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  4. [8-K] Trio Petroleum Corp Reports Material Event

Trio Petroleum (NYSE: TPET) raises CEO pay and grants major stock awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trio Petroleum Corp is significantly increasing compensation for its top executives. The Compensation Committee raised Chief Executive Officer Robin Ross’s base salary from $400,000 to $600,000 per year, effective June 1, 2026. His maximum annual discretionary cash bonus was also raised from 100% to 200% of his actual base salary.

Ross received a one-time award of 1,500,000 shares of common stock under the 2022 Equity Incentive Plan, with detailed terms in Amendment No. 2 to his employment agreement. He is also entitled to a separate $300,000 cash bonus, payable on August 1, 2026 or at another time he directs. Chief Financial Officer Gregory Overholtzer was granted a one-time award of 200,000 shares of common stock under the same plan, to be documented in an Award Agreement.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary $600,000 per year Increased from $400,000 effective June 1, 2026
Prior CEO base salary $400,000 per year Rate before June 1, 2026 increase
CEO stock award 1,500,000 shares One-time common stock grant under 2022 Equity Incentive Plan
CEO bonus cap 200% of base salary Maximum annual discretionary cash bonus, raised from 100%
CEO cash bonus $300,000 Cash bonus payable on August 1, 2026 or as directed
CFO stock award 200,000 shares One-time common stock grant under 2022 Equity Incentive Plan
2022 Equity Incentive Plan financial
"shares of common stock of the Company... pursuant to the Company’s 2022 Equity Incentive Plan"
Compensation Committee financial
"On June 2, 2026, the Compensation Committee of Trio Petroleum Corp"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Amendment No. 2 to Employment Agreement financial
"set forth in Amendment No. 2 to Mr. Ross’s Executive Employment Agreement"
Award Agreement financial
"The Company intends to enter into an Award Agreement with Mr. Ross"
An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.
Emerging growth company regulatory
"Emerging growth company Item 5.02. Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 0001898766 0001898766 2026-06-01 2026-06-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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, CA 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)

 

2

 

 

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

 

3

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation changes did Trio Petroleum (TPET) make for its CEO?

Trio Petroleum increased CEO Robin Ross’s base salary to $600,000 from $400,000 and raised his maximum annual cash bonus from 100% to 200% of salary. He also received a one-time grant of 1,500,000 common shares under the 2022 Equity Incentive Plan.

What stock award did Trio Petroleum (TPET) grant to its CEO Robin Ross?

Robin Ross received a one-time award of 1,500,000 shares of common stock under Trio Petroleum’s 2022 Equity Incentive Plan. The detailed terms are in Amendment No. 2 to his employment agreement and a planned Award Agreement following this current report.

How did Trio Petroleum (TPET) change the CEO’s bonus potential?

The CEO’s maximum annual discretionary cash bonus increased to 200% of his actual base salary from a prior maximum of 100%. This higher cap applies to the salary actually received in each applicable year under his employment agreement.

What cash bonus is Robin Ross scheduled to receive from Trio Petroleum (TPET)?

Robin Ross is entitled to a $300,000 cash bonus, approved by the Compensation Committee under his employment agreement. The payment is scheduled for August 1, 2026, or at another time he may direct, providing additional near-term cash compensation.

What equity compensation did Trio Petroleum (TPET) grant to its CFO?

Chief Financial Officer Gregory Overholtzer received a one-time grant of 200,000 shares of common stock under the 2022 Equity Incentive Plan. The specific terms will be detailed in an Award Agreement that the company intends to enter into after filing this report.

Under which plan were the new Trio Petroleum (TPET) equity awards issued?

Both the CEO and CFO equity awards were granted under Trio Petroleum’s 2022 Equity Incentive Plan. Robin Ross received 1,500,000 shares and Gregory Overholtzer received 200,000 shares, with further details to be set out in related agreements.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents