Trio Petroleum (TPET) director sells 20,000 shares to cover tax on RSUs

Rhea-AI Filing Summary

Trio Petroleum Corp director John W. Randall reported a sale of 20,000 shares of common stock on February 2, 2026 at an average price of $0.6391 per share. After this transaction, he held 155,500 shares directly. The sale was made to cover taxes related to restricted stock issued to him in 2025.

Insider Trade Summary

Net Seller: 20,000 shares ($12,782)

Net Sell 1 txn

Insider Randall John W.

Role Director

Sold 20,000 shs ($13K)

Type	Security	Shares	Price	Value
Sale	Common Stock	20,000	$0.6391	$13K

Holdings After Transaction: Common Stock — 155,500 shares (Direct)

Footnotes (1)

1. The purpose of the sale is to cover taxes with respect to the issuance of restricted stock to Mr. Randall in 2025. Based upon shares sold at an average of $$0.6391. 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^*

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)
02/02/2026

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	02/02/2026		S(1)		20,000	D	$0.6391(2)	155,500	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 $$0.6391. The full breakdown of the prices for all shares sold will be provided at the request of the SEC.

	/s/ John Randall	02/10/2026
	** 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 John W. Randall report?

John W. Randall reported selling 20,000 shares of Trio Petroleum Corp common stock. The transaction occurred on February 2, 2026 at an average price of $0.6391 per share and left him with 155,500 directly held shares.

Why did John W. Randall sell Trio Petroleum (TPET) shares?

The sale was made to cover taxes related to restricted stock issued to John W. Randall in 2025. This purpose is explicitly stated, indicating the transaction is tied to tax obligations rather than a discretionary portfolio change.

How many TPET shares does John W. Randall own after the reported sale?

After selling 20,000 shares, John W. Randall beneficially owned 155,500 shares of Trio Petroleum Corp common stock. These shares are reported as directly held following the February 2, 2026 transaction in the Form 4 filing.

What was the sale price for John W. Randall’s TPET shares?

The reported sale price was based on shares sold at an average price of $0.6391 per share. The filing notes that a full breakdown of the individual sale prices will be provided to the SEC upon request if further detail is needed.

What is John W. Randall’s role at Trio Petroleum Corp (TPET)?

John W. Randall is identified as a director of Trio Petroleum Corp. The Form 4 indicates his relationship to the issuer by checking the director box, with no officer or 10% owner status marked for this reporting person.

Was the TPET insider transaction reported as a direct or indirect holding?

The 20,000-share sale and the remaining 155,500 shares are reported as directly held. The ownership form column lists “D” for direct ownership, and there is no disclosure of an indirect holding entity in this transaction.