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

Rhea-AI Filing Summary

At its 30 Jul 2025 annual meeting, Trio Petroleum Corp. (TPET) had a 41.1% quorum (3.09 M of 7.52 M shares).

• Directors: William J. Hunter (1.11 M for) and James H. Blake (1.13 M for) re-elected; 1.93 M broker non-votes recorded.
• Capital structure: Stockholders approved reducing authorized common stock from 500 M to 150 M (2.71 M for; 332 k against).
• Equity Incentive Plan: • Share reserve lifted from 0.5 M to 2.5 M shares and ISO limit aligned (1.06 M for; 92 k against). • Added an evergreen clause—each 1 Nov through 2031 the plan may automatically add the lesser of 5% of outstanding shares or a Board-set amount (1.07 M for; 82 k against).
• Auditor: Bush & Associates CPA LLC ratified for FY ending 31 Oct 2025 (2.92 M for).

No financial results were disclosed; the filing focuses solely on governance and share-related amendments that could affect future dilution and capital flexibility.

Positive

• Authorized share count cut by 70%, restricting management’s ability to issue excessive new equity without further approval.
• Auditor ratified, maintaining continuity in financial oversight.

Negative

• Equity Incentive Plan expanded five-fold to 2.5 M shares, creating potential dilution of ~33% of current float.
• Evergreen provision enables annual automatic share additions through 2031, extending dilution risk.
• Low 41% quorum suggests limited shareholder engagement and raises governance concerns.

Insights

Corporate Governance Analyst

TL;DR – Authorized share cut offsets, but larger option pool and evergreen clause add long-term dilution risk.

The 70% reduction in authorized shares is shareholder-friendly because it limits management’s capacity to issue vast amounts of equity without additional approval. However, simultaneously expanding the 2022 Equity Incentive Plan five-fold—and allowing annual automatic increases—re-introduces dilution pressure. Given the low quorum (41%), a small voting base pushed through material compensation changes, raising governance questions. Net effect skews slightly negative for existing holders despite the headline share-count reduction.

Equity Analyst

TL;DR – Mixed: dilution tools expanded, but overall share authorization tightened; near-term impact limited.

Cutting authorized shares to 150 M reduces theoretical overhang from 66× the current float to 20×, modestly improving supply optics. The plan expansion to 2.5 M shares (≈33% of float) plus evergreen clause could consume much of that headroom over time, aligning employee incentives yet diluting investors if fully issued. Auditor ratification is routine. With no operating or financial updates, the filing is not immediately price-moving; impact hinges on future equity issuance cadence.

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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): July 30, 2025

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: None.

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 5.07 Submission of Matters to a Vote of Security Holders

On July 30, 2025, at the annual meeting of stockholders (the “Annual Meeting”) of Trio Petroleum Corp. (the “Company”), of the Company’s 7,522,499 shares of common stock issued and outstanding and eligible to vote as of the record date of June 2, 2025, a quorum of 3,088,875 shares, or approximately 41.1% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on June 18, 2025. The following actions were taken at the Annual Meeting:

Proposal No. 1: Election of Two Class III Directors

The first proposal was the election of two (2) Class II directors each to serve for a three-year term that expires at the 2028 annual meeting of stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal. The vote on the proposal was as follows:

Name of Nominee		FOR				WITHHELD				BROKER NON-VOTE
William J. Hunter			1,113,976				43,846				1,931,053
James H. Blake			1,126,380				31,442				1,931,053

Each nominee was elected.

Proposal No. 2: Approval of the Amendment to the Amended and Restated Certificate of Incorporation

The second proposal was the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the number of authorized shares of common stock from 500,000,000 shares of common stock to 150,000,000 shares of common stock. The vote on the proposal was as follows:

FOR			AGAINST				ABSTAIN
2,710,136				332,479				46,260

Proposal No. 2 was approved by a majority of the votes cast. The reduction in authorized shares will be effective upon the filing of a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Annex A, with the Secretary of State of Delaware.

Proposal No. 3: Approval of Amendments to the Company’s 2022 Equity Incentive Plan (Increase in Shares Reserved)

The third proposal was the approval of an amendment to our 2022 Equity Incentive Plan (the “2022 Plan”) to (i) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock and (ii) increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock. The vote on the proposal was as follows:

FOR			AGAINST				ABSTAIN				BROKER NON-VOTE
1,057,885				92,591				7,346				1,931,053

Proposal No. 3 was approved by a majority of the votes cast.

Proposal No. 4: Approval of an Amendment to the Company’s 2022 Equity Incentive Plan (Annual Increase in Shares)

The fourth proposal was the approval of an amendment to our 2022 Plan to add a new Section 5(d) which provides for the addition of an “evergreen” provision to the 2022 Plan such that on each November 1st, through and including November 1, 2031, a number of shares of common stock will be added to the 2022 Plan equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding October 31st and (ii) an amount determined by the Company’s Board. The vote on the proposal was as follows:

FOR			AGAINST				ABSTAIN				BROKER NON-VOTE
1,067,474				82,873				7,475				1,931,053

Proposal No. 4 was approved by a majority of the votes cast.

Proposal No. 5: Ratification of Appointment of Independent Registered Public Accounting Firm

The fifth proposal was the ratification of the appointment of Bush & Associates CPA LLC. as the Company’s independent registered public accounting firm for the year ending October 31, 2025. The vote on the proposal was as follows:

FOR			AGAINST				ABSTAIN
2,922,085				136,796				29,994

Proposal No. 5 was approved by a majority of the votes cast.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:

Exhibit No.		Description
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.

Dated: July 31, 2025

TRIO PETROLEUM CORP.
By:	/s/ Robin Ross
Name:	Robin Ross
Title:	Chief Executive Officer

FAQ

What did TPET shareholders decide about authorized shares?

They approved a reduction from 500 M to 150 M authorized common shares, effective upon Delaware filing.

How many additional shares were added to Trio Petroleum's 2022 Equity Incentive Plan?

The reserve increased from 0.5 M to 2.5 M shares, with a matching ISO cap increase.

What is the new evergreen feature in TPET's equity plan?

Starting 1 Nov 2025, up to 5% of outstanding shares (or a Board-set amount) will be added annually through 2031.

Who was re-elected to Trio Petroleum's board?

William J. Hunter and James H. Blake were elected as Class III directors for terms expiring in 2028.

Which audit firm will serve TPET for FY 2025?

Shareholders ratified Bush & Associates CPA LLC as the independent registered public accounting firm.