NextTrip (NTRP) CFO receives 19,787-share equity grant with 5,896 shares withheld for taxes

Rhea-AI Filing Summary

NextTrip, Inc. Chief Financial Officer Frank Orzechowski reported compensation-related stock activity. He received a grant of 19,787 shares of common stock as payment for deferred salary and a performance bonus under the NextTrip, Inc. 2023 Equity Incentive Plan, issued for no cash consideration. To cover related tax obligations, 5,896 shares were withheld by the company at a withholding price based on the closing market price of $2.48 per share on May 11, 2026. One line of the report shows Orzechowski holding 19,836 common shares directly after the grant.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Orzechowski Frank

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common stock	19,787	$0.00	--
Tax Withholding	Common Stock	5,896	$2.48	$15K

Holdings After Transaction: Common stock — 19,836 shares (Direct, null); Common Stock — 13,850 shares (Direct, null)

Footnotes (1)

1. Represents shares of common stock granted to Mr. Orzechowski as payment for deferred salary and a performance bonus pursuant to the NextTrip, Inc. 2023 Equity Incentive Plan. The share grant was approved by the Issuer's Board of Directors on February 10, 2026, and issued on May 11, 2026 for no cash consideration. Represents shares of common stock withheld by the Company to satisfy tax withholding obligations in connection with the issuance of the shares reported on Line 1. In accordance with the terms of the plan, the withholding price is based on the closing market price of $2.48 on the May 11, 2026 transaction date.

Key Figures

Tax withholding shares: 5,896 shares Withholding price: $2.48 per share Equity grant size: 19,787 shares +1 more

4 metrics

Tax withholding shares 5,896 shares Shares withheld to satisfy tax obligations on May 11, 2026

Withholding price $2.48 per share Based on closing market price on May 11, 2026

Equity grant size 19,787 shares Common stock granted for deferred salary and performance bonus

Reported direct holding 19,836 shares Common shares shown as directly owned after the grant

Key Terms

2023 Equity Incentive Plan, deferred salary, performance bonus, tax withholding obligations, +1 more

5 terms

2023 Equity Incentive Plan financial

"pursuant to the NextTrip, Inc. 2023 Equity Incentive Plan"

deferred salary financial

"granted to Mr. Orzechowski as payment for deferred salary and a performance bonus"

performance bonus financial

"payment for deferred salary and a performance bonus pursuant to the NextTrip, Inc. 2023 Equity Incentive Plan"

tax withholding obligations financial

"withheld by the Company to satisfy tax withholding obligations in connection with the issuance"

closing market price financial

"withholding price is based on the closing market price of $2.48 on the May 11, 2026 transaction date"

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^*

Orzechowski Frank

(Last) (First) (Middle)

3900 PASEO DEL SOL

(Street)

SANTA FE NEW MEXICO 87507

(City) (State) (Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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

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

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

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	05/11/2026(1)		A		19,787	A	$0.00	19,836	D
Common Stock	05/11/2026(2)		F		5,896	D	$2.48	13,850	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. Represents shares of common stock granted to Mr. Orzechowski as payment for deferred salary and a performance bonus pursuant to the NextTrip, Inc. 2023 Equity Incentive Plan. The share grant was approved by the Issuer's Board of Directors on February 10, 2026, and issued on May 11, 2026 for no cash consideration.

2. Represents shares of common stock withheld by the Company to satisfy tax withholding obligations in connection with the issuance of the shares reported on Line 1. In accordance with the terms of the plan, the withholding price is based on the closing market price of $2.48 on the May 11, 2026 transaction date.

	/s/ Frank Orzechowski	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did NextTrip (NTRP) report for its CFO?

NextTrip’s CFO, Frank Orzechowski, reported a stock grant and related tax withholding. He was awarded 19,787 common shares as compensation, while 5,896 shares were withheld by the company to satisfy tax obligations tied to that grant.

Why did NextTrip (NTRP) CFO Frank Orzechowski receive 19,787 shares?

He received 19,787 common shares as payment for deferred salary and a performance bonus. The grant was made under the NextTrip, Inc. 2023 Equity Incentive Plan and issued on May 11, 2026 for no cash consideration, replacing cash compensation.

What does the 5,896-share disposition in the NextTrip (NTRP) Form 4 represent?

The 5,896-share disposition reflects stock withheld to cover tax obligations, not an open-market sale. NextTrip withheld these shares in connection with the grant, using a withholding price based on the $2.48 closing market price on May 11, 2026.

At what price were NextTrip (NTRP) shares valued for the CFO’s tax withholding?

For tax withholding, shares were valued at a closing market price of $2.48 per share on May 11, 2026. This price was used to determine how many shares—5,896 in total—were withheld to satisfy the CFO’s tax obligations on the stock grant.

How many NextTrip (NTRP) shares does the Form 4 show the CFO holding?

One transaction line in the Form 4 shows Frank Orzechowski holding 19,836 common shares directly following the grant. This figure reflects his reported direct ownership after the award described in that specific line of the filing.