NextTrip, Inc. 10-Q

ITEM 5. OTHER INFORMATION. Rule 10b5-1 Trading Plans During the three months ended November 30, 2025, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense conditions of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K. ITEM 6. EXHIBITS. Exhibit Number Description 3.1 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) 4.1 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). 10.1 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). 10.2 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). 10.3 Securities Purchase Agreement between the Company and Charcoal Investments Ltd. 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). 31.1* Rule 13a-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Rule 13a-14(a) Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS*** Inline XBRL Instance Document. 101.SCH*** Inline XBRL Schema Document with Embedded Linkbase Documents. 104 Cover Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document * Filed herewith. ** Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. *** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. 58 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEXTTRIP, INC. January 14, 2026 By: /s/ William Kerby William Kerby Chief Executive Officer (Principal Executive Officer) January 14, 2026 By: /s/ Frank Orzechowski Frank Orzechowski Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 59