Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * McMahon John Patrick 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 (Last) (First) (Middle) 3900 PASEO DEL SOL 3. Date of Earliest Transaction (Month/Day/Year) 02/10/2025 (Street) SANTA FE, NM 87507 4. If Amendment, Date 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 (City) (State) (Zip) 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

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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 Underlying Securities (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 of Derivative Security: 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

(1)

02/10/2025

J(2)

61,243

(1)

(3)

Common Stock

61,243

$3.1

61,243

D

Series O Nonvoting Convertible Preferred Stock

(1)

04/09/2025

J(2)

61,243

(1)

(3)

Common Stock

61,243

$3.1

122,486

D

Series O Nonvoting Convertible Preferred Stock

(1)

04/28/2025

J(2)

45,930

(1)

(3)

Common Stock

45,930

$3.1

168,416

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McMahon John Patrick 3900 PASEO DEL SOL SANTA FE, NM 87507			Chief Operating Officer

Signatures

/s/ John McMahon		11/06/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares (the "Shares") of Series O Nonvoting Convertible Preferred Stock ("Series O Preferred") shall not be convertible into shares of Common Stock unless and until stockholder approval of the conversion of the Series O Preferred into Common Stock ("Stockholder Approval") is obtained. Following receipt of Stockholder Approval, each share of Series O Preferred will automatically convert into one share of Common Stock, subject to certain limitations.
(2)	The Shares were acquired from the Issuer in private transactions pursuant to a membership interest purchase agreement at a purchase price of $3.10 per Share.
(3)	The Shares do not expire.

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