(1) This Registration Statement on Form S-8 relates to the PEDEVCO CORP. 2021 Equity Incentive Plan, as amended by the Third Amendment thereto (the “2021 Plan”) of PEDEVCO Corp. (the “Registrant” or the “Company”) and the offer and sale of an aggregate of 900,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) reserved under the 2021 Plan for future issuance are being registered herein, as well as the registration of the resale of 172,421 shares of common stock of the Company pursuant to the Reoffer Prospectus forming a part of the Registration Statement. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or similar transactions. The Proposed Maximum Offering Price and the Maximum Aggregate Offering Price are estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, and based upon the average of the high ($14.84) and low ($14.21) prices of the Registrant’s Common Stock as reported on the NYSE American on September 11, 2026, which date is within five business days prior to filing this Registration Statement.

Offering Note

(1) This Registration Statement on Form S-8 relates to the PEDEVCO CORP. 2021 Equity Incentive Plan, as amended by the Third Amendment thereto (the “2021 Plan”) of PEDEVCO Corp. (the “Registrant” or the “Company”) and the offer and sale of an aggregate of 900,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) reserved under the 2021 Plan for future issuance are being registered herein, as well as the registration of the resale of 172,421 shares of common stock of the Company pursuant to the Reoffer Prospectus forming a part of the Registration Statement. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or similar transactions. The Proposed Maximum Offering Price and the Maximum Aggregate Offering Price are estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, and based upon the average of the high ($14.84) and low ($14.21) prices of the Registrant’s Common Stock as reported on the NYSE American on September 11, 2026, which date is within five business days prior to filing this Registration Statement.