Item 3.02. Unregistered Sale of Equity Securities The information 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 registration 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. None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description No. 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 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 Date: By: /s/ Name: Robin Title: Chief