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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 1, 2026
| Trio
Petroleum Corp
|
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-41643 |
|
87-1968201 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
23823 Malibu Road, Suite 304
Malibu,
90265
(661)
324-3911
(Address
and telephone number, including area code, of registrant’s principal executive offices)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
TPET |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Compensation
Payable to Robin Ross, the Company’s Chief Executive Officer
On
June 2, 2026, the Compensation Committee of Trio Petroleum Corp (the “Company”), in recognition of Robin Ross’s
significant contributions to the Company, since he was appointed the Chief Executive Officer of the Company, authorized and approved
a further increase in his base salary from a rate of $400,000 per year to $600,000 per year, effective as of June 1, 2026. Additionally,
the Compensation Committee also authorized and approved a one-time award of 1,500,000 shares of common stock of the Company, par value
$0.0001 per share (“Common Stock”) to Mr. Ross, pursuant to the Company’s 2022 Equity Incentive Plan (the “2022
Plan”). In addition, the annual discretionary cash bonus to which Mr. Ross is entitled was increased from a maximum of 100% to
200% of his annual base salary actually received in the applicable year. The terms of the increase in Mr. Ross’s compensation and
the one-time issuance of shares of Common Stock are set forth in Amendment No. 2 to Mr. Ross’s Executive Employment Agreement,
dated as of June 1, 2026 (“Amendment No. 2”), which Executive Employment Agreement was effective as of July 11, 2024, and
previously amended by Amendment No. 1 to Employment Agreement, dated as of August 1, 2025 (collectively, the “Ross Employment Agreement”).
A copy of Amendment No. 2 is attached as Exhibit 10.1 to this Current Report on Form 8-K.
The
foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No.
2, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
Company intends to enter into an Award Agreement with Mr. Ross, promptly after the filing of this Current Report on Form 8-K, with respect
to the award of 1,500,000 shares of Common Stock to Mr. Ross, pursuant to the 2022 Plan.
Additionally,
the Compensation Committee, pursuant to the provisions of Section 4 of the Ross Employment Agreement, also authorized and approved a
cash bonus payable to Mr. Ross, in the amount of $300,000, to be paid to Mr. Ross on August 1, 2026, or at such other time as directed
by Mr. Ross.
Compensation
Payable to Gregory Overholtzer, the Company’s Chief Financial Officer
On
June 2, 2026, the Compensation Committee authorized and approved a one-time award of 200,000 shares of Common Stock to Gregory Overholtzer,
the Company’s Chief Financial Officer, pursuant to the 2022 Plan. The terms of the one-time issuance of the 200,000 shares of Common
Stock to Mr. Overholtzer, pursuant to the 2022 Plan, will be set forth in an Award Agreement which the Company intends to enter into
with Mr. Overholtzer, promptly after the filing of this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
Number |
|
Exhibit |
| 10.1 |
|
Amendment No. 2 to Employment Agreement, dated as of June 1, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Trio
Petroleum Corp. |
| |
|
|
| Date:
June 5, 2026 |
By: |
/s/
Robin Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
