NextTrip Insider Transfer: 102,579 Shares Moved to Group; Monaco Still Major Holder

Rhea-AI Filing Summary

NextTrip, Inc. (NTRP) reporting person Donald P. Monaco, a director and greater-than-10% owner, reported a disposition of 102,579 common shares on 08/29/2025. After the reported transfer, Monaco beneficially owns 1,304,290 shares through the Donald P. Monaco Insurance Trust and holds additional indirect interests of 1,733 shares via Monaco Investment Partners, LP and 11,386 shares via Travel and Media Tech, LLC.

The filing explains the 102,579-share transfer consisted of 95,625 shares moved to NextTrip Group, LLC to satisfy obligations related to warrants assigned from Travel and Media Tech, LLC, plus 6,954 shares to satisfy delivery obligations of the Group. The report disclaims beneficial ownership of amounts exceeding Monaco’s pecuniary interest in certain entities.

Positive

• Substantial retained ownership: Reporting person continues to beneficially own 1,304,290 shares via his insurance trust, indicating ongoing alignment with company performance
• Transparent disclosure: Filing explains the nature of the transfers and clarifies trustee/manager roles and disclaimers regarding indirect ownership

Negative

• Notable disposition: Reporting person transferred 102,579 shares on 08/29/2025, which is a material reduction that investors may view negatively
• Complex ownership structure: Multiple indirect holdings through entities (MI Partners, MI II Partners, TMT) and disclaimers make exact control and economic exposure less straightforward

Insights

Securities Analyst

TL;DR: Director transferred 102,579 shares largely to a group entity to settle warrant-related and delivery obligations; retains substantial beneficial ownership.

The reported disposition appears transactional rather than an open-market sale: 95,625 shares were transferred to NextTrip Group, LLC to satisfy obligations arising from a warrant assignment related to Travel and Media Tech, LLC, and 6,954 shares were transferred for delivery obligations. Monaco remains a material holder with 1,304,290 shares held in his insurance trust plus additional indirect holdings, which preserves his economic exposure. The filing also includes a standard disclaimer limiting asserted beneficial ownership of shares held by affiliated entities to his pecuniary interest.

Corporate Governance Expert

TL;DR: Transaction seems internal among related entities; disclosure clarifies trustee and manager roles but does not indicate a departure or change in control.

The Form 4 clarifies the reporting relationships: Monaco is trustee of the Insurance Trust and managing general partner of Monaco Investment Partners and MI II Partners, which creates indirect beneficial ownership through affiliated entities. The assignment and transfer of shares to NextTrip Group, LLC to fulfill warrant and delivery obligations is disclosed, and the reporting person disclaims broader beneficial ownership beyond pecuniary interest. No resignation, option exercise, or new grant is reported.

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^*

Monaco Donald P

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		J(1)		102,579	D	(1)	1,304,290(2)	I	By Donald P. Monaco Insurance Trust(3)(4)
Common Stock								1,733	I	By Monaco Investment Partners, LP(4)(5)
Common Stock								11,386	I	By Travel and Media Tech, LLC(4)(6)

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. Shares transferred by the Reporting Person consisting of (a) 95,625 shares which were transferred to NextTrip Group, LLC ("Group") to satisfy certain obligations on behalf of Travel and Media Tech, LLC ("TMT") pursuant to a Warrant Assignment Agreement to transfer shares of the Issuer upon exercise of warrants issued by TMT; and (b) 6,954 shares transferred to Group to satisfy obligations of Group regarding delivery to a third party of shares of the Issuer owned by Group.

2. Includes 22,351 shares issued to the Reporting Person in June 2025 as a dividend on shares of Series L Non-Voting Convertible Preferred Stock of the Issuer held by the Reporting Person which issuance is exempt from Section 16 pursuant to Rule 16a(9)(a).

3. The shares are beneficially owned by the Donald P. Monaco Insurance Trust (the "Trust"). The Reporting Person is the trustee of the Trust. As such, the Reporting Person is deemed to beneficially own the shares held by the Trust.

4. The Reporting Person disclaims beneficial ownership of all securities held by Monaco Investment Partners, LP ("MI Partners"), Monaco Investment Partners II LP (" MI II Partners"), and TMT 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.

5. The shares are beneficially owned by MI Partners. The Reporting Person is the managing general partner of MI Partners. As such, the Reporting Person is deemed to beneficially own the securities held by the MI Partners.

6. The securities are beneficially owned by TMT. MI II Partners is a 52% member of TMT. The Reporting Person is the managing general partner of MI II Partners. As such, the Reporting Person is deemed to beneficially own the shares held by TMT.

	/s/ Donald P. Monaco	09/02/2025
	** 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.
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FAQ

What did Donald P. Monaco report in the Form 4 for NTRP?

He reported a disposition of 102,579 common shares on 08/29/2025, with remaining beneficial ownership of 1,304,290 shares held in his insurance trust plus indirect holdings.

Why were 95,625 shares transferred to NextTrip Group, LLC?

The filing states 95,625 shares were transferred to NextTrip Group, LLC to satisfy obligations on behalf of Travel and Media Tech, LLC under a Warrant Assignment Agreement.

Did the Form 4 report any option exercises or derivative transactions?

No. Table II for derivative securities shows no reported option or derivative transactions in this filing.

Does Monaco still control shares held by affiliated entities?

The filing notes Monaco is trustee or managing general partner of affiliated entities and is deemed to beneficially own certain holdings, while disclaiming beneficial ownership beyond his pecuniary interest in some entities.

When was the Form 4 signed?

The Form 4 is signed by Donald P. Monaco on 09/02/2025.