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Trio Petroleum director sells shares and receives 175,000 restricted shares

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Randall John W., a director of Trio Petroleum Corp. (TPET), reported changes in his beneficial ownership on a Form 4. On 06/25/2025 he sold 12,000 shares of common stock at an average price of $1.2455, after which the filing shows he directly held 4,000 shares.

On 08/01/2025 he was awarded 175,000 restricted shares under the 2022 Equity Incentive Plan that vested upon issuance, bringing his reported direct beneficial ownership to 179,000 shares. The filer notes the detailed price breakdown for the sale is available to the SEC on request and signed the form on 08/11/2025.

Positive

  • 175,000 restricted shares awarded under the 2022 Equity Incentive Plan that vested upon issuance
  • Form discloses average sale price ($1.2455) and offers the full price breakdown to the SEC on request

Negative

  • Reported sale of 12,000 shares on 06/25/2025 (average price $1.2455)
  • Beneficial ownership temporarily reported at 4,000 shares following the sale prior to the restricted award

Insights

TL;DR: Director reported a routine sale of 12,000 TPET shares and a material restricted stock award of 175,000 shares that vested on issuance.

The Form 4 discloses a 12,000-share sale on 06/25/2025 at an average price of $1.2455 and a subsequent 175,000 restricted stock award on 08/01/2025 that vested upon issuance, increasing direct beneficial ownership to 179,000 shares. These are explicit, contemporaneous disclosures; the sale price breakdown is available to the SEC on request. From a trading-impact perspective, the filing documents insider activity and a sizable equity grant, both of which are material to insider ownership metrics but do not, by themselves, provide operational or performance information about the company.

TL;DR: Disclosure shows compensation-related equity grant and an earlier sale; both are governance-relevant but appear to be routine reportable transactions.

The filing identifies the reporting person as a director and documents an equity grant governed by the 2022 Equity Incentive Plan. The award of 175,000 restricted shares vested upon issuance is clearly disclosed. The document also reports a prior sale of 12,000 shares with an average sale price disclosed and an offer to provide full price detail to the SEC. These items are important for transparency around insider compensation and ownership levels. No additional governance irregularities or missing disclosure items are specified in the filing text provided.

Insider Randall John W.
Role Director
Sold 12,000 shs ($15K)
Type Security Shares Price Value
Grant/Award Common Stock 175,000 $0.00 --
Sale Common Stock 12,000 $1.2455 $15K
Holdings After Transaction: Common Stock — 179,000 shares (Direct)
Footnotes (1)
  1. Based upon shares sold at an average of $$1.2455. The full breakdown of the prices for all shares sold will be provided at the request of the SEC. Represents 175,000 restricted stock of the issuer awarded to Mr. Randall under the 2022 Equity Incentive Plan (the "2022 Plan"), which restricted stock vested upon issuance.
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*
Randall John W.
(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)
06/25/2025
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 06/25/2025 S 12,000 D $1.2455(1) 4,000 D
Common Stock 08/01/2025 A 175,000 A (2) 179,000 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. Based upon shares sold at an average of $$1.2455. The full breakdown of the prices for all shares sold will be provided at the request of the SEC.
2. Represents 175,000 restricted stock of the issuer awarded to Mr. Randall under the 2022 Equity Incentive Plan (the "2022 Plan"), which restricted stock vested upon issuance.
/s/ John Randall 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the TPET Form 4 filed by Randall John W. report?

The Form 4 reports a sale of 12,000 shares on 06/25/2025 at an average price of $1.2455 and a grant of 175,000 restricted shares on 08/01/2025 that vested upon issuance.

How many TPET shares does Randall beneficially own after the reported transactions?

179,000 shares of common stock are reported as directly beneficially owned after the 08/01/2025 restricted stock award.

When were the sale and the restricted stock award executed?

Sale: 06/25/2025. Restricted stock award: 08/01/2025 (vested upon issuance).

At what price were the sold TPET shares executed?

Average sale price disclosed: $1.2455. The filer states the full breakdown of sale prices is available to the SEC on request.

Under what plan was the restricted stock award granted?

The restricted stock was awarded under the 2022 Equity Incentive Plan.