Trio Petroleum (TPET) risk factors, FY2025 10-K

Trio Petroleum's FY2025 10-K, filed Jan 20, 2026, lists 29 risk factors in 2 groups. Against the prior year's 31: 1 new, 3 dropped, 3 substantially reworded.

Risk factors listed
292 groups
New this year
1vs 31 last year
Dropped
3since the prior 10-K
Substantially reworded
3of those kept
Section length
12k wordsItem 1A

What the changes say

  • Trio Petroleum updated share volatility figures and restructured governance-related risk disclosures.

What changed since the prior 10-K

New

  • NewRisks Relating to Our Securities

    We do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our shares appreciates

    The company does not plan to pay dividends, meaning investors must rely entirely on stock price appreciation for returns.

Dropped

  • DroppedRisks Relating to Our Business

    TPET and Lafayette Energy Corp (“LEC”) both have equity interests in the Asphalt Ridge Project, Utah. TPET and Trio LLC both have equity interests in the South Salinas Project and the McCool Ranch Oil Field, California

  • DroppedRisks Relating to Our Securities

    Certain of our executive officers and directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities

  • DroppedRisks Relating to Our Securities

    We do not intend to pay dividends on our common stock

    CFO conflicts regarding the Asphalt Ridge Project.

Reworded

  • 77% rewrittenRisks Relating to Our Securities

    Our share price may be volatile, and purchasers of our common stock could incur substantial losses

    Updated the post-split low share price figure from $1.12 to $0.74 and added specific risks related to small-capitalization company float and low trading volumes.

  • 42% rewrittenRisks Relating to Our Securities

    If we are not able to comply with the applicable continued listing requirements or standards of the NYSE American, our common stock could be delisted from the NYSE American

    Retained NYSE American listing requirements and delisting criteria without substantive textual changes.

  • 28% rewrittenRisks Relating to Our Business

    Due to our contractor model for drilling operations, we will be vulnerable to any inability to engage one or more drilling rigs and associated drilling personnel

    Retained the risk regarding the contractor model and Ensign Energy moving rigs out of California without substantive textual changes.

All 29 risk factors

Headings as the filing states them, in filing order.

Risks Relating to Our Business

  1. 01We may face delays and/or obstacles in project development due to difficulties in obtaining necessary permits from federal, state, county and/or local agencies, which may materially affect our business
  2. 02Due to our contractor model for drilling operations, we will be vulnerable to any inability to engage one or more drilling rigs and associated drilling personnel28% rewritten
  3. 03We are operating in a highly capital-intensive industry, and any sales of produced oil and gas may be insufficient to fund, sustain, or expand revenue-generating operations
  4. 04We face substantial uncertainties in estimating the characteristics of our assets, so you should not place undue reliance on any of our measures
  5. 05The drilling of wells is speculative, often involving significant costs that may be more than our estimates, and drilling may not result in any discoveries or additions to our future production or future reserves, or it may result in disproving or diminishing our current reserves
  6. 06We have been an exploration stage entity and our future performance is uncertain
  7. 07We are dependent on certain members of our management and technical team
  8. 08Seismic studies do not guarantee that oil or gas is present or, if present, will produce in economic quantities
  9. 09The potential lack of availability of, or cost of, drilling rigs, equipment, supplies, personnel, and crude oil field services could adversely affect our ability to execute on a timely basis exploration and development plans within any budget
  10. 10Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms in the future, which may in turn limit our ability to develop our exploration, appraisal, development and production activities
  11. 11A substantial or extended decline in global and/or local oil and/or natural gas prices may adversely affect our business, financial condition and results of operations
  12. 12Our inability to access appropriate equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets or delay our future oil and natural gas production
  13. 13We are subject to numerous risks inherent to the exploration and production of oil and natural gas
  14. 14We are subject to drilling and other operational environmental hazards
  15. 15The development schedule of oil and natural gas projects, including the availability and cost of drilling rigs, equipment, supplies, personnel and oilfield services, is subject to delays and cost overruns
  16. 16Participants in the oil and gas industry are subject to numerous laws that can affect the cost, manner or feasibility of doing business
  17. 17We and our operations are subject to numerous environmental, health and safety regulations which may result in material liabilities and costs
  18. 18Our operations may be dependent on sources of electricity and/or natural gas that may be unreliable or costly
  19. 19We expect continued and increasing attention to climate change and energy transition issues and associated regulations to constrain and impede the oil/gas industry
  20. 20We may incur substantial losses and become subject to liability claims as a result of future oil and natural gas operations, for which we may not have adequate insurance coverage
  21. 21We may be subject to risks in connection with acquisitions and the integration of significant acquisitions may be difficult
  22. 22If we fail to realize the anticipated benefits of a significant acquisition, our results of operations may be adversely affected
  23. 23The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention
  24. 24Our business and results of operations may be materially adversely affected by inflationary pressures

Risks Relating to Our Securities

  1. 25There can be no assurance that an active and liquid trading market for our common stock will continue or that we will be able to continue to comply with the NYSE American’s continued listing standards
  2. 26If we are not able to comply with the applicable continued listing requirements or standards of the NYSE American, our common stock could be delisted from the NYSE American42% rewritten
  3. 27Our share price may be volatile, and purchasers of our common stock could incur substantial losses77% rewritten
  4. 28For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies
  5. 29We do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our shares appreciatesNew

Other Trio Petroleum 10-Ks

  • FY2024 10-K risk factors
    31 risks

    Trio Petroleum faces high capital intensity and exploration stage risks without current revenue.

    Filed Jan 17, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.