Trio Petroleum Corp

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as noted below, there have been no sales of unregistered securities during the three months ended July 31, 2026, which have not previously been reported in a Current Report on Form 8-K.

On July 1, 2026, the Company renewed its consulting agreement with the same consultant for a twelve-month term, providing for a monthly cash fee of $5,000 and a one-time grant of 16,667 shares of common stock, as approved by the Board by unanimous written consent dated June 26, 2026. The 16,667 shares were valued at the $2.76 closing price of the Company’s common stock on July 1, 2026, for a total grant-date value of $45,960, recognized on a straight-line basis over the twelve-month term. For the three and nine months ended July 31, 2026, the Company recognized $3,903 of share-based consulting expense within general and administrative expense, with $42,057 recorded as prepaid consulting fees as of July 31, 2026. As of July 31, 2026, the 16,667 shares had not been issued.