NextTrip, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On July 31, 2026, NextTrip, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with former directors Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch, Kent Summers, and current director Donald Monaco (the “Purchasers”), pursuant to which the Company agreed to issue and deliver to the Purchasers an aggregate of 89,430 shares of the Company’s common stock, par value $0.001 (the “Common Stock”). As of July 31, 2026, the Company was indebted to the Purchasers for unpaid portions of board of directors compensation in the aggregate amount of $289,753.42 (the “Outstanding Payable”), inclusive of interest, and on July 31, 2026 the Company repaid $144,876.71 in cash, leaving the remaining indebtedness of $144,876.71 (taken together with all accrued interest, fees and other amounts, the “Debt”). Upon issuance of the Common Stock, the Debt is deemed fully satisfied, discharged and cancelled, and Purchasers have released all claims against the Company arising out of or related to the Debt. The transaction was reviewed and approved by the disinterested directors on the Company’s board of directors and the audit committee in accordance with the Nevada corporate law, Nasdaq listing rules, and the Company’s Related Party Transactions Policy. The purchase price of the Common Stock was $1.62 per share, which was the closing price for the Common Stock on July 31, 2026. The Purchase Agreement contains customary representations, warranties and covenants. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities described above was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the under the Securities Act of 1933, as amended (the “Securities Act”) and corresponding provisions of state securities or “blue sky” laws. None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.