Trio Petroleum Corp

For the period ended Oct 31, 2025. Filed Jan 20, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Jan 20, 2026

TPET$1.64+2.5%Stored close · as of Nov 10, 2026

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Contents

Item 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

Exhibit Number	Description of Exhibit
3.1	Amended & Restated Certificate of Incorporation of Trio Petroleum Corp (incorporated by reference to Exhibit 3.2 of the Company’s Amendment No. 4 to Form S-1 (File No. 333-267380), filed with the Commission on January 5, 2023).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Trio Petroleum Corp (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed with the Commission on November 4, 2024)
3.3	Amended and Restated Bylaws of Trio Petroleum Corp (incorporated by reference to Exhibit 3.4 of the Company’s Amendment No. 4 to Form S-1 (File No. 333-267380), filed with the Commission on January 5, 2023).
3.4	Amendment to Amended and Restated Bylaws of Trio Petroleum Corp (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed with the Commission on May 21, 2025)
3.5	Certificate of Amendment of Amended and Restated Certificate of Incorporation. filed July 30, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q, filed with the Commission on September 12, 2025)
4.1	Specimen Common Stock Certificate evidencing the shares of Common Stock (incorporated by reference to Exhibit 4.1 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
4.2	Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).
4.3	Trio Petroleum Corp Common Stock Purchase Warrant dated January 2, 2024 (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).
4.4	Trio Petroleum Corp Placement Agent Warrant Agreement - Common Stock Purchase Warrant dated January 2, 2024. (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).
4.5	Common Stock Purchase Warrant, dated June 27, 2024 (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on June 28, 2024).
4.6	Description of Securities (incorporated by reference to Exhibit 4.2 of the Company’s Form 10-K, filed with the Commission on January 29, 2024).
4.7	Amendment No. 1 to Promissory Note, dated January 28, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on January 29, 2025)
4.8	Promissory Note, issued by Trio Petroleum Canada, Corp. to Trio Petroleum Corp, dated as of April 4, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on April 10, 2025)
4.9	Unsecured Convertible Promissory Note, issued by Trio Petroleum Corp, dated as of April 11, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on April 17, 2025)
4.10	Amended and Restated Convertible Promissory Note, issued by Trio Petroleum Corp, dated as of April 17, 2025. (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on April 17, 2025)
4.11	Unsecured Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $660,000, due February 15, 2026 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on August 18, 2025)
4.12	Unsecured Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $270,000, due February 15, 2026 (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on August 18, 2025)
4.13	Unsecured Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $270,000, due February 15, 2026 (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K, filed with the Commission on August 18, 2025)
10.1	Bid Proposal and Daywork Drilling Contract – U.S., by and Between Trio Petroleum LLC and Ensign United States Drilling (California) Inc., dated April 19, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on April 25. 2023),
10.2	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.3†	2022 Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).

10.4†	Employment Agreement with Gregory L. Overholtzer (incorporated by reference to Exhibit 10.4 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022.
10.5	Purchase and Sale Agreement with Trio Petroleum LLC (incorporated by reference to Exhibit 10.5 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.6	First Amendment to Purchase and Sale Agreement with Trio Petroleum LLC (incorporated by reference to Exhibit 10.6 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.7	Second Amendment to Purchase and Sale Agreement with Trio Petroleum LLC (incorporated by reference to Exhibit 10.7 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.8	Third Amendment to Purchase and Sale Agreement with Trio Petroleum LLC (incorporated by reference to Exhibit 10.8 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.9	Fourth Amendment to Purchase and Sale Agreement with Trio Petroleum LLC (incorporated by reference to Exhibit 10.9 of the Company’s Amendment No. 1 to Form S-1 (File No. 333-267380), filed with the Commission on January 5, 2023).
10.10	Blue Lease with Bradley Minerals (incorporated by reference to Exhibit 10.11 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.11	First Amendment to Blue Lease with Bradley Minerals (incorporated by reference to Exhibit 10.10 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.12	Red Lease with Bradley Minerals (incorporated by reference to Exhibit 10.11 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.13	First Amendment to Red Lease with Bradley Minerals (incorporated by reference to Exhibit 10.12 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.14	Second Amendment to Red Lease with Bradley Minerals (incorporated by reference to Exhibit 10.13 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.15	Third Amendment to Red Lease with Bradley Minerals (incorporated by reference to Exhibit 10.14 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022).
10.16	Fourth Amendment to Red Lease with Bradley Minerals (incorporated by reference to Exhibit 10.15 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022.
10.17	Fifth Amendment to Red Lease with Bradley Minerals (incorporated by reference to Exhibit 10.16 of the Company’s Form S-1 (File No. 333-267380), filed with the Commission on September 12, 2022.
10.18	Joint Operating Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Amendment No. 2 to Form S-1 (File No. 333-267380), filed with the Commission on November 18, 2022, as amended).
10.19	Registration Rights Agreement, dated October 4, 2023, by and between the Investor and Trio Petroleum Corp (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).
10.20	Leasehold Acquisition and Development Agreement, dated November 10, 2023, entered into by and between Trio Petroleum Corp and Heavy Sweet Oil LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 5, 2024).
10.21	Amendment to Leasehold Acquisition and Development Agreement, dated December 29, 2023, entered into by and between Trio Petroleum Corp and Heavy Sweet Oil LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on January 5, 2024)
10.22	Amended and Restated Securities Purchase Agreement between the Company and the Investors signatory thereto, dated as of April 24, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on April 25, 2024).
10.23	Amended and Restated Security Agreement between the Company and the Secured Parties signatory thereto, dated as of April 24, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on April 25, 2024).
10.25†	Form of Employment Agreement between the Company and Robin Ross, dated as of July 11, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on July 15, 2024).
10.26	Second Amendment to Leasehold Acquisition and Development Agreement, dated August 5, 2024, entered into by and between Trio Petroleum Corp and Heavy Sweet Oil LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on August 8, 2024).
10.27	Media Advertising Agreement, dated September 9, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on September 12, 2024).
10.28	Amendment No. 3 to Leasehold Acquisition and Development Option Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, filed with the Commission on September 27, 2024).
10.29†	Independent Contractor Agreement between the Company and Greg Overholtzer, dated as of January 1, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 8, 2025).

10.30	Note Exchange Agreement, dated as of January 28, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 29, 2025)
10.31	Amendment No. 4 to Leasehold Acquisition and Development Option Agreement, dated as of November 20, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on February 26, 2025)
10.32	Amendment No. 5 to Leasehold Acquisition and Development Option Agreement, dated as of January 27, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on February 26, 2025)
10.33	Asset Purchase Agreement, dated as of April 4, 2025, by and among, Trio Petroleum Corp, Trio Petroleum Canada, Corp., and Novacor Exploration Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on April 10, 2025)
10.34	Loan and Note Purchase Agreement, dated as of April 4, 2025, by and between Trio Petroleum Corp and Trio Petroleum Canada, Corp. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on April 10, 2025)
10.35	Amendment No.6 to Leasehold Acquisition and Development Option Agreement, dated as of April 9. 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on April 18, 2025)
10.36	Letter of Intent, dated as of May 15, 2025, entered into by and between the Company and Heavy Sweet Oil LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on May 20, 2025)
10.37	Mutual Termination Agreement, dated May 27, 2025, by and between Trio Petroleum Corp and Trio Petroleum LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on May 29, 2025)
10.38	Consulting Agreement, effective as of August 1, 2025, between the Company and Stanford Eschner (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on August 05, 2025)
10.39	Registration Rights Agreement, dated August 15, 2025, among Trio Petroleum Corp and purchasers thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on August 18, 2025)
10.40	Asset Acquisition Agreement dated as of August 20, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on October 27, 2025)
10.41	Consulting Agreement between Trio Petroleum Corp and Redwood Empire Financial Communications LLC, effective as of January 1, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on December 29, 2025)
10.42	Asset Purchase Agreement, dated as of December 30, 2025, by and among, Trio Petroleum Corp, Trio Petroleum Canada, Corp. and Novacor Exploration Ltd (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 5, 2026)
10.43	Registration Rights Agreement, dated as of December 30, 2025, by and between, Trio Petroleum Corp and Novacor Exploration Ltd (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on January 5, 2026)
10.44	At Market Issuance Sales Agreement, dated January 9, 2026, between the Trio Petroleum Corp and Ladenburg Thalmann Co. Inc (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 9, 2026)
10.45*	Amendment No.1 to the Form of Employment Agreement between the Company and Robin Ross, dated as of August 1, 2025
10.46*	Independent Contractor Agreement between the Company and Greg Overholtzer, dated as of January 1, 2026
16.1	Letter from Marcum LLP to the Securities Exchange Commission (incorporated by reference to Exhibit 16.1 of the Company’s Amendment No. 6 to Form S-1 (File No. 333-267380), filed with the Commission on February 6, 2023, as amended).
19.1	Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed with the Commission on January 29, 2024).
21.1*	List of Subsidiaries
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of KLS Petroleum Consulting LLC
24.1*	Power of Attorney (included on signature page of 2024 Annual Report on Form 10-K filed with the Commission on January 17, 2025)
31.1*	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1	Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K filed with the Commission on January 29, 2024).
99.1	Reserves Attributable to Trio Petroleum Corp South Salinas Area for Development Plan Phases 1 and 2 (incorporated by reference to Exhibit 99.1 of the Company’s Amendment No. 2 to Form S-1 (File No. 333-267380), filed with the Commission on November 18, 2022, as amended).
99.2	S. Salinas Area, Full Development Reserves Supplement to SEC Report Dated 1-28-2022 (incorporated by reference to Exhibit 99.2 of the Company’s Amendment No. 2 to Form S-1 (File No. 333-267380), filed with the Commission on November 18, 2022, as amended).
99.3	Reserve Attributable to Trio Petroleum Corp South Salinas Area for Phased and Full Development (incorporated by reference to Exhibit 99.3 of the Company’s Amendment No. 2 to Form S-1 (File No. 333-280816), filed with the Commission on November 29, 2024, as amended).
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

Filed herewith.

** Furnished, not filed

† Includes management contracts and compensation plans and arrangements

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, thereunto duly authorized.

TRIO PETROLEUM CORP
By:	/s/ Robin Ross
	Robin Ross
	Chief Executive Officer
	(Principal Executive Officer)

Date: January 20, 2026

By:	/s/ Greg Overholtzer
	Greg Overholtzer
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

Date: January 20, 2026

SIGNATURESAND POWER OF ATTORNEY****

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robin Ross and Greg Overholtzer, as his or her true and lawful attorneys-in-fact and agents, with the full power of substitution, for him or her in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K (including any and all exhibits, schedules, supplements, certifications and supporting documents thereto), and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities held on the dates indicated.

William J. Hunter
Signature	Title	Date
/s/ Robin Ross	Chairman and Chief Executive Officer	January 20, 2026
Robin Ross	(principal executive officer)
/s/ Gregory L. Overholtzer	Chief Financial Officer	January 20, 2026
Gregory L. Overholtzer	(principal financial officer and principal accounting officer)
/s/ William J. Hunter	Director	January 20, 2026
/s/ John Randall	Director	January 20, 2026
John Randall
/s/ Thomas J. Pernice	Director	January 20, 2026
Thomas J. Pernice
/s/ James Blake	Director	January 20, 2026
James Blake

Consolidated Financial Statements:
TABLE OF CONTENTS	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 5041)	F-2
Consolidated Balance Sheets as of October 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the Years Ended October 31, 2025 and 2024	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended October 31, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the Years Ended October 31, 2025 and 2024	F-6
Notes to Consolidated Financial Statements	F-7

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