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Trio Petroleum (NYSE: TPET) boosts CFO Overholtzer monthly contractor fee to $17,000

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

Rhea-AI Filing Summary

Trio Petroleum Corp entered into an amendment to its independent contractor agreement with Chief Financial Officer Greg Overholtzer, effective July 1, 2026. The amendment increases his monthly compensation under the agreement from $15,000 to $17,000 for CFO services.

All other terms of the independent contractor agreement dated January 1, 2026 remain unchanged. The amendment is filed as Exhibit 10.1 and incorporated by reference.

Positive

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Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Previous CFO monthly compensation $15,000 per month Under independent contractor agreement before July 1, 2026
New CFO monthly compensation $17,000 per month Effective as of July 1, 2026 under amended agreement
Agreement amendment date July 1, 2026 Date the amendment with CFO Greg Overholtzer became effective
Material Definitive Agreement regulatory
"Item 1.01. Entry Into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
independent contractor agreement financial
"amendment to the independent contractor agreement (the “ICA”), dated January 1, 2026"
Emerging growth company regulatory
"Emerging growth company"
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 →
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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 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.)

 

One Park Place, 621 NW 53rd Street Ste 125

Boca Raton, FL 33487

(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 1.01. Entry Into a Material Definitive Agreement.

 

On July 1, 2026, Trio Petroleum Corp (the “Company”), entered into an amendment (the “Amendment”) to the independent contractor agreement (the “ICA”), dated January 1, 2026, with Mr. Greg Overholtzer, the Chief Financial Officer of the Company, pursuant to which the Company agreed to increase Mr. Overholtzer’s monthly compensation for his services pursuant to the ICA from $15,000 per month to $17,000 per month, effective as of the date of the Amendment. Except for the terms of Mr. Overhotlzer’s monthly compensation, all other terms of the ICA remain unchanged.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number   Exhibit
10.1   Amendment to the Independent Contractor Agreement between the Company and Greg Overholtzer, dated as of July 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: July 1, 2026 By: /s/ Robin Ross
  Name: Robin Ross
  Title: Chief Executive Officer

 

3

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation change did Trio Petroleum Corp (TPET) disclose?

Trio Petroleum Corp increased CFO Greg Overholtzer’s monthly compensation to $17,000 under his independent contractor agreement. Previously, he received $15,000 per month. The change is effective July 1, 2026 and all other agreement terms remain the same.

When does the amended compensation for TPET’s CFO become effective?

The amended compensation for Trio Petroleum’s CFO is effective July 1, 2026. From this date, Greg Overholtzer’s monthly fee under the independent contractor agreement rises from $15,000 to $17,000, with no other modifications to the contract’s terms disclosed.

Is Trio Petroleum’s CFO an employee or an independent contractor?

Trio Petroleum’s CFO, Greg Overholtzer, serves under an independent contractor agreement dated January 1, 2026. The July 1, 2026 amendment adjusts only his monthly compensation, confirming his role continues to be governed by this contractor arrangement rather than a standard employment agreement.

Which exhibit in the TPET 8-K contains the amended CFO agreement?

The amendment to Trio Petroleum’s independent contractor agreement with CFO Greg Overholtzer is filed as Exhibit 10.1. The company states that its brief description is qualified in its entirety by reference to this exhibit, which is incorporated by reference into the report.

Did Trio Petroleum change any terms other than the CFO’s pay in this amendment?

No additional terms were changed beyond compensation. Trio Petroleum specifies that, apart from increasing CFO Greg Overholtzer’s monthly compensation from $15,000 to $17,000, all other provisions of the January 1, 2026 independent contractor agreement remain unchanged and in full force.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents