NextTrip NTRP insider converts Series Q preferred into 13,580 common

Rhea-AI Filing Summary

NextTrip, Inc. (NTRP) director reported a stock conversion. On November 21, 2025, the reporting person converted 13,580 shares of Series Q Nonvoting Convertible Preferred Stock into 13,580 shares of common stock at a stated price of $0.0 per share. This followed stockholder approval received on November 19, 2025. After the transaction, the reporting person directly owned 13,580 common shares and no Series Q preferred shares, reflecting a change in the form of ownership rather than a new cash investment.

Insights

Equity ownership and governance analyst

Routine preferred-to-common conversion changes share class, not cash position.

The filing shows a director of NextTrip, Inc. converting 13,580 shares of Series Q Nonvoting Convertible Preferred Stock into the same number of common shares on November 21, 2025. The stated conversion price is $0.0 per share, indicating a non-cash, structural change in the type of security held.

The conversion occurred after stockholder approval obtained on November 19, 2025, which was a condition for the preferred shares to convert into common stock. Following the transaction, the director held 13,580 common shares directly and no Series Q preferred shares, so the key effect is a shift into voting equity that participates directly in the common stock’s economic and governance profile.

This type of transaction is typical for preferred instruments designed to convert upon a specific approval event. The impact on the broader shareholder base depends on how these 13,580 new common shares compare to total shares outstanding, which is not detailed in this excerpt.

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^*

Diges Carmen L

(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		13,580	A	$0.0(1)	13,580	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
Series Q Nonvoting Convertible Preferred Stock	$0(1)	11/21/2025		C		13,580		(1)	(2)	Common Stock	13,580	$0(1)	0	D

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.

2. The shares have no expiration date.

	/s/ Carmen Diges	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).
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, Inc. (NTRP) report in this Form 4?

A director converted 13,580 shares of Series Q Nonvoting Convertible Preferred Stock into 13,580 shares of common stock on November 21, 2025.

What triggered the conversion of Series Q Preferred Stock at NextTrip, Inc. (NTRP)?

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

How many NextTrip (NTRP) common shares does the reporting person own after the transaction?

After the reported transaction, the reporting person directly owned 13,580 common shares of NextTrip, Inc.

Was any cash paid in the NextTrip (NTRP) preferred-to-common share conversion?

The conversion shows a stated price of $0.0 per share, indicating it was a non-cash conversion of preferred stock into common stock.

What happened to the Series Q Nonvoting Convertible Preferred Stock of NextTrip (NTRP)?

All 13,580 shares of Series Q Nonvoting Convertible Preferred Stock held by the reporting person were converted into common stock, with no expiration date on the preferred shares.

What is the relationship of the reporting person to NextTrip, Inc. (NTRP)?

The reporting person is identified as a Director of NextTrip, Inc. on the Form 4.