Every 8-K that Trio Petroleum Corp. (TPET) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TPET and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TPET filings page.
Trio Petroleum Corp (TPET) said its wholly owned subsidiary, Trio Petroleum Canada Corp., agreed to acquire Marlin Resources Ltd.’s interests in 24 oil wells: four producing wells and 20 shut-in heavy-oil assets. Consideration includes CAD$800,000 cash, transfer of certain assets and agreement interests to Marlin, and an agreement for Trio Canada to dispose of water produced at certain Marlin-operated sites. The agreement is subject to closing conditions, including delivery of no interest letters and conveyances.
The release says the acquisition would combine approximately 37 barrels of oil per day of current production. Trio proposed a Cummings multilateral well targeting approximately 4,000 meters of reservoir and estimated a CDN$1.2 million drilling and development budget covering drilling, completion and equipping; it also budgeted CDN$425,000 for workovers, reactivation and recompletion. The release describes a water-disposal facility being acquired by Trio and an underutilized disposal asset being transferred to Marlin. Similar Cummings wells operated by Canadian Natural Resources and others were described as producing approximately 375 barrels per day.
Trio Petroleum Corp (TPET), through its wholly owned subsidiary Trio Petroleum Canada, Corp., entered into a Farmout Agreement with Croverro Energy Ltd. giving Trio Canada the right to earn working interests in petroleum and natural gas rights in Alberta and Saskatchewan via up to seven 2-well earning programs on specified Farmout Lands.
For the initial 2-well earning program, Croverro will notify Trio Canada by October 1, 2026; if Trio Canada elects to participate, it will pay a CAD $450,000 prospect fee, and if it declines, the agreement terminates. For each earning program in which Trio Canada participates, it funds 100% of drilling, completion and equipping costs, described in the press release as approximately CAD $1.8 million of development capital per applicable project, in exchange for an 80% interest in Croverro’s pre-earning working interest in the Farmout Lands until payout of its costs, then a 60% interest thereafter, subject to project-specific terms.
The press release describes a contemplated multi-year development inventory of 14 new multilateral wells (five in Alberta and nine in Saskatchewan), plus a Rivercourse re-entry and an oil producing-property acquisition, with Croverro remaining operator and Trio highlighting Croverro’s multilateral heavy-oil expertise in the Lloydminster region. If Trio Canada does not participate in all seven potential earning programs, Croverro will reimburse a pro rata share of the prospect fee for unparticipated programs, and the agreement includes tag-along rights and areas of mutual interest around the Farmout Lands.
Trio Petroleum Corp (TPET) is implementing a 1-for-9 reverse stock split of its issued and outstanding common stock pursuant to stockholder authorization and approval by the Board of Directors. A Certificate of Amendment to the Certificate of Incorporation is expected to be filed in Delaware on August 28, 2026, with the split effective at 4:30 p.m. Eastern Time that day and TPET shares trading on a split-adjusted basis on August 31, 2026, under the same symbol with new CUSIP 89669L306.
Every nine shares of common stock will be automatically combined into one share, with no change to par value. Fractional share entitlements will be settled in cash based on the NYSE American closing price on the effective date. Exercise prices and share counts for outstanding options, warrants, other convertible securities, and shares reserved under equity incentive plans will all be adjusted proportionately. Management states this action is intended to proactively help protect the company’s NYSE American listing while it pursues its acquisition and drilling-focused growth strategy.
Trio reports a strong liquidity position, with approximately $22 million in cash as of April 30, 2026, and an additional $1.7 million raised since then through its at-the-market equity facility, supporting its plans to acquire producing oil and gas assets and develop new drilling opportunities in North America.
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.
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.
Trio Petroleum Corp held its annual stockholder meeting and approved several key proposals. Of 32,377,399 common shares eligible to vote as of March 26, 2026, 13,229,846 shares, or about 40.9%, were present, giving the company a valid quorum.
Stockholders elected Robin Ross as a Class III director, with 4,171,474 votes for and 1,051,922 withheld, plus 8,006,450 broker non-votes. They also authorized a reverse stock split at a ratio between 1-for-2 and 1-for-10, to be implemented later at the board’s discretion.
Investors approved an amendment to the 2022 Equity Incentive Plan, increasing shares reserved for awards from 2,952,383 to 6,452,383 by adding 3,500,000 shares, and ratified Bush & Associates CPA LLC as auditor for the year ending October 31, 2026.
Trio Petroleum Corp is updating its at-the-market stock offering after its public float removed prior sales limits under Form S-3. As of Amendment No. 10 to its prospectus supplement, the company may sell up to $65,000,000 of common stock as Placement Shares through its existing ATM program.
The maximum aggregate offering amount under the ATM is now $89,208,000, which includes common shares previously sold for an aggregate sales price of $24,207,305, representing 28,013,007 shares. The filing explains that as of April 14, 2026, Trio’s public float was about $77,370,054, so it is no longer subject to General Instruction I.B.6 sales limitations under Form S-3.
Trio Petroleum Corp reports that it has extended a key condition deadline in its planned acquisition of certain oil and gas assets from Heavy Sweet Oil LLC at the P.R. Spring Uinta Basin in Utah.
The parties previously signed a non-binding Letter of Intent for Trio to acquire HSO’s rights in 2,000 acres, subject to Trio demonstrating a minimum sustained production rate of 40 barrels per day for 30 continuous days from each of two wells at the nearby Asphalt Ridge site by May 15, 2026. That production level has not been reached, and both sides do not expect it to be met by the original deadline.
On April 20, 2026, Trio and HSO agreed to extend the production test deadline to May 15, 2028, with potential for further extension by Trio, while all other Letter of Intent terms remain in place.
Trio Petroleum Corp outlines a series of amendments to its at-the-market equity program, which now allows additional sales of up to $1,282,000 of common stock under its existing shelf registration.
After Amendment No. 9, the maximum aggregate offering amount is $24,208,000, including $22,925,309 from 25,603,230 shares previously sold. The company continues to use Ladenburg Thalmann & Co. Inc. as sales agent, and files a legal opinion and related exhibits to support the remaining “Placement Shares.”
Trio Petroleum Corp reports a series of updates to its at-the-market common stock offering under an existing sales agreement with Ladenburg Thalmann & Co. Inc. The latest change, Amendment No. 8, leaves $1,060,000 of common stock available for sale as placement shares.
Through Amendments No. 1 through No. 8, filed between March 3 and April 8, 2026, the company increased the maximum aggregate offering amount to $22,926,000. It has previously sold common stock with an aggregate sales price of $21,865,453, representing 23,631,319 shares, under the prospectus supplement, as amended.
Trio Petroleum Corp filed a current report describing updates to its at-the-market equity offering under an existing Sales Agreement with Ladenburg Thalmann. Through a series of prospectus supplement amendments under its Form S-3 shelf, the company has progressively increased the total capacity of this program.
Following Amendment No. 7, Trio reports that shares of common stock with an aggregate offering price of $893,000 remain available for sale under the ATM. The current maximum aggregate offering amount is $21,866,000, which includes $20,972,479 in prior ATM sales covering 22,025,654 shares of common stock.
Trio Petroleum Corp is updating its at-the-market common stock offering under its existing Form S-3 shelf. Following Amendment No. 6 to its prospectus supplement, the maximum aggregate offering amount is $20,973,000, and $945,000 of common stock remains available for sale through the sales agent.
The company previously sold shares of common stock with an aggregate sales price of $20,027,510, representing 20,651,554 shares, under the same at-the-market program. All other terms of the offering and the At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. remain as previously described.
Trio Petroleum Corp is updating investors on its ongoing at-the-market equity offering under a sales agreement with Ladenburg Thalmann. The company has incrementally amended its prospectus supplement several times in 2026 to stay within General Instruction I.B.6 of Form S-3 while expanding ATM capacity.
After Amendment No. 5, the aggregate amount of common stock still available for sale under the ATM is $1,010,000, referred to as the Placement Shares. The maximum aggregate offering amount under the program is now $20,028,000, including common stock already sold for an aggregate sales price of $19,016,726, representing 19,202,455 shares previously issued through the program.
Trio Petroleum Corp entered a Settlement Agreement with McDermott Will & Schulte LLP to resolve an obligation to pay $392,700.23 in previously incurred legal fees. Instead of cash, Trio agreed to issue McDermott 446,149 restricted shares of its common stock as the settlement payment.
Trio will use commercially reasonable efforts to file a resale registration statement for these shares within twenty days after issuance and seek effectiveness within forty-five days. Once the resale registration statement is filed, both parties grant broad mutual releases from claims related to the fees and related matters. The share issuance was conducted as an unregistered private transaction relying on Section 4(a)(2) of the Securities Act.
Trio Petroleum Corp has scheduled its 2026 Annual Meeting of Stockholders to be held virtually on Thursday, May 21, 2026. Stockholders of record as of Thursday, March 26, 2026 will be entitled to receive notice of and vote at the meeting.
Because the meeting will occur more than 30 days before the prior year’s annual meeting anniversary, the company set a special deadline for stockholder proposals and director nominations. To be included in the proxy materials under Rule 14a-8, proposals and director nominations must arrive at the company’s Malibu office by the close of business on April 6, 2026 and comply with applicable laws and regulations.
Stockholders planning to solicit proxies in support of director nominees other than the company’s nominees must also provide the information required under Rule 14a-19 by April 6, 2026. Additional information about agenda items and virtual access will be provided in the forthcoming proxy statement.
Trio Petroleum Corp reported that it has filed Amendment No. 4 to its prospectus supplement for its at-the-market equity program with Ladenburg Thalmann as sales agent. Following this update, $1,641,000 of common stock (the Placement Shares) remains available for sale under the program.
The maximum aggregate offering amount under the ATM is now $19,018,000, which includes $17,375,884 of previously sold common stock, representing 18,139,045 shares already issued under the prospectus supplement, as amended.
Trio Petroleum Corp filed an update on its ongoing at-the-market stock offering under an existing shelf registration. The company previously entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. to sell common stock from time to time.
The company has sequentially amended its prospectus supplement to reflect sales to date and the capacity limits under General Instruction I.B.6 of Form S-3. After Amendment No. 3, Trio Petroleum has $4,000,000 of common stock remaining available for sale (the “Placement Shares”). The maximum aggregate offering amount is $17,377,000, which includes common stock already sold for an aggregate sales price of $13,376,774 across 15,348,345 shares.
The filing also includes a legal opinion from Ellenoff Grossman & Schole LLP on the Placement Shares and references the existing ATM agreement with Ladenburg Thalmann & Co. Inc. as previously described.
Trio Petroleum Corp is updating its at-the-market common stock offering so that up to $6,485,000 of shares are now available for sale under its existing program. This follows two amendments to its prospectus supplement tied to a Form S-3 shelf registration.
After these changes, the maximum aggregate offering amount under the at-the-market program is $13,377,000, which includes $6,891,859 in previously sold common stock, representing 9,254,648 shares. The offering continues under an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. as sales agent.
Trio Petroleum Corp filed a current report describing an amendment to its at-the-market stock offering program with Ladenburg Thalmann & Co. Inc. as sales agent. The amendment updates the prospectus supplement so that, under General Instruction I.B.6, shares of common stock with an aggregate sales amount of $3,292,000 remain eligible for sale.
The filing states that the maximum aggregate offering amount under the at-the-market program is $6,892,542, which includes common stock previously sold for an aggregate sales price of $3,599,885, representing 7,344,372 shares. The report also files a legal opinion from Ellenoff Grossman & Schole LLP related to the placement shares and references the existing sales agreement dated January 9, 2026.
Trio Petroleum Corp entered into an at-the-market issuance sales agreement with Ladenburg Thalmann & Co. Inc., allowing it to sell shares of its common stock having an aggregate offering price of up to $3,600,000 from time to time through the sales agent. These shares, referred to as the Placement Shares, are covered by a prospectus supplement and base prospectus under the company’s existing Form S-3 registration statement.
The sales agent will use commercially reasonable efforts to sell the shares in at-the-market transactions on the NYSE American or other permitted markets, or by other methods allowed by law with the company’s consent. Trio can set price and size parameters in each placement notice, may suspend sales, and either party can terminate the agreement at any time, with the agreement also ending automatically once all Placement Shares are sold. Ladenburg Thalmann will receive up to 3.0% of the gross proceeds from each sale as compensation.
Trio Petroleum Corp completed an asset purchase from Novacor Exploration Ltd., adding oil and gas interests in the Lloydminster, Saskatchewan heavy oil region. The transaction closed on December 30, 2025, for a total purchase price of CD$1 million (approximately US$730,300), paid through the issuance of 912,875 restricted common shares.
Novacor will remain the on-site operator of the acquired assets, with operating costs over the next two years held to levels detailed in an independent auditor’s report, unless otherwise agreed. Trio also granted Novacor registration rights, including piggyback rights and a commitment to register the resale of the shares if they are not included in another registration statement on or before March 31, 2026.
Trio Petroleum Corp reported that on December 23, 2025 it entered into a consulting agreement with Redwood Empire Financial Communications LLC for investor relations services. The agreement runs from January 1, 2026 through June 30, 2026.
As payment for these services, Trio agreed to issue 50,000 restricted shares of its common stock, par value $0.0001 per share. These shares will be issued on or before January 1, 2026 and will carry legends that limit trading until conditions are met.
The consulting agreement can be terminated by either party on at least 30 days’ notice, or immediately by the nonbreaching party in the event of a breach. The agreement also includes representations by the consultant and mutual indemnification provisions. Trio states that the share issuance relies on the Section 4(a)(2) exemption from registration under the Securities Act.
Trio Petroleum Corp (TPET) completed the acquisition of Canadian oil and gas assets under its Asset Purchase Agreement. The Buyer paid CD$150,000 in cash and the Company issued 104,227 restricted shares of common stock, which were described as having an aggregate value of CD$150,000 in the agreement.
The assets include leases and related rights in Alberta, with certain wells acquired out of a receivership. To satisfy Alberta Energy Regulator requirements, licenses were transferred to Novacor Exploration Ltd., an experienced operator. As compensation for acting as AER agent, the Seller received a 1% gross overriding royalty tied to the mineral rights for as long as it provides those services.
The share issuance was made as an unregistered transaction in reliance on Section 4(a)(2) of the Securities Act. The Company furnished a press release on November 4, 2025 summarizing the closing.
Trio Petroleum Corp (TPET) entered into an Asset Purchase Agreement for its wholly owned subsidiary, Trio Petroleum Canada, to acquire mineral leasehold interests and related rights in Alberta from Capital Land Services Ltd. The purchase price is CD$150,000 in cash plus restricted common shares valued at CD$150,000.
The closing will occur on the later of September 5, 2025 or three business days after the Revitalize/PWC transaction closes, which requires a Sale Approval and Vesting Order from the Court of King’s Bench of Alberta. Prior to closing, the seller will use commercially reasonable efforts to clear Potentially Adverse Instruments; if any remain and the buyer waives the condition, the seller will continue post‑closing assistance.
Seller will pay income and transfer-type taxes, while the buyer will pay sales or value-added taxes. The agreement includes customary representations, covenants, indemnities, government approvals, and termination and specific performance rights.
Trio Petroleum Corp entered into a private convertible debt financing on August 15, 2025, issuing three unsecured convertible promissory notes with an aggregate principal of $1,200,000. Because of a 15% original issue discount, the company received a funding amount of $1,020,000 and net proceeds of $928,600 after paying placement and legal fees. The notes mature on February 15, 2026, can be prepaid without penalty, and must be repaid in part if Trio raises new equity, as investors may request up to 25% of gross proceeds for repayment. Holders can convert into common stock at the lesser of $1.32 or 90% of the lowest VWAP over five days, subject to a floor price initially set at $0.72 and an overall cap of 1,679,127 conversion shares, equal to 19.99% of the 8,399,839 shares outstanding on the closing date. The company agreed to strict limits on new equity and variable-rate transactions and granted registration rights for the conversion shares, with liquidated damages if filing or effectiveness deadlines are missed.
Trio Petroleum Corp. (TPET) filed an 8-K announcing several compensation-related board actions dated 1 Aug 2025.
- Vice-Chairman & Director Stanford Eschner resigned effective immediately; the board cites no disagreement. He will remain a consultant through 31 Dec 2025 for $4,267 per month plus a 15,000-share grant.
- CEO Robin Ross received a 33 % base-salary increase to $400,000, a $150,000 cash bonus, and a one-time award of 625,000 shares.
- CFO Gregory Overholtzer was granted 62,500 shares.
The equity issuances total 702,500 new shares under the 2022 Equity Incentive Plan. No operating or financial results were disclosed.