PERNICE THOMAS J 4

What Happened
Thomas J. Pernice, a director of Trio Petroleum Corp (TPET), reported an open-market/private sale of 25,000 shares on February 12, 2026 (transaction code S). The Form 4 lists the price as N/A, but a footnote states the shares were sold based upon an average price of $0.43640, implying proceeds of roughly $10,910. The filing notes the sale was to cover tax withholding related to restricted stock issued to Mr. Pernice in 2025—this type of sale is commonly a routine tax-related disposition rather than a directional bet on the stock.

Key Details

• Transaction date: 2026-02-12 (reported on Form 4 filed 2026-02-13) — appears timely.
• Transaction type: Open market or private sale (S).
• Shares sold: 25,000. Reported price on form: N/A; footnote F2 gives average price $0.43640.
• Approximate proceeds: ~$10,910 (25,000 × $0.43640).
• Shares owned after transaction: Not disclosed in the provided excerpt.
• Notable footnotes: F1 — sale made to cover taxes from 2025 restricted stock issuance; F2 — price breakdown provided to the SEC on request.
• Filing timeliness: Form dated the day after the transaction (filed 2026-02-13 for a 2026-02-12 trade), which is generally within the required reporting window.

Context
Tax-withholding sales tied to restricted stock are routine and do not necessarily indicate management sentiment about the company’s prospects. For retail investors, purchases tend to be more informative as potential bullish signals; small, single sales to cover tax obligations are common and often administrative.