NTRP insider adds Series O preferred; 1:1 conversion after approval

Rhea-AI Filing Summary

NextTrip (NTRP) Chief Operating Officer John McMahon reported acquisitions of Series O Nonvoting Convertible Preferred Stock in private transactions at $3.10 per share. Transactions occurred on 02/10/2025, 04/09/2025, and 04/28/2025, bringing his holdings to 168,416 Series O preferred shares, held directly.

Each preferred share will convert into one share of common stock only after stockholder approval of the conversion; the preferred shares do not expire.

Insights

Insider transactions analyst

Routine insider acquisition; conversion contingent on shareholder approval.

John McMahon, COO of NextTrip, reported acquisitions of Series O Nonvoting Convertible Preferred Stock via private transactions at $3.10 per share. The filings list three dates and show cumulative direct ownership of 168,416 preferred shares.

The preferred shares convert into common stock on a one-for-one basis only after stockholder approval of the conversion, and they do not expire. Actual impact on the common share count depends on that approval and holder decisions.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McMahon John Patrick

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Other	Series O Nonvoting Convertible Preferred Stock	45,930	$3.10	$142K
Other	Series O Nonvoting Convertible Preferred Stock	61,243	$3.10	$190K
Other	Series O Nonvoting Convertible Preferred Stock	61,243	$3.10	$190K

Holdings After Transaction: Series O Nonvoting Convertible Preferred Stock — 168,416 shares (Direct)

Footnotes (1)

1. The shares (the "Shares") of Series O Nonvoting Convertible Preferred Stock ("Series O Preferred") shall not be convertible into shares of Common Stock unless and until stockholder approval of the conversion of the Series O Preferred into Common Stock ("Stockholder Approval") is obtained. Following receipt of Stockholder Approval, each share of Series O Preferred will automatically convert into one share of Common Stock, subject to certain limitations. The Shares were acquired from the Issuer in private transactions pursuant to a membership interest purchase agreement at a purchase price of $3.10 per Share. The Shares do not expire.

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McMahon John Patrick

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2025

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

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

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
Series O Nonvoting Convertible Preferred Stock	(1)	02/10/2025		J(2)		61,243		(1)	(3)	Common Stock	61,243	$3.1	61,243	D
Series O Nonvoting Convertible Preferred Stock	(1)	04/09/2025		J(2)		61,243		(1)	(3)	Common Stock	61,243	$3.1	122,486	D
Series O Nonvoting Convertible Preferred Stock	(1)	04/28/2025		J(2)		45,930		(1)	(3)	Common Stock	45,930	$3.1	168,416	D

Explanation of Responses:

1. The shares (the "Shares") of Series O Nonvoting Convertible Preferred Stock ("Series O Preferred") shall not be convertible into shares of Common Stock unless and until stockholder approval of the conversion of the Series O Preferred into Common Stock ("Stockholder Approval") is obtained. Following receipt of Stockholder Approval, each share of Series O Preferred will automatically convert into one share of Common Stock, subject to certain limitations.

2. The Shares were acquired from the Issuer in private transactions pursuant to a membership interest purchase agreement at a purchase price of $3.10 per Share.

3. The Shares do not expire.

	/s/ John McMahon	11/06/2025
	** 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

Who filed the Form 4 for NextTrip (NTRP)?

Chief Operating Officer John McMahon filed the Form 4.

What securities did the NTRP insider acquire and at what price?

He acquired Series O Nonvoting Convertible Preferred Stock at $3.10 per share in private transactions.

When did the reported NTRP insider transactions occur?

On 02/10/2025, 04/09/2025, and 04/28/2025.

How many Series O preferred shares does the insider hold after these transactions?

He holds 168,416 Series O preferred shares, directly.

What are the conversion terms for NTRP’s Series O preferred shares?

Each preferred share converts into one common share only after stockholder approval of the conversion.

Do the Series O preferred shares have an expiration date?

No. The filing states the Shares do not expire.