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NTRP insider reports 745,032-share Series L conversion to common

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

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Insider Monaco Donald P
Role Director
Type Security Shares Price Value
Conversion Series L Nonvoting Convertible Preferred Stock 745,032 $0.00 --
Conversion Common Stock 745,032 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Series L Nonvoting Convertible Preferred Stock — 0 shares (Indirect, By Donald P. Monaco Insurance Trust); Common Stock — 2,206,673 shares (Indirect, By Donald P. Monaco Insurance Trust)
Footnotes (1)
  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. Includes shares of Common Stock that were acquired through quarterly dividend distributions. The shares are beneficially owned by the Donald P. Monaco Insurance Trust (the "Trust"). The Reporting Person is the trustee of the Trust. As such, the Reporting Person is deemed to beneficially own the shares held by the Trust The shares are beneficially owned by Monaco Investment Partners, LP ("MI Partners"). The Reporting Person is the managing general partner of MI Partners. As such, the Reporting Person is deemed to beneficially own the securities held by the MI Partners. The securities are beneficially owned by Travel & Media, LLC ("TMT"). Monaco Investment Partners II, LP ("MI II Partners") is a 52% member of TMT. The Reporting Person is the managing general partner of MI II Partners. 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 MI Partners, MI II Partners and 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.
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*
Monaco Donald P
(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 745,032 A $0.0(1) 2,206,673(2) I By Donald P. Monaco Insurance Trust(3)
Common Stock 1,733 I By Monaco Investment Partners, LP(4)(6)
Common Stock 11,386 I By Travel & Media LLC(5)(6)
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 745,032 (1) (1) Common Stock 745,032 $0(1) 0 I By Donald P. Monaco Insurance Trust(2)
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 the Donald P. Monaco Insurance Trust (the "Trust"). The Reporting Person is the trustee of the Trust. As such, the Reporting Person is deemed to beneficially own the shares held by the Trust
4. The shares are beneficially owned by Monaco Investment Partners, LP ("MI Partners"). The Reporting Person is the managing general partner of MI Partners. As such, the Reporting Person is deemed to beneficially own the securities held by the MI Partners.
5. The securities are beneficially owned by Travel & Media, LLC ("TMT"). Monaco Investment Partners II, LP ("MI II Partners") is a 52% member of TMT. The Reporting Person is the managing general partner of MI II Partners. As such, the Reporting Person is deemed to beneficially own the shares held by TMT.
6. The Reporting Person disclaims beneficial ownership of all securities held by MI Partners, MI II Partners and 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/ Donald Monaco 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

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

The filing reports that a director converted 745,032 shares of Series L Nonvoting Convertible Preferred Stock into 745,032 shares of Common Stock on November 21, 2025 at an exercise price of $0.0 per share.

When did the Series L preferred shares of NextTrip (NTRP) become convertible?

Each share of Series L Nonvoting Convertible Preferred Stock became convertible into one share of Common Stock upon receipt of stockholder approval, which was obtained on November 19, 2025, and the underlying Common Stock was issued on November 21, 2025.

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

Following the reported transaction, the director indirectly beneficially owns 2,206,673 shares of Common Stock through the Donald P. Monaco Insurance Trust, plus 1,733 shares through Monaco Investment Partners, LP and 11,386 shares through Travel & Media LLC.

What is the relationship of the reporting person to NextTrip (NTRP)?

The reporting person is identified as a Director of NextTrip, Inc. and files the Form 4 as a single reporting person.

How does the reporting person hold NextTrip (NTRP) shares indirectly?

The Common Stock is held indirectly through the Donald P. Monaco Insurance Trust, Monaco Investment Partners, LP, and Travel & Media LLC, with the director serving as trustee or managing general partner in the related entities.

Does the director claim full beneficial ownership of all indirect NextTrip (NTRP) holdings?

No. The filing states that the director disclaims beneficial ownership of all securities held by Monaco Investment Partners, Monaco Investment Partners II, and Travel & Media LLC in excess of his pecuniary interest.

Do any NextTrip (NTRP) shares come from dividend distributions?

Yes. The explanation notes that the reported holdings include shares of Common Stock acquired through quarterly dividend distributions.