NextTrip Inc.

08/27/2026 | Press release | Distributed by Public on 08/27/2026 18:00

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Monaco Donald P
2. Issuer Name and Ticker or Trading Symbol
NextTrip, Inc. [NTRP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1560 SAWGRASS CORPORATE PARKWAY,, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
(Street)
SUNRISE, FL 33323
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 B Convertible Preferred Stock (1) 08/25/2026 J(2) 3,612 (3) (4) Common Stock 930,927(1) $1,000 3,612 I By Monaco Investment Partners II, LP(5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Monaco Donald P
1560 SAWGRASS CORPORATE PARKWAY,
SUITE 400
SUNRISE, FL 33323
X X

Signatures

/s/ Donald Monaco 08/27/2026
**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) At the election of the Reporting Person, each outstanding share of Series B Preferred Stock (the "Series B Preferred") may be converted to the number of shares of Issuer common stock equal to the quotient obtained by dividing (i) the price per share of Series B Preferred of $1,000, plus accrued and unpaid dividends thereon by (ii) an initial conversion price of $3.88, subject to adjustment under certain limited circumstances, subject to beneficial ownership limitations and rounded down to the nearest whole share.
(2) The Series B Preferred was acquired from the Issuer in a privately negotiated exchange pursuant to an exchange agreement, in exchange for the cancellation of $3,612,000 aggregate principal amount of non-convertible indebtedness, together with accrued and unpaid interest thereon. The Series B Preferred has a stated value of $1,000 per share.
(3) The Series B Preferred Stock is immediately convertible at the election of the Reporting Person.
(4) The Series B Preferred does not expire.
(5) The shares are beneficially owned by Monaco Investment Partners II, LP ("MI Partners II"). The Reporting Person is the managing general partner of MI Partners II. As such, the Reporting Person is deemed to beneficially own the securities held by the MI Partners II. The Reporting Person disclaims Section 16 beneficial ownership in the securities held by MI Partners II, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
NextTrip Inc. published this content on August 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 28, 2026 at 00:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]