Trio Petroleum (TPET) director trims stake to cover tax obligations

Rhea-AI Filing Summary

Trio Petroleum Corp director Randall John W. reported a sale of 15,000 shares of common stock on July 31, 2026, at a weighted-average price of $0.2793 per share. The transaction was executed pursuant to a Rule 10b5-1 trading plan to cover tax obligations from restricted stock issued in 2025, leaving him with 125,500 shares held directly.

Insider Trade Summary 10b5-1

Net Seller: 15,000 shares

Net Sell 1 txn

Insider Randall John W.

Role Director

Sold 15,000 shs ($4K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	15,000	$0.2793	$4K

Holdings After Transaction: Common Stock — 125,500 shares (Direct)

Footnotes (2)

1. F1. The purpose of the sale is to cover taxes with respect to the issuance of restricted stock to Mr. Randall in 2025.
2. F2. Based upon shares sold at an average of $0.2793. The full breakdown of the prices for all shares sold will be provided at the request of the SEC.

Key Figures

Shares sold: 15,000 shares Average sale price: $0.2793 per share Shares owned after sale: 125,500 shares +1 more

4 metrics

Shares sold 15,000 shares Common stock sale on July 31, 2026

Average sale price $0.2793 per share Weighted-average price for the 15,000 shares sold

Shares owned after sale 125,500 shares Direct holdings of Randall John W. following the transaction

Sale transactions reported 1 Number of non-derivative sale transactions in this insider report

Key Terms

Rule 10b5-1 trading plan, restricted stock, open market or private transaction

3 terms

Rule 10b5-1 trading plan regulatory

"transactions affirmed under a Rule 10b5-1 trading plan checkbox"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock financial

"issuance of restricted stock to Mr. Randall in 2025"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

open market or private transaction financial

"Sale in open market or private transaction"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 04:15 PM Accepted by SEC EDGAR 08/03/2026 - 04:14 PM Learn about SEC filing dates

FAQ

What transaction did Trio Petroleum (TPET) director Randall John W. report?

Randall John W. reported selling 15,000 shares of Trio Petroleum common stock on July 31, 2026, at an average price of $0.2793 per share. The sale was made under a Rule 10b5-1 trading plan and intended to cover tax obligations.

At what price were the TPET shares sold by director Randall John W.?

The 15,000 Trio Petroleum shares were sold at a weighted-average price of $0.2793 per share. A detailed breakdown of individual trade prices is available to the SEC on request, indicating the reported price is an average across multiple executions.

How many Trio Petroleum (TPET) shares does the director hold after the sale?

After the reported sale, Randall John W. directly holds 125,500 shares of Trio Petroleum common stock. This figure reflects his position immediately following the 15,000-share disposition on July 31, 2026, as disclosed in the insider transaction report.

Why did Randall John W. sell Trio Petroleum (TPET) shares in this insider transaction?

The sale’s stated purpose was to cover taxes related to restricted stock issued in 2025 to Randall John W. This indicates the transaction was linked to a prior equity compensation award rather than a discretionary portfolio reallocation, based on the disclosed footnote explanation.

Was the TPET insider trade executed under a Rule 10b5-1 plan?

Yes. The transaction was affirmed as executed under a Rule 10b5-1 trading plan. Such plans pre-establish trading instructions for insiders, which can reduce the informational significance of trade timing compared with fully discretionary open-market decisions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Randall John W.

(Last) (First) (Middle)

23823 MALIBU ROAD,

SUITE 304

(Street)

MALIBU CALIFORNIA 90265

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Trio Petroleum Corp [ TPET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2026		S(1)		15,000	D	$0.2793(2)	125,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The purpose of the sale is to cover taxes with respect to the issuance of restricted stock to Mr. Randall in 2025.

2. Based upon shares sold at an average of $0.2793. The full breakdown of the prices for all shares sold will be provided at the request of the SEC.

	/s/ John Randall	08/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)