Trio Petroleum Corp

For the period ended Apr 6, 2026. Filed Apr 6, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 6, 2026 · Filed Apr 6, 2026

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TPET$1.52+1.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

23823 Malibu Road

Telephone: (661) 324-3911

April 6, 2026

Dear Fellow Stockholders:

On behalf of the board of directors (“Board of Directors”) of Trio Petroleum Corp, I cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Trio Petroleum Corp, which will be held virtually via the internet, commencing at 11:00 a.m. Eastern Time on May 21, 2026. In order to attend the meeting, you must log on towww.virtualshareholdermeeting.com/TPET2026/ and enter the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

1.	To elect one (1) Class III director to serve for a three-year term that expires at the Company’s 2029 annual meeting of stockholders (“the “2029 Annual Meeting”), or until the election and qualification of his successor in office, subject to his earlier death, resignation or removal;
2.	To approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”) of our outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), if deemed necessary by our Board of Directors, by a ratio of not less than one-for-two (1:2) and not more than one-for-ten (1:10), with the exact ratio to be set at a whole number within this range as determined by our board of directors (“Board of Directors”) in its sole discretion;
3.	To approve an amendment to Section 5(a) of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of Common Stock reserved for issuance with respect to awards granted under the 2022 Plan from 2,952,383 shares of Common Stock to 6,452,383 shares of Common Stock by adding 3,500,000 shares;
4.	To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending October 31, 2026; and
5.	To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

To all stockholders of record at the close of business on March 26, 2026, attached to this letter are a Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by phone, electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

Sincerely,
	/s/ Robin Ross
Name:	Robin Ross
Title:	Chief Executive Officer

23823 Malibu Road

Telephone: (661) 324-3911

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Virtual Meeting Only - No Physical Location

TO BE HELD ON May 21, 2026

NOTICE IS HEREBY GIVENthat the Annual Meeting of Stockholders (the “Annual Meeting”) of Trio Petroleum Corp, a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on May 21, 2026, at 11:00 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting, for the following purposes:

1.	To elect one (1) Class III director to serve for a three-year term that expires at the Company’s 2029 annual meeting of stockholders (the “2029 Annual Meeting”), or until the election and qualification of his successor in office, subject to his earlier death, resignation or removal (the “Director Election Proposal”);
2.	To approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”) of our outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), if deemed necessary by our Board of Directors, by a ratio of not less than one-for-two (1:2) and not more than one-for-ten (1:10), with the exact ratio to be set at a whole number within this range as determined by our board of directors (“Board of Directors”) in its sole discretion; (the “Reverse Stock Split Proposal”);
3.	To approve an amendment to Section 5(a) of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of Common Stock reserved for issuance with respect to awards granted under the 2022 Plan from 2,952,383 shares of Common Stock to 6,452,383 shares of Common Stock by adding 3,500,000 shares (the “2022 Plan Amendment Proposal”);
4.	To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending October 31, 2026 (the “Auditor Ratification Proposal”); and
5.	To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

These items of business for the Annual Meeting are described in the accompanying Proxy Statement that follows this notice. Holders of record of our Common Stock as of the close of business on March 26, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.

The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on May 21, 2026, at 11:00 a.m. Eastern Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the Annual Meeting via the Internet by visitingwww.virtualshareholdermeeting.com/TPET2026/ and entering the 16-digit control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on and vote during the Annual Meeting on the meeting website. Stockholders of record will not be able to ask questions online during the Annual Meeting. If you would like to submit a question prior to the Annual Meeting, please visitwww.ProxyVote.com with your 16-digit control number and use the Questions for Management feature on the site.

**Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 21, 2026:**The accompanying Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended October 31, 2025 (the “2025 Annual Report”), are available atProxyVote.com.

We will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying Proxy Statement and our 2025 Annual Report via the Internet and how to vote online or by mail with a completed proxy card or by phone. The Notice of Internet Availability of Proxy Materials and the Proxy Statement also contain instructions on how you can receive a paper or electronic copy of the proxy materials. If you elect to receive a paper or electronic copy of our proxy materials, our 2025 Annual Report will be sent to you along with the accompanying Proxy Statement.

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 6, 2026.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.

By Order of the Board of Directors,
	/s/ Robin Ross
Name:	Robin Ross
Title:	Chief Executive Officer

Malibu, CA

April 6, 2026

TABLE OF CONTENTS

	Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
Questions and Answers	1
PROPOSAL NO. 1 - THE DIRECTOR ELECTION PROPOSAL	7
Board Size and Structure	7
Current Directors and Terms	7
Nominees for Class II Directors	7
Information About Board Nominees	7
Director Nominee Qualifications	7
Vote Required	7
Board Recommendation	7
PROPOSAL NO. 2 - THE REVERSE STOCK SPLIT PROPOSAL	8
Introduction	8
Reasons for a Reverse Stock Split; the NYSE American Requirements for Continued Listing	8
Potential Disadvantages of a Reverse Stock Split	9
Criteria the Board of Directors May Use to Determine Whether to Implement a Reverse Stock Split	9
Effecting a Reverse Stock Split	10
Effect on Outstanding Shares, Options and Certain other Securities	10
Effect on Registration	10
Fractional Shares	10
Shares Held in Book Entry and Through a Broker, Bank or Other Holder of Record	10
Anti-Takeover and Dilutive Effects	10
Accounting Consequences	10
Text of Proposed Certificate of Amendment; Effectiveness	10
Vote Required	10
Recommendation of the Board	10
PROPOSAL NO. 3 - THE 2022 PLAN AMENDMENT PROPOSAL	11
Background	11
Summary of Material Terms of 2022 Plan	12
Vote Required	15
Recommendation of Board	15
PROPOSAL NO. 4 - THE AUDITOR RATIFICATION PROPOSAL	16
Audit, Audit-Related, Tax and All Other Fees	16
Audit Committee’s Pre-Approval Policies and Procedures	16
Audit Committee Report	17
Vote Required	17
Board Recommendation	17
DIRECTORS AND OFFICERS	18
Executive Officers	18
Non-Employee Directors	18
Family Relationships	19
Director or Officer Involvement in Certain Prior Legal Proceedings	19
Board Composition and Election of Directors	19
Director Independence	19
Classified Board of Directors	19
Board Leadership Structure	19
Board’s Role in Risk Oversight	20
Board Committees	20
Compensation Committee Interlocks and Insider Participation	21
Code of Business Conduct and Ethics	22
Board Attendance	22
Executive Sessions	22
Director Attendance at Annual Meeting of Stockholders	22
Communications with the Board of Directors	22
Delinquent Section 16(a) Reports	22
EXECUTIVE AND DIRECTOR COMPENSATION	23
Summary Compensation	23
Outstanding Equity Awards at Fiscal Year End	24
Employment Agreements	25
Incentive Award Plans	26
Director Compensation	28
Compensation Committee Report Sessions	29
Security Ownership of Certain Beneficial Owners and Management	30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,	32
Related Party Transactions	32
Indemnification Agreements	36
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2027 ANNUAL MEETING	37
HOUSEHOLDING	37
Annex A - Amendment to the Amended and Restated Certificate of Incorporation	A-1
Annex B - Amendment No. 3 To Trio Petroleum Corp 2022 Equity Incentive Plan	B-1

523823 Malibu Road

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2026

This proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended October 31, 2025 (the “2025 Annual Report”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of Trio Petroleum Corp (the “Company,” “Corporation,” “Trio,” “TPET,” “we,” “us,” or “our”), in connection with our 2026 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 6, 2026.

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

On or about April 6, 2026, we will mail to our stockholders of record at the close of business on March 26, 2026 (“Record Date”) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access proxy materials via the Internet and how to vote online.The proxy materials are available atProxyVote.com. As a result, you will not receive paper copies of the proxy materials unless you request one. All stockholders are able to access the proxy materials on the website referred to in the Notice and in this Proxy Statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in this Proxy Statement.

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