[Form 4/A] NextTrip, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

NextTrip, Inc. (NTRP) disclosed an amended Form 4 showing Director David Jiang acquired 127,186 shares of common stock at $1.96 on 11/04/2025 (transaction code J).

The filing states the shares were transferred under a February 24, 2025 Assignment Agreement after milestone achievements and other conditions, in exchange for the reporting person’s investment to fund an acquisition made by the company. Following the transaction, Jiang beneficially owns 902,642 shares directly.

Insights

Corporate governance analyst

Routine insider equity transfer tied to a prior agreement; neutral.

The director received 127,186 shares on 11/04/2025 at $1.96 under an Assignment Agreement dated February 24, 2025. The explanation links the transfer to milestone achievements and an investment that funded a company acquisition, framing this as consideration rather than an open‑market buy.

Post‑transaction beneficial ownership is 902,642 shares (direct). As a Form 4/A, this is administrative disclosure of insider holdings. Actual market impact depends on trading activity, which this filing does not address.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jiang David T

(Last) (First) (Middle)

3900 PASEO DEL SOL

(Street)

SANTA FE NM 87507

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NextTrip, Inc. [ NTRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/07/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	11/04/2025		J(1)		127,186	A	$1.96	902,642	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares of common stock were acquired pursuant to the terms of an Assignment Agreement dated February24, 2025, pursuant to which Travel and Media Tech, LLC agreed to transfer the shares to the reporting person upon the satisfaction of certain milestone achievements and other conditions met and in exchange for the investment by the reporting person for funding an acquisition made by the issuer.

	/s/ David Jiang	11/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NextTrip (NTRP) report?

A director acquired 127,186 shares of common stock at $1.96 on 11/04/2025 (code J).

How many NextTrip (NTRP) shares does the reporting person own after the transaction?

The filing shows 902,642 shares beneficially owned directly following the transaction.

What is transaction code J in the NextTrip (NTRP) Form 4/A?

Code J indicates an acquisition under other circumstances; here, shares were transferred under an Assignment Agreement tied to milestones and prior investment.

What agreement governed the share transfer for NextTrip (NTRP)?

An Assignment Agreement dated February 24, 2025, with transfers contingent on milestone achievements and conditions.

Who is the reporting person in the NextTrip (NTRP) filing?

The signature block shows David Jiang, identified as a Director of the issuer.

What was the context for the share transfer in NextTrip (NTRP)?

The shares were exchanged for the reporting person’s investment used to fund an acquisition made by the issuer, per the filing.