NextTrip (NTRP) director-linked entity reports 25,000-share derivative stake

Rhea-AI Filing Summary

NextTrip, Inc. director Andrew Jay Kaplan reported indirect restructuring-type transactions involving securities held by KC Global Media Asia LLC. The filing shows 16,667 shares of Series A Nonvoting Convertible Preferred Stock at $3.00 per share, each convertible into one share of common stock after shareholder approval, and 8,333 associated warrants exercisable at $3.00 per share. In total, these positions represent 25,000 shares of common stock on an as-converted basis. The transactions are coded as “other acquisition or disposition” and Kaplan disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kaplan Andrew Jay

Role null

Type	Security	Shares	Price	Value
Other	Series A Nonvoting Convertible Preferred Stock	16,667	$3.00	$50K
Other	Warrant	8,333	$0.00	--

Holdings After Transaction: Series A Nonvoting Convertible Preferred Stock — 16,667 shares (Indirect, By KC Global Media Asia LLC); Warrant — 8,333 shares (Indirect, By KC Global Media Asia LLC)

Footnotes (1)

1. Each share of Series A Nonvoting Convertible Preferred Stock is convertible into one share of Common Stock. The shares are not convertible into Common Stock until shareholder approval is received after which it will automatically convert to common shares on the third business day after such approval is received. There is no expiration date for the Series A Nonvoting Convertible Preferred Stock. The price of each share of Series A Non is $3.00 and includes 1/2 warrant with an initial exercise date which is six months from the issue date and a term of three years. The securities are held by KC Global Media Asia LLC ("KCGM"). Mr. Kaplan serves as Chairman of KCGM and is deemed to beneficially own the securities held by KCGM. Mr. Kaplan disclaims beneficial ownership of all securities held by KCGM 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. The shares were purchased pursuant to a Securities Purchase Agreement between the Issuer and the Reporting Person.

Key Figures

Series A preferred shares: 16,667 shares at $3.00 Warrants reported: 8,333 warrants Underlying common shares: 25,000 shares +1 more

4 metrics

Series A preferred shares 16,667 shares at $3.00 Indirectly held; each convertible into one common share

Warrants reported 8,333 warrants Each exercisable into one share of common stock

Underlying common shares 25,000 shares Total common stock on an as-converted basis

Warrant exercise price $3.00 per share Initial exercise date six months from issue; three-year term

Key Terms

Series A Nonvoting Convertible Preferred Stock, warrant, Securities Purchase Agreement, beneficial ownership, +1 more

5 terms

Series A Nonvoting Convertible Preferred Stock financial

"Each share of Series A Nonvoting Convertible Preferred Stock is convertible into one share of Common Stock."

warrant financial

"includes 1/2 warrant with an initial exercise date which is six months from the issue date and a term of three years."

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Securities Purchase Agreement financial

"The shares were purchased pursuant to a Securities Purchase Agreement between the Issuer and the Reporting Person."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

beneficial ownership financial

"Mr. Kaplan disclaims beneficial ownership of all securities held by KCGM in excess of his pecuniary interest, if any,"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"in excess of his pecuniary interest, if any, and this report shall not be deemed an admission"

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^*

Kaplan Andrew Jay

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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

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 A Nonvoting Convertible Preferred Stock	(1)	04/15/2026		J(4)		16,667		(1)	(1)	Common Stock	16,667	$3(1)	16,667	I	By KC Global Media Asia LLC(2)(3)
Warrant	$3	04/15/2026		J(4)		8,333		04/15/2026	04/15/2031	Common Stock	8,333	$0(1)	8,333	I	By KC Global Media Asia LLC(2)(3)

Explanation of Responses:

1. Each share of Series A Nonvoting Convertible Preferred Stock is convertible into one share of Common Stock. The shares are not convertible into Common Stock until shareholder approval is received after which it will automatically convert to common shares on the third business day after such approval is received. There is no expiration date for the Series A Nonvoting Convertible Preferred Stock. The price of each share of Series A Non is $3.00 and includes 1/2 warrant with an initial exercise date which is six months from the issue date and a term of three years.

2. The securities are held by KC Global Media Asia LLC ("KCGM"). Mr. Kaplan serves as Chairman of KCGM and is deemed to beneficially own the securities held by KCGM.

3. Mr. Kaplan disclaims beneficial ownership of all securities held by KCGM 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.

4. The shares were purchased pursuant to a Securities Purchase Agreement between the Issuer and the Reporting Person.

	/s/ Andrew Jay Kaplan	04/20/2026
	** 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 Andrew Jay Kaplan?

NextTrip reported two indirect, restructuring-type transactions involving KC Global Media Asia LLC. They cover 16,667 shares of Series A Nonvoting Convertible Preferred Stock and 8,333 warrants, together representing 25,000 common shares on an as-converted basis, with no open-market buying or selling reported.

How many NextTrip (NTRP) common shares are linked to the reported derivatives?

The reported derivatives are linked to 25,000 common shares on an as-converted basis. This includes 16,667 preferred shares convertible one-for-one into common stock and 8,333 warrants, each for one common share, reflecting indirect holdings through KC Global Media Asia LLC.

What are the key terms of NextTrip (NTRP) Series A Nonvoting Convertible Preferred Stock?

Each Series A Nonvoting Convertible Preferred share converts into one common share after shareholder approval. Conversion will occur automatically on the third business day after approval. The stated price is $3.00 per share and each preferred share includes one-half warrant with a three-year term.

When can the warrants reported in the NextTrip (NTRP) Form 4 be exercised?

The warrants linked to the preferred shares have a delayed start date. Each warrant has an initial exercise date six months from its issue date, a term of three years, and an exercise price of $3.00 per share, all tied to underlying common stock.

Who actually holds the NextTrip (NTRP) securities reported for Andrew Jay Kaplan?

The securities are held by KC Global Media Asia LLC. Kaplan serves as Chairman of this entity and is deemed to beneficially own its holdings, but he disclaims beneficial ownership of any securities beyond his pecuniary interest, according to the filing’s footnotes.

What does the “other acquisition or disposition” code mean in this NextTrip (NTRP) Form 4?

The “J” code indicates an “other acquisition or disposition” rather than a straightforward market buy or sell. In this case, the summary characterizes the activity as restructuring-type transactions involving derivative securities, not open-market trading in NextTrip common stock.