Form 8-K

8-K — Trio Petroleum Corp

Accession: 0001493152-26-027494

Filed: 2026-06-05

Period: 2026-06-01

CIK: 0001898766

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 1, 2026

Trio

Petroleum Corp

(Exact

name of registrant as specified in its charter)

Delaware

001-41643

87-1968201

(State

or other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

23823 Malibu Road, Suite 304

Malibu,

CA 90265

(661)

324-3911

(Address

and telephone number, including area code, of registrant’s principal executive offices)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

TPET

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Compensation

Payable to Robin Ross, the Company’s Chief Executive Officer

June 2, 2026, the Compensation Committee of Trio Petroleum Corp (the “Company”), in recognition of Robin Ross’s

significant contributions to the Company, since he was appointed the Chief Executive Officer of the Company, authorized and approved

a further increase in his base salary from a rate of $400,000 per year to $600,000 per year, effective as of June 1, 2026. Additionally,

the Compensation Committee also authorized and approved a one-time award of 1,500,000 shares of common stock of the Company, par value

$0.0001 per share (“Common Stock”) to Mr. Ross, pursuant to the Company’s 2022 Equity Incentive Plan (the “2022

Plan”). In addition, the annual discretionary cash bonus to which Mr. Ross is entitled was increased from a maximum of 100% to

200% of his annual base salary actually received in the applicable year. The terms of the increase in Mr. Ross’s compensation and

the one-time issuance of shares of Common Stock are set forth in Amendment No. 2 to Mr. Ross’s Executive Employment Agreement,

dated as of June 1, 2026 (“Amendment No. 2”), which Executive Employment Agreement was effective as of July 11, 2024, and

previously amended by Amendment No. 1 to Employment Agreement, dated as of August 1, 2025 (collectively, the “Ross Employment Agreement”).

A copy of Amendment No. 2 is attached as Exhibit 10.1 to this Current Report on Form 8-K.

The

foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No.

2, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

Company intends to enter into an Award Agreement with Mr. Ross, promptly after the filing of this Current Report on Form 8-K, with respect

to the award of 1,500,000 shares of Common Stock to Mr. Ross, pursuant to the 2022 Plan.

Additionally,

the Compensation Committee, pursuant to the provisions of Section 4 of the Ross Employment Agreement, also authorized and approved a

cash bonus payable to Mr. Ross, in the amount of $300,000, to be paid to Mr. Ross on August 1, 2026, or at such other time as directed

by Mr. Ross.

Compensation

Payable to Gregory Overholtzer, the Company’s Chief Financial Officer

June 2, 2026, the Compensation Committee authorized and approved a one-time award of 200,000 shares of Common Stock to Gregory Overholtzer,

the Company’s Chief Financial Officer, pursuant to the 2022 Plan. The terms of the one-time issuance of the 200,000 shares of Common

Stock to Mr. Overholtzer, pursuant to the 2022 Plan, will be set forth in an Award Agreement which the Company intends to enter into

with Mr. Overholtzer, promptly after the filing of this Current Report on Form 8-K.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Exhibit

10.1

Amendment No. 2 to Employment Agreement, dated as of June 1, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Trio

Petroleum Corp.

Date:

June 5, 2026

By:

/s/

Robin Ross

Name:

Robin

Ross

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 2 TO EMPLOYMENT AGREEMENT

This

Amendment No. 2 (the “Amendment No. 2”) to the Employment Agreement is made and entered into as of June 1, 2026 (the

“Effective Date”), by and between Robin Ross (“Executive”) and Trio Petroleum Corp (the “Company”)

(each individually, a “Party,” collectively, the “Parties”).

WHEREAS,

the Parties entered into that certain Employment Agreement, dated as of July 11, 2024 (the “Employment Agreement”);

WHEREAS,

the Parties previously amended the Employment Agreement by entering into Amendment No. 1 to the Employment Agreement, dated August 1,

2025;

WHEREAS,

the Parties hereby desire to further amend the Employment Agreement, as amended, as set forth herein to provide for certain changes and

other matters relating to Executive’s compensation;

WHEREAS,

all capitalized terms used in this Amendment No. 2 that are not defined in this Amendment No. 2 shall have the same meaning as in the

Employment Agreement, as previously amended, and all section references are to sections to the Employment Agreement; and

WHEREAS,

Executive desires to continue his employment with the Company on the terms and conditions in the Employment Agreement as further amended

by this Amendment No. 2.

NOW,

THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, and good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, the Parties agree that the Employment Agreement is hereby amended as follows:

A. Amendment

To Employment Agreement.

Section

4(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“(a)

Base Salary. Effective as of June 1, 2026, and during the Term, the Company shall pay Executive a base salary (“Base

Salary”) at a rate of $600,000 USD (Six Hundred Thousand U.S. Dollars) on an annual basis. The Company will pay the Base

Salary to Executive in accordance with the Company’s payroll practices for its employees and consistent with the Executive’s

status as a resident of Canada. During the Term, the Company may increase, but not decrease the Base Salary.

Section

4(b) of the Employment Agreement is hereby amended by replacing the first sentence with the following language at the beginning of such

section:

(b)

Bonus. “Executive will be eligible for an annual discretionary bonus of up to 200% of Executive’s Base Salary actually

received in any such year (the “Annual Bonus”), which will be based on a calendar year basis, unless otherwise determined

by the Company (the “Bonus Period”).

(c)

Grant of Stock Award. A new Section 4(d) is added to the Employment Agreement which shall read as follows”

“In

consideration for the services provided by Executive, since being appointed as the Chief Executive Officer of the Company, the Executive

is hereby awarded 1,500,000 shares of fully vested common stock under the Company’s 2022 Equity Incentive Plan, which shall be

issued as of June 2, 2026, or as soon as reasonably practible thereafter, pursuant to the terms and conditions of the Company’s

form of Restricted Stock Award Agreement.”

B. No

Other Amendments. Except as specifically set forth in this Amendment No. 2, there are

no other amendments to the Employment Agreement, as amended, and the Employment Agreement

shall remain unmodified and in full force and effect. Except as specifically amended hereby,

all other provisions, terms, and conditions of the Employment Agreement shall remain in full

force and effect. In the event of any conflict between the provisions of the Employment Agreement

and this Amendment No. 2, the provisions of this Amendment No. 2 shall govern.

C. Entire

Agreement. This Amendment No. 2 and the Employment Agreement contain the entire agreement

between the Parties with respect to the subject matter hereof and supersede all prior negotiations,

understandings, and agreements between the Parties with respect to the subject matter hereof.

D. Governing

Law. This Amendment No. 2 shall be governed and construed in accordance with the laws

of the State of Delaware, without regard to the conflict of laws principles thereof, provided,

however, that the arbitration proceedings, and proceedings to stay or compel arbitration,

or to confirm or vacate any arbitration award, shall be governed solely by the Federal Arbitration

Act, 9 U.S.C. § 1-402. Except for claims requesting injunctive relief, any dispute or

claim arising out of, in connection with, or relating to this Employment Agreement (including

without limitation its subject matter, interpretation, or formation) or to Employee’s

employment or relationship with the Company shall be resolved by binding arbitration to be

held in San Jose, California, before one (1) arbitrator selected by the American Arbitration

Association, conducted in accordance with the then-prevailing Employment Arbitration Rules

and Mediation Procedures of the American Arbitration Association. A copy of these rules can

be accessed through the American Arbitration Association’s website (www.adr.org). The

prevailing Party shall be entitled to the payment of its reasonable attorney’s fees

and costs. The arbitrators’ decision will be final and binding in accordance with the

Federal Arbitration Act and may be enforced in any court of competent jurisdiction. The arbitrators

will not have the right to modify or change any of the terms of this Employment Agreement.

The arbitrator, and not any court, shall have exclusive authority to resolve any dispute

relating to the interpretation, applicability, enforceability or formation of this Employment

Agreement including any claim that all or any part of this Employment Agreement is void or

voidable. The Parties agree that the arbitrator may provide all appropriate remedies at law

and equity and will have the power to summarily adjudicate claims and/or enter summary judgment

in appropriate cases. In any arbitration proceeding conducted pursuant to this paragraph,

the Parties shall have the right to discovery, to call witnesses, and to cross-examine the

other Party’s witnesses. The arbitrator shall render a final decision in writing, setting

forth the reasons for the arbitration award. Both Parties are bound by this agreement to

arbitrate, but it does not include disputes, controversies or differences which may not by

law be arbitrated. The Parties agree that the arbitration proceedings described in this Section

are to be treated as confidential, and that the Parties will act to protect the confidentiality

of the documents, facts, and proceedings related to the arbitration. The Parties waive their

right to have any such dispute, claim or controversy decided by a judge or jury in a court.

The Parties also agree that each may bring claims against the other only in their individual

capacities, and not as a plaintiff or class member in any purported class or collective proceeding.

The Parties also agree that each may not bring claims against the other in any purported

representative action, except to the extent this statement is unenforceable under the law.

E. Severability.

If any portion or provision of this Amendment No. 2 shall to any extent be declared illegal

or unenforceable by a court of competent jurisdiction, then the remainder of this Amendment

No. 2, or the application of such portion or provision in circumstances other than those

as to which it is so declared illegal or unenforceable, shall not be affected thereby, and

each portion and provision of this Amendment No. 2 shall be valid and enforceable to the

fullest extent permitted by law.

F. Counterparts.

This Amendment No. 2 may be executed in any number of counterparts, each of which, when so

executed and delivered, will be deemed an original, and all of which together shall constitute

one and the same agreement. Counterparts may be delivered via facsimile, electronic mail

(including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of

2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all

purposes.

[Signature

Page Follows]

WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 to the Employment Agreement as of the date first set forth above.

TRIO PETROLEUM CORP

By:

/s/ Gregory Overholtzer

Gregory Overholtzer

Chief Financial Officer

EXECUTIVE:

/s/ Robin Ross

Robin Ross

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