NTRP Form 4: Kaplan reports 31,250-share Series Q conversion

Rhea-AI Filing Summary

NextTrip, Inc. (NTRP) director Andrew Jay Kaplan reported the conversion of derivative securities into common stock. On November 21, 2025, 31,250 shares of Series Q Nonvoting Convertible Preferred Stock were converted into 31,250 shares of common stock after stockholder approval obtained on November 19, 2025. The newly issued shares are held indirectly through the Kaplan Wright Family Trust, bringing that trust’s indirect common stock holdings to 36,250 shares. Kaplan is also deemed to beneficially own 108,400 shares of common stock held by KC Global Media Asia LLC, while disclaiming beneficial ownership of securities held by both entities in excess of his pecuniary interest.

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

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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^*

Kaplan Andrew Jay

(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)
11/21/2025

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
Common stock	11/21/2025		C		31,250	A	$0.0(1)	36,250	I	By Kaplan Wright Family Trust(2)(3)
Common stock								108,400	I	By KC Global Media Asia LLC(2)(4)

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 Q Nonvoting Convertible Preferred Stock	$0(1)	11/21/2025		C		31,250		(1)	(1)	Common Stock	31,250	$0(1)	0	I	By Kaplan Wright Family Trust(2)(3)

Explanation of Responses:

1. Each share of Series Q Nonvoting Convertible Preferred Stock was converted into one share of Common Stock upon receipt of stockholder approval, which approval was obtained on November 19, 2025, and the underlying Common Stock shares were issued on November 21, 2025. The shares have not expiration date.

2. The shares are held by the Trust. Mr. Kaplan is the trustee of the Kaplan Wright Family Trust (the "Trust"). As such, Mr. Kaplan is deemed to beneficially own the securities held by the Trust.

3. The securities are held by KC Global Media Asia LLC ("KCGM"). Mr. Kaplan serves as Chairman of KCGM and is deemed to beneficially own the securities held by KCGM.

4. Mr. Kaplan disclaims beneficial ownership of all securities held by KCGM and the Trust in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Andrew Jay Kaplan	11/24/2025
	** 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).
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FAQ

What insider transaction did NextTrip (NTRP) report in this Form 4?

The filing reports that Andrew Jay Kaplan, a director of NextTrip, Inc. (NTRP), had 31,250 shares of Series Q Nonvoting Convertible Preferred Stock converted into 31,250 shares of common stock on November 21, 2025.

What is the conversion ratio for NextTrip’s Series Q Nonvoting Convertible Preferred Stock?

Each share of Series Q Nonvoting Convertible Preferred Stock was converted into one share of common stock upon receipt of stockholder approval obtained on November 19, 2025.

How many NextTrip (NTRP) shares does Andrew Jay Kaplan indirectly hold through the Kaplan Wright Family Trust?

After the reported transaction, the Kaplan Wright Family Trust holds 36,250 shares of common stock of NextTrip, Inc., which are reported as indirectly beneficially owned by Andrew Jay Kaplan.

What additional indirect holdings of NextTrip (NTRP) stock are reported for Andrew Jay Kaplan?

The filing states that 108,400 shares of common stock are held by KC Global Media Asia LLC, and Andrew Jay Kaplan is deemed to beneficially own these securities due to his role as Chairman of that entity.

Did Andrew Jay Kaplan pay cash for the converted NextTrip (NTRP) shares?

The Form 4 shows an exercise or conversion price of $0 for the Series Q Nonvoting Convertible Preferred Stock, indicating the common shares were issued upon conversion at $0 per share as noted in the filing.

Does Andrew Jay Kaplan fully accept beneficial ownership of all NextTrip shares held by related entities?

No. The filing explains that Kaplan disclaims beneficial ownership of all securities held by the Kaplan Wright Family Trust and KC Global Media Asia LLC in excess of his pecuniary interest, and states that the report shall not be deemed an admission of such ownership.

When did the stockholder approval required for the NextTrip Series Q conversion occur?

Stockholder approval required for the conversion of the Series Q Nonvoting Convertible Preferred Stock was obtained on November 19, 2025, and the underlying common shares were issued on November 21, 2025.