Orzechowski Frank 4

What Happened

• Frank Orzechowski, Chief Financial Officer of NextTrip, received an award of 19,787 shares of common stock on May 11, 2026 as payment for deferred salary and a performance bonus under the NextTrip, Inc. 2023 Equity Incentive Plan. The grant was approved by the board on February 10, 2026 and issued for no cash consideration.
• To satisfy tax withholding obligations tied to the award, the company withheld 5,896 shares (disposed) based on the closing market price of $2.48 on May 11, 2026, resulting in withholding value of $14,622.

Key Details

• Transaction date: 2026-05-11. Grant price: $0.00 for 19,787 shares (award). Withholding price: $2.48 for 5,896 shares (tax withholding), totaling $14,622.
• Shares owned after the transaction: not stated in the provided filing.
• Footnotes: (F1) Shares issued as payment for deferred salary and a performance bonus; board approval on 2026-02-10. (F2) Shares withheld by the company to satisfy tax withholding per plan terms.
• Filing timing: Form 4 filed 2026-05-15 for a 2026-05-11 transaction (filed four days after the reported date). Form 4s are generally required within two business days, so this filing appears later than typical timing.

Context

• This was an equity award for compensation, not an open-market purchase or a voluntary sale. The withholding of shares to cover taxes is a routine, administrative action (not a market sale by the insider).
• Such compensation-related grants reflect company-approved pay arrangements; they do not, by themselves, indicate the insider is buying or selling stock for investment reasons.