Trio Petroleum (TPET) director sells shares to cover tax on awards

Rhea-AI Filing Summary

Trio Petroleum Corp director Thomas J. Pernice reported an open-market sale of company stock. On 02/12/2026, he sold 25,000 shares of Trio Petroleum Corp common stock, at an average price of $0.43640 per share, to cover taxes related to restricted stock issued to him in 2025. Following this transaction, he directly owns 217,750 shares of Trio Petroleum Corp common stock.

Insider Trade Summary

1 transaction reported

Net Sell 1 txn

Insider PERNICE THOMAS J

Role Director

Sold 25,000 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,000	$0.00	--

Holdings After Transaction: Common Stock — 217,750 shares (Direct)

Footnotes (1)

1. The purpose of the sale is to cover taxes with respect to the issuance of restricted stock to Mr. Pernice in 2025. Based upon shares sold at an average of $0.43640. The full breakdown of the prices for all shares sold will be provided at the request of the SEC.

Form 4 Insider Transactions: What Each Field Means →

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^*

PERNICE THOMAS J

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		S(1)		25,000	D	(2)	217,750	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. Pernice in 2025.

2. Based upon shares sold at an average of $0.43640. The full breakdown of the prices for all shares sold will be provided at the request of the SEC.

	/s/ Thomas Pernice	02/13/2026
	** 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.

FAQ

What insider transaction did TPET director Thomas Pernice report on this Form 4?

Director Thomas J. Pernice reported an open-market sale of 25,000 shares of Trio Petroleum Corp common stock. The sale occurred on February 12, 2026 and was disclosed as a routine Section 16 insider transaction with updated post-transaction share ownership.

At what price did Thomas Pernice sell Trio Petroleum (TPET) shares?

The 25,000 Trio Petroleum Corp shares were sold at an average price of $0.43640 per share. The filing notes that a full breakdown of the prices for all shares sold is available and will be provided upon request to the SEC.

Why did Thomas Pernice sell Trio Petroleum (TPET) shares in this filing?

The filing states the purpose of the sale was to cover taxes arising from restricted stock issued to Thomas Pernice in 2025. This indicates the transaction is tied to tax obligations from prior equity compensation, rather than a discretionary portfolio-based sale.

How many Trio Petroleum (TPET) shares does Thomas Pernice own after the sale?

After selling 25,000 shares, Thomas Pernice directly owns 217,750 shares of Trio Petroleum Corp common stock. This post-transaction beneficial ownership figure is reported in the Form 4 and reflects his remaining direct equity stake in the company.

What is Thomas Pernice’s relationship to Trio Petroleum Corp (TPET)?

Thomas J. Pernice is identified as a director of Trio Petroleum Corp. The Form 4 confirms his status as a board member and reports his direct ownership and sale of common stock under Section 16 insider reporting requirements.