UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2524, 2026

Trio Petroleum Corp

(Exact name of registrant as specified in its charter)

Delaware

001-41643

87-1968201

(State or other Jurisdiction

of 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		The 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 ☒

If 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 51.0801. ~~Shareholder~~Entry ~~Director~~Into ~~Nominations~~a Material Definitive Agreement.

~~Trio~~On March 24, 2026, Trio Petroleum Corp, a Delaware corporation (the “Company”) ~~will~~entered ~~host~~into ~~its~~a ~~2026~~Settlement ~~Annual~~Agreement ~~Meeting~~and ~~of Stockholders~~ Release (the “~~2026~~Settlement ~~Annual Meeting~~Agreement”) ~~virtually~~with onMcDermott ~~Thursday,~~Will ~~May~~& ~~21,~~Schulte ~~2026.~~LLP ~~The~~(“McDermott”) ~~Company’s~~pursuant ~~Board~~to ofwhich, ~~Directors~~subject ~~has~~to the terms and conditions set aforth ~~record~~in ~~date~~the ofSettlement ~~Thursday~~Agreement, ~~March 26~~the Company agreed to resolve, ~~2026~~settle, ~~entitling~~and ~~stockholders~~compromise ofamong ~~record~~other asthings the ofCompany’s ~~such~~obligation ~~date~~ to ~~notice~~pay an aggregate of ~~and~~$392,700.23 toin ~~vote~~fees atfor ~~the~~legal ~~2026~~services ~~Annual~~previously ~~Meeting.~~performed ~~Because~~by ~~the~~McDermott ~~Company~~for isthe ~~holding~~Company (the ~~2026~~“Fees”). ~~Annual~~In ~~Meeting~~consideration ~~more~~of ~~than~~the 30Fees, ~~days~~the ~~prior~~Company agreed to ~~the~~issue ~~anniversary~~to McDermott 446,149 restricted shares (the “Shares”) of ~~last~~common ~~year’s~~stock, ~~Annual~~par ~~Meeting~~value US$0.0001 per share (the “Common Stock”) of ~~Stockholders~~the Company, as ~~provided~~determined by the calculation as set forth in ~~Rule~~the ~~14a-8~~Settlement ofAgreement (the ~~Securities~~“Settlement ~~Exchange~~Payment”). ~~Act~~The ofCompany ~~1934,~~also asagreed ~~amended~~to have such Shares registered on a resale registration statement (~~Rule~~the ~~14a-8~~“Resale Registration Statement”), with the Company isto ~~hereby~~use ~~providing~~its commercially reasonable efforts to file the ~~date~~Resale byRegistration ~~which~~Statement ~~shareholder~~with the Securities and Exchange Commission (the “Commission”) ~~proposals~~within ~~must~~twenty be(20) ~~received~~calendar bydays after the ~~Company~~issuance of the Shares, and to beuse ~~included~~its incommercially reasonable efforts to cause such Resale Registration Statement to become effective by the ~~proxy~~Commission ~~statement~~within ~~for~~forty-five (45) days after the ~~2026~~issuance ~~Annual~~of ~~Meeting~~the Shares..

~~The~~In ~~Company~~consideration ~~will~~of ~~provide~~the ~~additional~~Settlement ~~details~~Payment ~~regarding~~and effective as of the ~~matters~~date of the filing of the Resale Registration Statement, both the Company and McDermott agreed to berelease ~~voted~~and ondischarge the other party from all liabilities, claims, obligations, and ~~instructions~~all ~~for~~other ~~accessing~~legal responsibilities of any form whatsoever relating to: (i) the ~~2026~~subject ~~Annual~~matter ~~Meeting~~of inthe Settlement Agreement; (ii) any acts or omissions by either party occurring prior to the ~~Company~~date of the Settlement Agreement; and (iii) any costs, attorneys’s ~~proxy~~fees ~~statement~~or toexpenses beincurred ~~filed~~by either party in connection with the ~~Securities~~subject ~~and~~matter ~~Exchange~~of ~~Commission~~the Settlement Agreement prior to the ~~2026~~date ~~Annual~~of ~~Meeting~~entry into the Settlement Agreement.

~~Deadline~~The ~~for~~foregoing ~~Rule~~summary ~~14a-8~~of ~~Stockholder~~the ~~Proposals~~Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ToItem be considered for inclusion in proxy materials for the 2026 Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 and intended to be presented at the 2026 Annual Meeting must be received by the Company at 23823 Malibu Road, Suite 304, Malibu, CA 90265 no later than the close of business on April 6, 20263. ~~Any proposal received after such date will be considered untimely~~02. ~~All~~Unregistered ~~Rule~~Sale 14a-8 proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting. The public announcement of anEquity ~~adjournment or postponement of the date of the Annual Meeting will not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a-8.~~Securities

~~Advance~~The ~~Notice~~information ~~Deadline~~contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of McDermott in the Settlement Agreement, the issuance of the Shares pursuant to the Settlement Agreement to McDermott as consideration in the Settlement Payment was made in a transaction exempt for ~~Director~~registration ~~Nominations~~in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky” laws.

ToNone of the securities have been registered under the Securities Act or any state securities laws and may not be ~~considered~~offered ~~for~~or ~~inclusion~~sold in ~~proxy~~the ~~materials~~United States ~~for~~absent registration with the ~~2026~~Commission ~~Annual~~or ~~Meeting~~an toapplicable ~~bring~~exemption ~~nominations~~from ~~for~~the ~~directors,~~registration ~~any~~requirements. ~~such~~Neither ~~nominations~~this ~~must~~Current Report beon ~~received~~Form by8-K ~~the~~nor ~~Company~~any atexhibit ~~the~~attached ~~same~~hereto ~~address~~is ~~provided~~an ~~above~~offer noto ~~later~~sell ~~than~~or the ~~close~~solicitation of ~~business~~an onoffer ~~April~~to 6,buy ~~2026.~~shares ~~Any~~of ~~proposal~~Common ~~received after~~Stock ~~such~~or ~~date~~other securities ~~will~~of bethe ~~considered untimely~~Company.

~~Further,~~Item to9.01 ~~comply~~Financial ~~with~~Statements ~~the~~and universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by April 6, 2026Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Settlement Agreement And Release dated as of March 24, 2026, by and between Trio Petroleum Corp and McDermott Will & Schulte LLP.
104		Cover Page Interactive Data File (embedded within 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: March 25, 2026	By:	/s/ Robin Ross
Date: March 27, 2026	By:	/s/ Robin Ross
	Name:	Robin Ross
	Title:	Chief Executive Officer

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