NTRP Insider Filing: Kerby Transfers 102,579 Shares to Related Entity

Rhea-AI Filing Summary

William Kerby, a director and CEO of NextTrip, Inc. (NTRP), reported a change in beneficial ownership on Form 4. He transferred 102,579 common shares on 08/29/2025, consisting of 95,625 shares moved to NextTrip Group, LLC to satisfy obligations tied to warrants issued by Travel and Media Tech, LLC (TMT), and 6,954 shares delivered by Group to satisfy Group obligations to a third party. The report shows 1,233,673 shares owned following the transaction and an indirect holding of 11,386 shares via Travel and Media Tech, LLC, of which Kerby is a 48% member. The filing includes a disclosure that 9,934 shares were issued to Kerby in June 2025 as a dividend on Series L Non-Voting Convertible Preferred Stock, exempt from Section 16.

Positive

• Timely and detailed disclosure of the insider transaction, including explanations for the transfers and exemption citations
• Continued substantial ownership after the transaction: 1,233,673 shares remain beneficially owned

Negative

• Disposition of 102,579 common shares by an insider, which reduces direct holdings
• Transfers to related entities (NextTrip Group, LLC and obligations tied to TMT) could complicate clear ownership picture despite disclaimers

Insights

Financial Analyst

TL;DR: Insider transfer reduces direct shares by 102,579; beneficial ownership remains sizable at 1.23M shares.

The transaction reflects a transfer of shares to satisfy obligations related to warrants and delivery commitments, not an open-market sale. Although 102,579 shares were disposed of on 08/29/2025, the reporting person still retains meaningful ownership at 1,233,673 shares, indicating continued significant economic exposure. The June 2025 dividend of 9,934 shares on Series L preferred stock is noted as exempt from Section 16 reporting. For investors, the filing provides transparency on ownership shifts but does not, by itself, quantify a change in control or overall stake concentration.

Corporate Governance Expert

TL;DR: Filing is a routine Section 16 disclosure showing transfers to related entities and clear disclaimers about indirect ownership.

The Form 4 documents arm’s-length transfers to NextTrip Group, LLC and explains the relationship with Travel and Media Tech, LLC, including a 48% membership interest by the reporting person. The report includes standard disclaimers disavowing beneficial ownership beyond pecuniary interest in TMT-held shares. The timely, detailed explanation of the transfer mechanics and the exemption citation for the preferred-stock dividend demonstrate compliance with disclosure obligations.

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

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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^*

KERBY WILLIAM

(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)

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

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)	1,233,673(2)	D
Common Stock								11,386	I	By Travel and Media Tech, LLC(3)

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 the 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 9,934 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 TMT. The Reporting Person is a 48% member of TMT. As such, the Reporting Person is deemed to beneficially own the shares held by TMT. The Reporting Person disclaims beneficial ownership of all securities held by 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.

	/s/ William Kerby	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 William Kerby report on the Form 4 for NTRP?

The Form 4 reports that William Kerby transferred 102,579 common shares on 08/29/2025 and owned 1,233,673 shares following the transaction.

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 pursuant to a Warrant Assignment Agreement.

Does William Kerby have indirect holdings through other entities?

Yes. The report shows 11,386 shares beneficially owned indirectly by Travel and Media Tech, LLC, of which Kerby is a 48% member.

Were any shares issued to Kerby recently and how were they treated?

The filing notes 9,934 shares were issued to Kerby in June 2025 as a dividend on Series L Non-Voting Convertible Preferred Stock, exempt from Section 16 under Rule 16a-9(a).

When was the Form 4 signed and filed?

The Form 4 bears the reporting person’s signature dated 09/02/2025 and records the transaction date as 08/29/2025.