NextTrip (NTRP) updates CFO deal with $250K salary, stock grant

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NextTrip, Inc. approved a new employment agreement for Chief Financial Officer Frank Orzechowski. The deal, effective retroactively to February 10, 2026, sets an annual base salary of $250,000, plus a one-time equity bonus of 10,000 shares under the 2023 Equity Incentive Plan and a guaranteed $13,500 cash bonus for 2026.

From September 1, 2025 through March 31, 2026, $50,000 of the base salary will be paid in fully vested common shares based on the closing price on February 10, 2026. The agreement runs month-to-month and provides six months of severance if he is involuntarily terminated or resigns for good reason, and allows for additional performance-based bonuses and future equity awards.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/13/2026 - 04:31 PM

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 13,2026 (March 11,2026)

NextTrip, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada		001-38015		27-1865814
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3900 Paseo del Sol
Santa Fe, New Mexico		87507
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (505) 438-2576

(Former Name or Former Address, if Changed Since Last Report)

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 $0.001 per share		NTRP		The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2026, NextTrip, Inc., a Nevada corporation (the “Company”) entered into a new employment agreement (the “Employment Agreement”) with Frank Orzechowski (“Employee”) setting forth the terms of Employee’s continued service as the Company’s Chief Financial Officer. The effective date of the Employment Agreement is retroactive to February 10,2026. The term of employment is on a monthly basis subject to a six-month severance payment in the case of involuntary termination or Employee resigns for good reason. Employee will receive a base annual base salary of $250,000 (the “Base Salary”), an equity bonus grant of 10,000 shares of the Company’s Common Stock under the Company’s 2023 Equity Incentive Plan (the “Plan”) and a guaranteed cash bonus of $13,500 for the 2026 calendar year. From September 1,2025 through March 31,2026, $50,000 of the Base Salary will be satisfied in fully vested shares of the Company’s common stock issued under the Plan based on the closing price of the Company’s Common Stock on February 10,2026. Employee is also eligible to earn an annual performance bonus with a target opportunity of between $50,000 and $150,000 as determined by the Compensation Committee upon achievement of performance objectives as set forth in the Employment Agreement. Employee is also eligible to participate in additional grants of awards under the Plan as approved by the Compensation Committee and Board of Directors.

The foregoing summary of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

10.1		Employment Agreement.

104		Cover Page Interactive Data File (embedded within the 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.

	NEXTTRIP, INC.

Date: March 13, 2026	By:	/s/ William Kerby
	Name:	William Kerby
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did NextTrip (NTRP) disclose in this 8-K filing?

NextTrip disclosed a new employment agreement for its Chief Financial Officer, Frank Orzechowski. The agreement defines his base salary, equity grants, cash bonuses, severance protections, and eligibility for additional performance-based and equity awards, replacing prior terms for his continued service as CFO.

What is the new base salary for NextTrip (NTRP) CFO Frank Orzechowski?

The agreement sets Frank Orzechowski’s base annual salary at $250,000. Between September 1, 2025 and March 31, 2026, $50,000 of that salary will be paid in fully vested common stock, using the February 10, 2026 closing price to determine the number of shares.

What equity compensation does NextTrip (NTRP) grant its CFO under the new deal?

The CFO receives an equity bonus of 10,000 shares of NextTrip common stock under the 2023 Equity Incentive Plan. He is also eligible for additional grants of awards under the same plan, subject to approval by the Compensation Committee and the Board of Directors.

What cash bonuses are included in the NextTrip (NTRP) CFO agreement?

The agreement provides a guaranteed cash bonus of $13,500 for the 2026 calendar year. It also offers an annual performance bonus opportunity between $50,000 and $150,000, with actual amounts determined by the Compensation Committee based on specific performance objectives in the agreement.

What severance protections does the NextTrip (NTRP) CFO have?

The CFO’s employment is on a monthly basis but includes six months of severance pay if he is involuntarily terminated or resigns for good reason. These protections are designed to provide income continuity if the company ends the relationship or circumstances trigger a qualifying resignation.

When is the new NextTrip (NTRP) CFO agreement effective?

The employment agreement is effective retroactively to February 10, 2026. Although it was entered into on March 11, 2026, the retroactive date governs compensation terms, including the salary structure and stock-based portion calculated using the company’s closing share price on that date.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

EX-10.1 EX-10.1 77.3 KB