Kaplan Andrew Jay 4

What Happened Andrew Jay Kaplan, a director of NextTrip, Inc. (NTRP), reported acquiring derivative securities on April 15, 2026. The Form 4 shows two acquisitions coded as "Other" (J): 16,667 shares of Series A Nonvoting Convertible Preferred Stock at $3.00 each for a total of $50,001, and 8,333 derivative shares reported at $0.00. The transactions were made pursuant to a Securities Purchase Agreement between NextTrip and the reporting person.

Key Details

• Transaction date: 2026-04-15; Form 4 filed: 2026-04-20 (filed five days after the transaction; appears later than the typical two-business-day reporting window).
• Prices and values: 16,667 preferred shares at $3.00 each = $50,001; 8,333 derivative shares reported at $0.00 (no cash consideration listed).
• Securities held by KC Global Media Asia LLC (KCGM); Kaplan is Chairman of KCGM and is deemed to beneficially own the securities held by KCGM (Footnotes F2–F3). He disclaims beneficial ownership of any amounts in excess of his pecuniary interest.
• Purchase mechanism: transaction made under a Securities Purchase Agreement (Footnote F4).
• The filings are derivative in nature — these are preferred shares convertible into common stock (see Context below).

Context

• The Series A Nonvoting Convertible Preferred Stock converts 1:1 into common shares only after shareholder approval; conversion will occur automatically on the third business day after approval. There is no expiration for the preferred shares. Each preferred share includes one-half warrant, with warrants exercisable beginning six months from issue and lasting three years (Footnote F1).
• Because the reported securities are convertible preferred (derivatives) and are currently held by an entity (KCGM) for which Kaplan is chairman, this is different from a direct open-market purchase of common stock. The $50k purchase represents a direct cash investment in preferred securities rather than immediate common-stock buying.