NTRP insider acquires 34,223 Series Q; 1:1 conversion post approval

Rhea-AI Filing Summary

NextTrip, Inc. (NTRP) director transaction: A director reported acquiring 34,223 shares of Series Q Nonvoting Convertible Preferred Stock on 09/15/2025 in a private transaction pursuant to a Securities Purchase Agreement at a purchase price of $3.20 per share.

The Series Q Preferred is not convertible into Common Stock unless and until stockholder approval of the conversion is obtained. After such approval, each share will automatically convert into one share of Common Stock, subject to certain limitations. The reported securities do not expire and are held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KIRCHER STEPHEN C

Role Director

Type	Security	Shares	Price	Value
Other	Series Q Nonvoting Convertible Preferred Stock	34,223	$3.20	$110K

Holdings After Transaction: Series Q Nonvoting Convertible Preferred Stock — 34,223 shares (Direct)

Footnotes (1)

1. The shares (the "Shares") of Series Q Nonvoting Convertible Preferred Stock ("Series Q Preferred") shall not be convertible into shares of Common Stock unless and until stockholder approval of the conversion of the Series Q Preferred into Common Stock ("Stockholder Approval") is obtained. Following receipt of Stockholder Approval, each share of Series Q Preferred will automatically convert into one share of Common Stock, subject to certain limitations. The Shares were acquired from the Issuer in a private transaction pursuant to a Securities Purchase Agreement at a purchase price of $3.20 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^*

KIRCHER STEPHEN C

(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)
09/15/2025

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 Q Nonvoting Convertible Preferred Stock	(1)	09/15/2025		J(2)		34,223		(1)	(3)	Common Stock	34,223	$3.2	34,223	D

Explanation of Responses:

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

2. The Shares were acquired from the Issuer in a private transaction pursuant to a Securities Purchase Agreement at a purchase price of $3.20 per Share.

3. The Shares do not expire.

	/s/ STEPHEN C KIRCHER	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

What insider transaction did NextTrip (NTRP) report?

A director acquired 34,223 shares of Series Q Nonvoting Convertible Preferred Stock on 09/15/2025.

What was the purchase price in the NTRP Form 4?

The shares were acquired at $3.20 per share in a private transaction pursuant to a Securities Purchase Agreement.

Can the Series Q Preferred convert into NTRP common stock?

Yes, but only after stockholder approval of the conversion; then each preferred share converts 1-for-1 into common stock, subject to limitations.

Do the reported Series Q Preferred shares expire?

No. The filing states the Shares do not expire.

How many underlying common shares are tied to this derivative holding?

The filing lists 34,223 underlying shares of common stock corresponding to the reported preferred shares.

What ownership form was reported for the NTRP insider?

The securities are held directly by the reporting person.

What transaction code appears in the filing?

The transaction is coded J, with the explanation noting a private purchase under a Securities Purchase Agreement.