") on March 31, 2025, and amended by Amendment No. 1 thereto, filed with the SEC on May 12, 2025 (as amended through Amendment No. 1 thereof, the " Original Form 10-K "). As previously disclosed in the Current Report on Form 8-K filed with the SEC on October 29, 2025, on October 27, 2025, the Audit Committee (the " Audit Committee ") of the Board of Directors (the " Board ") of the Company, after discussion with the Company's former independent registered public accounting firm, Marcum LLP (" Marcum "), concluded that the Company's previously issued audited financial statements as of and for the fiscal year ended December 31, 2024 (the " Affected Period "), originally included in the Original Form 10-K (the " Prior Financial Statements "), should no longer be relied upon and should be restated due to an error in the accounting for the prior period net operating losses in the calculation of the tax provision for the impacted period (the " Error "). This Error resulted in an overstatement of the Company's tax benefit and deferred income tax account during the impacted period. This Amendment No. 2 includes restated audited financial statements for the Affected Period which address and correct the Error. Refer to Note 4, Restatement of P

, Item 1, "Business,"

Part I, Item 1, "Business,"

, Item 1A, "Risk Factors,"

Part I, Item 1A, "Risk Factors,"

, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations,"

Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations,"

, Item 8, "Financial Statements and Supplementary Data,"

Part II, Item 8, "Financial Statements and Supplementary Data,"

, Item 9A, "Controls and Procedures," and

Part II, Item 9A, "Controls and Procedures," and

, Item 15. Exhibits and Financial Statement Schedules

Part IV, Item 15. Exhibits and Financial Statement Schedules. This Amendment No. 2 is presented as of the filing date of the Original Form 10-K, does not reflect events occurring after that date, and does not modify or update disclosures in any way other than as required to reflect the restatement of the Affected Period and to address the items discussed above. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Unless the context otherwise requires, references to our "Annual Report on Form 10-K" herein refer to this Amendment No. 2. In accordance with applicable SEC rules, this Amendment No. 2 includes an updated signature page and certifications of the Company's Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2 and 32.1 and 32.2, as required by Rule 12b-15. This Amendment No. 2 also contains an updated audit report in Part II, Item 8. 4 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this " Report " or " Annual Report ") includes forward-looking statements within the meaning of the federal securities laws, including The Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the words " believes, " " expects, " " anticipates, " " intends, " " projects, " " estimates, " " plans, " " may, " and similar expressions or future or conditional verbs such as " should ", " would ", and " could " are generally forward-looking in nature and not historical facts. Forward-looking statements which are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this Report, regarding our strategy, fu

Forward-looking statements may include statements about

Forward-looking statements may include statements about: 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; 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, 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, 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; our plans, objectives, expectations and intentions contained in this Annual Report that are not historical; and those risks discussed under, or incorp

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