[Form 4] Trio Petroleum Corp. Insider Trading Activity

Rhea-AI Filing Summary

Trio Petroleum Corp. director and Vice Chairman Stanford Eschner resigned from those roles on August 1, 2025 and simultaneously entered a consulting agreement with the company. Under that agreement he received 15,000 restricted shares issued under the 2022 Equity Incentive Plan that vested upon issuance. After the transaction Mr. Eschner beneficially owns 72,500 common shares, comprised of 25,000 shares held by the Stanford Eschner Trust No. 1 (he holds investment and voting control), 25,000 shares held by Trio LLC (he serves as Executive Chairman and may be deemed to control), and 7,500 shares held directly by him, excluding the 15,000 newly issued restricted shares. The Form 4 was signed by Mr. Eschner on August 25, 2025.

Positive

• Insider alignment: Receipt of 15,000 vested restricted shares ties the reporting person to company equity under the 2022 Equity Incentive Plan.
• Consolidated ownership disclosed: Clear breakdown of 72,500 beneficial shares across trust, affiliated LLC, and direct holdings increases transparency of insider holdings.

Negative

• Resignation from board and officer role: Mr. Eschner resigned as Vice Chairman and Director on August 1, 2025, which may be viewed as a governance change.
• Control concentration: Large blocks are held via a trust and an affiliated LLC where Mr. Eschner has control, concentrating voting and investment power.

Insights

Corporate Governance Expert

TL;DR: Director resigned and became a consultant while receiving newly vested restricted stock, concentrating ownership across trusts and affiliated entities.

The filing documents a governance change: Mr. Eschner resigned as Vice Chairman and Director and immediately transitioned to a consulting role, receiving 15,000 vested restricted shares as compensation under the 2022 Equity Incentive Plan. Post-transaction beneficial ownership totals 72,500 shares, with material portions held through a family trust and an affiliated LLC where he has control roles. This consolidates economic and voting interests without disclosure of any sale or cash proceeds.

Securities Analyst

TL;DR: Insider increased compensation in equity and maintains significant aggregate ownership, but no derivative activity or dispositions were reported.

The report shows only an acquisition of non-derivative restricted common stock and no disposals or option exercises. The 15,000 restricted shares vested on issuance, increasing immediate insider equity alignment. Aggregate beneficial ownership of 72,500 shares is specified and broken down by trust, LLC, and direct holdings. The filing does not state share price or percentage ownership of outstanding shares, limiting assessment of dilution or materiality relative to float.

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

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X

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

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^*

Eschner Stanford

(Last) (First) (Middle)

23823 MALIBU ROAD, SUITE 304

(Street)

MALIBU CA 90265

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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

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

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

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	08/01/2025(1)		A		15,000	A	(2)	72,500(3)	I	See Footnote(3)

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. Mr. Eschner resigned from his position as Vice Chairman and Director of the Issuer on August 1, 2025.

2. Represents 15,000 restricted stock of the issuer provided to Mr. Eschner under the 2022 Equity Incentive Plan (the "2022 Plan"), as compensation pursuant to the Consulting Agreement dated August 1, 2025, between Mr. Eschner and the Issuer, and which restricted stock vested upon issuance.

3. Consists of (i) 25,000 shares held by the Stanford Eschner Trust No. 1, for which Mr. Eschner holds investment and voting control over; the address of the Stanford Eschner Trust No. 1 is 6501 Kane Way, Bakersfield, CA 93309, (ii) 25,000 shares held by Trio LLC, a California Limited Liability Company, for which Mr. Eschner serves as the Executive Chairman, and as such may be deemed to hold investment and voting control over Trio LLC's shares; the address of Trio LLC is 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506, and (iii) 7,500 shares held by Stanford Eschner himself, excluding the 15,000 restricted stock issued to Mr. Eschner on August 1, 2025.

	/s/ Stanford Eschner	08/25/2025
	** 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.
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FAQ

What change did Stanford Eschner report on Form 4 for TPET?

He resigned as Vice Chairman and Director on August 1, 2025 and entered a consulting agreement under which he received 15,000 vested restricted shares.

How many TPET shares does Stanford Eschner beneficially own after the reported transaction?

72,500 common shares in total, comprised of 25,000 held by the Stanford Eschner Trust No. 1, 25,000 held by Trio LLC, and 7,500 held directly by Mr. Eschner, excluding the 15,000 restricted shares issued on August 1, 2025.

Were any TPET shares sold or derivative securities reported by Stanford Eschner?

No. The Form 4 reports only an acquisition of non-derivative restricted common stock and no dispositions or derivative transactions.

When was the Form 4 signed and filed by Stanford Eschner?

Signed on August 25, 2025.

Under what plan were the 15,000 restricted TPET shares issued?

The 2022 Equity Incentive Plan. The restricted stock vested upon issuance as compensation under a Consulting Agreement dated August 1, 2025.