Kaplan Andrew Jay 4/A

What Happened

• Andrew Jay Kaplan, a director of NextTrip, reported an amended Form 4 showing a derivative acquisition on 2026-04-15. The filing records 16,667 Series A Nonvoting Convertible Preferred shares acquired at $3.00 each (total $50,001) and an additional 8,333 Series A shares recorded at $0.00. The reported transactions are coded as "J" (other acquisition/disposition) and reflect convertible preferred stock, not immediate common-stock purchases.
• These Series A preferred shares are convertible into common stock on a one-for-one basis only after shareholder approval; conversion will occur automatically three business days after approval. Each preferred share includes one-half warrant (initial exercise date six months after issuance; three-year term). The securities were purchased pursuant to a Securities Purchase Agreement.

Key Details

• Transaction date: 2026-04-15 (reported on an amended Form 4 filed 2026-05-11 — filing appears late relative to the transaction date).
• Prices and values: 16,667 preferred shares at $3.00 = $50,001; 8,333 preferred shares at $0.00 = $0 (both reported as derivative acquisitions).
• Shares owned after transaction: not specified in the filing.
• Footnotes of note: (F1) conversion mechanics and warrants; (F2–F3) the securities are held by KC Global Media Asia LLC (KCGM), where Mr. Kaplan is Chairman and is "deemed" to beneficially own the securities held by KCGM but disclaims ownership beyond any pecuniary interest; (F4) purchased under a Securities Purchase Agreement.
• Filing status: AMENDED Form 4; transaction date 4/15/2026, filing date 5/11/2026 (late relative to the trade date).

Context

• This was an acquisition of convertible preferred stock (a derivative instrument) rather than an open-market purchase of common shares. Conversion into common stock is contingent on shareholder approval, so these shares do not immediately increase Kaplan’s common-stock holdings.
• Because the securities are held by KCGM (an entity chaired by Kaplan) and he disclaims beneficial ownership of any excess beyond a pecuniary interest, the economic and voting implications differ from a straightforward personal stock buy; retail investors should view this as an institutional/entity-held position documented by an insider. Purchases generally attract more attention than routine sales, but filings like this are factual disclosures and do not, by themselves, indicate management intent.