NextTrip (NTRP) Proxy filing summary

Executive summary

• The annual meeting is scheduled for October 9, 2026, and will be held virtually, allowing all shareholders to participate online with full rights as at an in-person meeting.

• Shareholders will vote on the election of three Class III directors, ratification of the independent auditor, several share issuance proposals, executive compensation, and potential adjournment to solicit more votes if needed.

• The record date for voting eligibility is August 10, 2026, with proxy materials distributed electronically and voting available via internet, phone, fax, or mail.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class III directors to serve until the 2030 annual meeting.

• Proposal 2: Ratify Haynie & Company as the independent registered public accounting firm for fiscal year ending February 28, 2027.

• Proposal 3: Approve issuance of more than 19.99% of outstanding shares to Lind Global Fund III LP upon conversion of a convertible note and exercise of warrants.

• Proposal 4: Approve issuance of shares upon conversion of Series A Preferred and related warrants to non-insiders and an insider (pre-funded warrant), in line with Nasdaq rules.

• Proposal 5: Approve issuance of shares to an insider upon conversion of Series A Preferred and related warrants, as required by Nasdaq rules.

• Proposal 6: Advisory vote on executive compensation (say-on-pay).

• Proposal 7: Approve adjournment of the meeting to solicit additional proxies if necessary.

Board of directors and corporate governance

• The board consists of seven members divided into three staggered classes, with a majority being independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and independent members.

• The board encourages diversity and considers a broad range of backgrounds and experiences in director nominations.

• Directors are expected to attend all meetings, and the board held five meetings in fiscal 2026.