NTRP Form 4: COO John McMahon converts Series O preferred stock

Rhea-AI Filing Summary

NextTrip, Inc. (NTRP) reported an insider equity conversion by its Chief Operating Officer, John McMahon. On November 21, 2025, McMahon converted 168,414 shares of Series O Nonvoting Convertible Preferred Stock into 168,414 shares of common stock, following stockholder approval obtained on November 19, 2025. The transaction is shown at a stated price of $0.00 per share, reflecting that this was a conversion of existing preferred shares rather than an open-market purchase or sale. After the transaction, McMahon beneficially owned 168,414 shares of common stock directly. The Series O preferred shares had no expiration date, and the final common share count reflects a small rounding adjustment from the original 168,416 preferred shares.

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^*

McMahon John Patrick

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

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		168,414	A	$0.0(1)	168,414	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 O Nonvoting Convertible Preferred Stock	$0(1)	11/21/2025		C		168,414		(1)	(2)	Common Stock	168,414	$0(1)	0	D

Explanation of Responses:

1. Except as noted below, each share of Series O Nonvoting Convertible Preferred Stock ("Series O Preferred") 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. Due to rounding that occurred upon conversion of preferred shares, the Reporting Person was originally issued 168,416 shares of Series O Preferred that were converted into 168,414 shares of Common Stock.

2. The shares have no expiration date.

	/s/ John McMahon	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.
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FAQ

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

The Chief Operating Officer, John McMahon, converted 168,414 shares of Series O Nonvoting Convertible Preferred Stock into 168,414 shares of common stock on November 21, 2025.

What is John McMahon’s role and relationship to NextTrip, Inc. (NTRP)?

John McMahon is an officer of NextTrip, Inc., serving as the company’s Chief Operating Officer, and he is the reporting person on this Form 4.

How many NextTrip (NTRP) common shares does John McMahon own after the conversion?

Following the reported transaction, John McMahon beneficially owned 168,414 shares of common stock, held in direct ownership form.

What were the terms of the Series O Nonvoting Convertible Preferred Stock for NextTrip (NTRP)?

Each share of Series O Nonvoting Convertible Preferred Stock was convertible into one share of common stock upon receipt of stockholder approval, and the filing notes that these shares have no expiration date.

When did stockholders approve the conversion of Series O preferred shares at NextTrip (NTRP)?

Stockholder approval for the conversion of Series O Nonvoting Convertible Preferred Stock into common stock was obtained on November 19, 2025, and the common shares were issued on November 21, 2025.

Why does the Form 4 mention a rounding adjustment in the NextTrip (NTRP) share conversion?

The explanation states that due to rounding upon conversion, the reporting person was originally issued 168,416 Series O preferred shares, which ultimately converted into 168,414 common shares.