Trio Petroleum Insider Filing: Overholtzer Receives 62,500 Restricted Shares

Rhea-AI Filing Summary

Gregory L. Overholtzer, Chief Financial Officer of Trio Petroleum Corp. (TPET), reported an equity award that changed his beneficial ownership. The Form 4 shows a transaction dated 08/01/2025 in which Mr. Overholtzer was awarded 62,500 restricted shares under the company’s 2022 Equity Incentive Plan and those restricted shares vested upon issuance. The Form 4 table reports his beneficial ownership following the reported transaction as 77,500 shares of common stock. The filing records this as an acquisition of common stock under the equity plan and contains an explanatory note that the restricted stock vested upon issuance.

Positive

• 62,500 restricted shares were awarded and vested upon issuance under the 2022 Equity Incentive Plan, per the filing
• The Form 4 reports beneficial ownership of 77,500 shares for the reporting person following the acquisition

Negative

• None.

Insights

Financial Analyst

Routine executive equity award: CFO received 62,500 vested restricted shares, raising reported ownership to 77,500.

The Form 4 documents a non-derivative acquisition by the company’s CFO under the 2022 Equity Incentive Plan. The award of 62,500 restricted shares that vested upon issuance is recorded as an acquisition on 08/01/2025 and increases reported beneficial ownership to 77,500 shares. This disclosure is a standard Section 16 reporting event providing transparency on executive compensation and ownership. No derivative transactions or dispositions are reported in this filing.

Corporate Governance Expert

Clear disclosure of an officer equity grant: Form 4 shows vested restricted stock granted under the company plan and reported by the CFO.

The filing identifies the reporting person as an officer (Chief Financial Officer) and reports the award under the 2022 Equity Incentive Plan. The explanatory note explicitly states the restricted shares vested upon issuance, and the Form 4 records the post-transaction beneficial ownership figure of 77,500 shares. From a governance perspective, the company has disclosed the compensation-related equity issuance in a timely manner on Form 4, and no other governance issues or exemptions are cited within the document.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Overholtzer Gregory L

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	62,500	$0.00	--

Holdings After Transaction: Common Stock — 77,500 shares (Direct)

Footnotes (1)

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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).

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^*

Overholtzer Gregory L

(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)

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

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		A		62,500	A	(1)	77,500	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. Represents 62,500 restricted stock of the issuer awarded to Mr. Overholtzer under the 2022 Equity Incentive Plan (the "2022 Plan"), which restricted stock vested upon issuance.

	/s/ Greg Overholtzer	08/11/2025
	** 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.
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 did the TPET Form 4 filed by the CFO report?

The Form 4 reports that CFO Gregory L. Overholtzer was awarded 62,500 restricted shares under the 2022 Equity Incentive Plan that vested upon issuance on 08/01/2025.

How many TPET shares does the reporting person beneficially own after the transaction?

The filing shows the reporting person beneficially owns 77,500 shares following the reported transaction.

Under which plan were the shares awarded to the TPET CFO?

The shares were awarded under the company’s 2022 Equity Incentive Plan, as stated in the Form 4 explanatory note.

Was the restricted stock vested or subject to future vesting conditions?

The explanatory note in the Form 4 states the restricted stock vested upon issuance, indicating immediate vesting at the time of award.

Did the Form 4 report any derivative transactions for TPET by the reporting person?

No. The Form 4 contains entries only for non-derivative common stock acquisition; no derivative securities are reported in Table II.