1 unchanged sentence
10b5-1 Trading Plans
−Removed: the three months ended August 31, 2025, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1 trading
−Removed: arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense conditions
−Removed: of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.
−Removed: Membership Interest Purchase Agreement, by and among NextTrip, Inc., TA Pipeline LLC, and the Members of TA Pipeline LLC, dated August 6, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 12, 2025, and incorporated herein by reference).
−Removed: Warrant by and between the Company and Alumni Capital LP, dated August 20, 2025.
+Added: the three months ended November 30, 2025, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1
+Added: trading arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense
+Added: conditions of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.
+Added: Certificate of Designation of Series Q Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025, and incorporated herein by reference)
+Added: Form of Warrant (Charcoal Investments, Ltd) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 28, 2025, and incorporated herein by reference).
+Added: Form of Securities Q Preferred Stock Purchase Agreement dated as of September 10, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025, and incorporated herein by reference).
+Added: Form of Debt Conversion Agreement (filed as Exhibit 10.1 to the Company’s Current Report filed on September 18, 2025, and incorporated herein by reference).
+Added: Securities Purchase Agreement between the Company and Charcoal Investments Ltd.
+Added: dated as of November 21, 2025(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 28, 2025, and incorporated herein by reference).
Rule 13a-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
the undersigned, thereunto duly authorized.
+Added: NEXTTRIP, INC.
+Added: January 14, 2026
+Added: /s/ William Kerby
William Kerby
−Removed: Executive Officer
−Removed: Executive Officer)
+Added: Chief Executive Officer (Principal Executive Officer)
+Added: January 14, 2026
+Added: /s/ Frank Orzechowski
Frank Orzechowski
−Removed: Financial Officer and Treasurer
−Removed: Financial and Accounting Officer)
+Added: Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.