NextTrip insider boosts common holdings via 331,124-share conversion

Rhea-AI Filing Summary

NextTrip, Inc. (NTRP)331,124 shares of Series L Nonvoting Convertible Preferred Stock into the same number of common shares. The conversion occurred after stockholder approval obtained on November 19, 2025, with the common shares issued on November 21, 2025. Following this transaction, the reporting person beneficially owns 1,586,117 shares of common stock directly, plus 11,386 shares held indirectly through Travel & Media LLC. Some of the directly held common shares were acquired through quarterly dividend distributions.

11/24/2025 - 09:29 PM

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^*

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)

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		331,124	A	$0.0(1)	1,586,117(2)	D
Common Stock								11,386	I	Travel & Media 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
Series L Nonvoting Convertible Preferred Stock	$0(1)	11/21/2025		C		331,124		(1)	(1)	Common Stock	331,124	$0(1)	0	D

Explanation of Responses:

1. Each share of Series L 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. The shares have no expiration date.

2. Includes shares of Common Stock that were acquired through quarterly dividend distributions.

3. The shares are beneficially owned by Travel and Media LLC ("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 to be an admission that he is a beneficial owner of, or has a 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	11/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NextTrip (NTRP) report on this Form 4?

A company director reported converting 331,124 shares of Series L Nonvoting Convertible Preferred Stock into 331,124 shares of NextTrip common stock after receiving stockholder approval.

When did the NextTrip (NTRP) preferred stock convert to common stock?

Stockholder approval for the conversion was obtained on November 19, 2025, and the common shares were issued on November 21, 2025.

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

After the reported transaction, the reporting person beneficially owns 1,586,117 NextTrip common shares directly and 11,386 shares indirectly through Travel & Media LLC.

What is the conversion ratio of NextTrip's Series L Nonvoting Convertible Preferred Stock?

Each share of Series L Nonvoting Convertible Preferred Stock converted into one share of NextTrip common stock, with no expiration date on the preferred shares.

How were some of the NextTrip (NTRP) common shares acquired by the insider?

The beneficial ownership includes common shares that were acquired through quarterly dividend distributions.

What is the reporting person's relationship to Travel & Media LLC in the NextTrip (NTRP) filing?

The shares held by Travel & Media LLC are reported as beneficially owned because the reporting person is a 48% member of that entity, while disclaiming ownership beyond any pecuniary interest.