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NextTrip, Inc. entered into an Asset Purchase Agreement to acquire select content, brand rights and distribution assets of the GoUSA TV travel streaming platform from The Corporation for Travel Promotion, doing business as Brand USA. The deal closed on February 2, 2026.
The company will pay $350,000 in cash plus restricted shares valued at $350,000, based on the weighted average share price over twenty trading days before closing. NextTrip will also pay a 15% royalty on gross advertising revenue from existing GoUSA TV FAST channel content for three years, and a 1% royalty for every $100,000 in destination booking revenue directly attributed to the acquired and related content, with a minimum of $30,000 per quarter.
The restricted shares were issued in a private, unregistered transaction relying on Section 4(a)(2) and/or Regulation D exemptions under the Securities Act, and are characterized as restricted securities under Rule 144.
NextTrip, Inc. reports sharp growth in its travel and media platform but continues to post sizable losses. For the nine months ended November 30, 2025, revenue rose to $2,096,605 from $417,926 a year earlier, while the net loss widened to $10,630,953 from $5,522,631.
Operating expenses more than doubled to $11,349,353, driven by professional fees, organization costs, technology spending and non‑cash stock-based compensation. Cash used in operating activities was $2,450,860, partly funded by $5,567,960 of financing inflows and $1,752,168 of investing outflows, including acquisitions.
Total assets increased to $14,424,933 as the company completed the FSA Travel, TA Pipeline and JOURNY.tv transactions, raising goodwill to $3,123,684 and intangible assets to $3,809,004. However, liabilities climbed to $8,149,753, the company disclosed a working capital deficit, an accumulated deficit of $45,239,191, and explicitly stated there is substantial doubt about its ability to continue as a going concern without additional funding.
NextTrip, Inc. furnished a current report to share that it has issued a press release announcing its third quarter 2026 financial results along with a business update. The press release is included as Exhibit 99.1 to the report and is provided under Regulation FD to make the information broadly available to the market.
The company specifies that this information is being furnished rather than filed, which limits certain legal liabilities under the Exchange Act and means it is not automatically incorporated into other securities filings. The report also includes standard forward-looking statement language, noting that expectations about future performance involve risks and uncertainties that could cause actual results to differ materially.
NextTrip, Inc. (NTRP) director Stephen Kircher reported the conversion of preferred stock into common shares held indirectly through The Kircher Family Trust. On November 21, 2025, 34,223 shares of Series Q Nonvoting Convertible Preferred Stock were converted into 34,223 shares of common stock at a stated price of $0.0 per share, following stockholder approval obtained on November 19, 2025. After this transaction, the trust beneficially owned 47,501 shares of common stock. Mr. Kircher is trustee of the trust and is deemed to beneficially own the securities held by it, while disclaiming beneficial ownership of any shares beyond his pecuniary interest.
NextTrip, Inc. (NTRP) reported that a director converted 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.
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.
NextTrip, Inc. (NTRP) director Andrew Jay Kaplan reported the conversion of derivative securities into common stock. On November 21, 2025, 31,250 shares of Series Q Nonvoting Convertible Preferred Stock were converted into 31,250 shares of common stock after stockholder approval obtained on November 19, 2025. The newly issued shares are held indirectly through the Kaplan Wright Family Trust, bringing that trust’s indirect common stock holdings to 36,250 shares. Kaplan is also deemed to beneficially own 108,400 shares of common stock held by KC Global Media Asia LLC, while disclaiming beneficial ownership of securities held by both entities in excess of his pecuniary interest.
NextTrip, Inc. (NTRP) director reports preferred-to-common share conversion. On November 21, 2025, a reporting person converted 50,000 shares of Series Q Nonvoting Convertible Preferred Stock into 50,000 shares of common stock after stockholder approval obtained on November 19, 2025. The conversion was reported at a stated price of $0.0 per share for both the derivative and the common stock. Following this transaction, the insider directly beneficially owns 150,000 shares of NextTrip common stock. The preferred shares had no expiration date, and after the conversion the insider reports holding no remaining Series Q preferred shares.
NextTrip, Inc. (NTRP) reported an insider conversion of preferred stock into 659,316 shares of common stock on November 21, 2025. The reporting person, a director of the company, acquired these common shares at a stated price of $0.0 per share as part of a conversion transaction.
The conversion came from Series I and Series J Nonvoting Convertible Preferred Stock, which each converted into common shares on a one-for-one basis after stockholder approval on November 19, 2025. Following this transaction, the director beneficially owns 1,561,958 shares of NextTrip common stock held directly.
NextTrip, Inc. (NTRP) director reports preferred-to-common stock conversion. On November 21, 2025, a reporting person who serves as a director converted 745,032 shares of Series L Nonvoting Convertible Preferred Stock into an equal number of Common Stock shares at an exercise price of $0.0 per share, following stockholder approval obtained on November 19, 2025. After this transaction, the director is shown as indirectly beneficially owning 2,206,673 shares of Common Stock through the Donald P. Monaco Insurance Trust, plus additional indirect holdings of 1,733 shares through Monaco Investment Partners, LP and 11,386 shares through Travel & Media LLC. The filing notes that some Common Stock shares were acquired via quarterly dividend distributions and that the director disclaims beneficial ownership of any interests beyond his pecuniary stake.