NOTE 20 – Stockholders’ Equity

Mezzanine Equity

In connection with the acquisition of TA Pipeline LLC on August 6, 2025, the Company issued 96,774 TA Closing Shares. Although the shares are legally common stock, they are classified as mezzanine equity on the consolidated balance sheet due to contingent redemption rights resulting from derivative liability provisions that could require cash or share settlement outside the Company’s control.

Accordingly, these shares are presented outside of permanent stockholders’ equity and below total liabilities. The Company will continue to classify the shares as mezzanine equity until such time as the redemption provisions lapse or are removed, or until settlement occurs.

The carrying amount of instruments recorded within mezzanine equity are not adjusted below initial measurement. The TA Acquisition Shares were initially recorded at $4.00 per share, which was the closing prices of our stock on the acquisition date. The Put Option has an exercise price of $3.10 per share. As such, the TA Acquisition Shares will not be subsequently remeasured in future reporting periods.

For further information regarding the TA Closing Shares and TA Acquisition shares, refer to Notes 2 and 6.

Common Stock

The Company has 250,000,000 shares of common stock authorized. As of February 28, 2026 and February 28, 2025, the Company had 13,978,171 and 1,656,738 shares of common stock, par value $0.001 issued and outstanding (excluding 96,774 mezzanine shares classified outside of permanent equity), respectively. All shares have equal voting rights, are fully-paid and non-assessable, and are entitled to one vote per share.

Fiscal Year Ended February 28, 2026

On March 3, 2025, the Company issued an aggregate of 80,000 shares of common stock to three investor relations firms as payment for investor relations consulting services.

On March 6, 2025, the Company issued 7,794 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend.

On March 26, 2025, as a result of achieving three of the four business milestones, the Company issued 4,393,993 shares of common stock to the NTG Sellers in satisfaction of the Company’s obligations under the Exchange Agreement.

On April 1, 2025, the Company issued 20,000 shares of common stock in connection with the JOURNY.tv asset acquisition.

On May 5, 2025, as a result of the achievement of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were issued to the NTG Sellers.

On May 7, 2025, the Company issued 5,000 shares of common stock to Innovative Travel Acquisitions, Inc. as a finder’s fee in connection with the FSA acquisition.

On May 13, 2025, the Company issued 15,000 shares of common stock to an individual as settlement for outstanding invoices related to marketing services provided.

On May 29, 2025, the Company issued 37,849 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend.

On June 4, 2025, the Company issued 75,000 shares of common stock to Force Family Network as payment for investor relations consulting services.

On June 16, 2025, the Company issued 4,636 shares of common stock to Donohoe Advisory as partial compensation for Nasdaq consulting services.

On June 24, 2025, the Company issued 594 shares of common stock to Something Great as partial compensation for past services.

Also on June 24, 2025, the Company issued 86,092 shares of common stock to Jimmy Byrd, a director of NextTrip, in connection with a private placement.

On July 22, 2025, the Company issued an aggregate of 4,000 shares of common stock to two companies as settlement for outstanding invoices related to information technology services provided.

On July 27, 2025, the Company issued 15,000 shares of common stock to an individual in connection with the development and launch of a new Beauty and Wellness initiative.

On August 6, 2025, the Company issued 96,774 shares of common stock in connection with the acquisition of TA Pipeline, LLC.

Between August 1, 2025 and August 25, 2025, the Company issued an aggregate of 110,000 shares of common stock to five investor relations firms as payment for investor relations consulting services,

On August 29, 2025, the Company issued 36,283 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend.

On September 10, 2025, the Company issued 10,000 shares of common stock to Save Your Day Films as partial compensation for services rendered in connection with JOURNY.tv.

On September 22, 2025, the Company issued 34,993 shares of common stock as settlement for outstanding invoices for investor relations services provided.

Between September 22, 2025 and October 6, 2025, the Company issued an aggregate of 44,226 shares of common stock to Iroquois Capital Investment Group and Iroquois Master fund pursuant to the cashless exercise of warrants.

On October 7, 2025, the Company issued 200,000 shares of common stock to NextGen AI in connection with consulting and advisory services to be provided.

On October 8, 2025, the Company issued 62,500 shares of common stock to Caesar Capital in connection with a private placement.

Between October 8, 2025 and October 20, 2025, the Company issued an aggregate of 60,000 common shares to two investor relations firms as compensation for investor relations consulting services.

On October 28, 2025, the Company issued 70,000 shares of common stock to an investor in connection with a private placement.

Between November 4, 2025 and November 28, 2025, the Company issued an aggregate of 468,434 common shares to investors in connection with a private placement.

On November 19, 2025, the Company issued 3,484,611 common shares to the holders of the Company’s various series of preferred stock pursuant to the conversion of such shares of preferred stock upon receiving shareholder approval.

On December 1, 2025, the Company issued 17,244 shares of common stock to the holders of Series L Convertible Preferred stock as a final dividend.

Also on December 1, 2025, the Company issued 125,000 shares of common stock to a consultant in connection with a strategic advisory and consulting contract.

On December 19, 2025, the Company issued 33,000 shares of common stock to a law firm in connection with the conversion of its preferred shares.

On December 23, 2025, the Company issued 1,000,000 shares of common stock to Armistice Capital in connection with a private placement.

On January 2, 2026, the Company issued 40,000 shares of common stock to an investor relations firm as compensation for investor relations consulting services.

On January 9, 2026, the Company issued 2,047 shares of common stock as commission payments to travel agents for group travel sales to TA Pipeline.

On January 15, 2026, the Company issued 7,500 shares of common stock to a contractor pursuant to a contract to provide marketing services.

On January 29, 2026, the Company issued 20,000 shares of common stock in exchange for a 10% non-controlling interest in Playbook Investors network LLC.

On February 2, 2026, the Company issued 25,000 shares of common stock to an investor relations firm as compensation for investor relations consulting services.

On February 6, 2026, the Company issued 105,638 common shares to the Corporation for Travel Promotion in connection with the acquisition of GoUSA.

Also on February 6, 2026, the Company issued 10,000 common shares to Alumni Capital as consideration for withdrawing a previously filed registration statement.

On February 19, 2026, the Company issued 25,000 common shares to the Hilton Advisory Group in connection with an advisory services agreement to provide business development and strategic consulting services.

On February 28, 2026, the Company issued 135,000 shares of common stock pursuant to a service agreement to create a tokenized rewards infrastructure for the Company’s travel platform.

Fiscal Year Ended February 28, 2025

On March 15, 2024, the Company issued 409,502 shares of common stock pursuant to automatic conversions of the Company’s Series G, H, and I Convertible Preferred Stock upon receiving shareholder approval to increase the Company’s authorized common shares to 250 million.

In July 2024 and August 2024, the Company issued 42,709 shares of common stock to Dooya Media Group, Inc. as partial compensation for development work related to JOURNY.TV, the Company’s Free-Ad Supported TV (“FAST”) channel.

On September 19, 2024, the Company issued 32,786 shares of common stock to Alumni Capital LP (“Alumni”) as commitment shares for a $10 million equity line of credit.

On October 8, 2024, the Company issued 8,065 shares of common stock to FSA upon executing a non-binding letter of intent to acquire interests in FSA. Pursuant to the terms of the agreement, the shares were to be credited towards the final purchase price if an acquisition occurs, and as a down payment towards the acquisition price of FSA.

On December 16, 2024, the Company issued 28,281 shares of common stock to Out of the Box Capital as a prepayment for an Investor Relations consulting contract.

In December 2024 and January 2025, the Company issued an aggregate of 104,965 shares of common stock pursuant to warrant exercises, resulting in gross proceeds of $316,995.

On January 7, 2025, the Company issued 30,000 shares of common stock as a prepayment for a consulting contract with an investor relations company.

On January 29, 2025, the Company issued 4,000 shares of common stock to Lyndsey North, the Company’s former President, in connection with her separation agreement.

On February 26, 2025, the Company issued 60,000 shares of common stock to AOS Holdings, Inc. as a partial prepayment for a two-year consulting contract to provide investor relations and strategic consulting services.

Deferred Compensation

As discussed above, during the fiscal year ended February 28, 2026, the Company issued 18,389 restricted shares of common stock at a price of $2.98 to Frank Orzechowski, the Company’s Chief Financial Officer, in connection with his employment agreement. The shares were fully vested on February 10, 2026, which was the board approval date. As a result, the Company recorded share based compensation expense of $54,800. The Company did not issue any shares of common stock to employees during the fiscal year ended February 28, 2025.

Preferred Stock

Under our Charter, our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock.

On November 19, 2025, following shareholder approval at the Company’s Annual Meeting of Shareholders, 3,484,611 shares of outstanding convertible preferred stock were automatically converted into common shares of the Company on a one-for-one basis pursuant to the respective Certificates of Designation.

The Company is authorized to issue 10,000,000 shares of preferred stock, $0.001 par value. 100,316 and 3,106,616 shares of preferred stock were issued and outstanding at February 28, 2026 and February 28, 2025, Respectively, as discussed in additional detail below.

Series A Convertible Preferred Stock

On February 9, 2026 the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 1,000,000 shares of the Company’s preferred stock as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”).

The terms and conditions set forth in the Series A Certificate of Designation are summarized below:

Ranking. The Series A Preferred rank pari passu to the Company’s common stock.

Dividends. Holders of Series A Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock.

Voting. Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series A Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series A Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series A Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Series A Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely affects any rights of the holders of the Series A Preferred, or (iii) enter into any agreement with respect to the foregoing.

Conversion. On the third business day after the date that the Company’s stockholders approve the conversion of Series A Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series A Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series A Conversion Ratio”), subject to beneficial ownership limitations.

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series A Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series A Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

At February 28, 2026, 100,000 shares of the issued Series A Preferred were outstanding, which if converted as of February 28, 2026, would have resulted in the issuance of 100,000 shares of common stock.

Series E Convertible Preferred Stock

Under the Certificate of Designations of the Series E Preferred Stock, the shares of the Company’s preferred stock as Series E Convertible Preferred Stock (the “Series E Preferred”) have an initial stated value of $1,500 per share (the “Stated Value”). Dividends at the initial rate of 9% per annum will accrue and, on a monthly basis, shall be payable in kind by the increase of the Stated Value of the Series E Preferred by said amount. The holders of shares of the Series E Preferred have the right at any time to convert all or a portion of the Series E Preferred (including, without limitation, accrued and unpaid dividends and make-whole dividends through the third anniversary of the closing date) into shares of the Company’s common stock at an initial conversion rate determined by dividing the Conversion Amount by the conversion price ($0.13 above the consolidated closing bid price for the trading day prior to the execution of the relates stock purchase agreement). The Conversion Amount is the sum of the Stated Value of the shares of Series E Preferred then being converted plus any other unpaid amounts payable with respect to the Series E Preferred being converted plus the “Make Whole Amount” (the amount of any dividends that, but for the conversion, would have accrued at the dividend rate for the period through the third anniversary of the initial issuance date). The Conversion Rate is also subject to adjustment for stock splits, dividends recapitalizations and similar events.

At February 28, 2025, 316 shares of Series E Preferred were outstanding, which if converted as of February 28, 2026, including the make-whole dividends, would have resulted in the issuance of 3,570 shares of common stock.

Stock Options

Under the NextTrip 2023 Equity Incentive Plan (the “2023 Plan”). 7,000,000 shares of common stock have been reserved for issuance, and as of February 28, 2026, 6,058,750 shares are available for issuance.

During fiscal year 2025, the Company did not grant any options. In fiscal year 2026, 914,825 options vested and at February 28, 2026, there are vested options exercisable for 914,825 shares of common stock. No options to purchase shares of common stock were exercised during the fiscal year ended February 28, 2026.

The Company generally grants stock options to employees, consultants and directors at exercise prices equal to the fair market value of the Company’s stock on the dates of grant. Stock options are typically granted throughout the year and generally vest over three years of service and expire five years from the date of the award, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the requisite service period for each stock option award.

Upon closing of the NextTrip Acquisition on December 29, 2023, the Company assumed options to purchase up to 86,402 shares of common stock. Between December 29, 2023 and February 29, 2024, 1,342 options were forfeited or expired and no options were issued or exercised.

Total employee share-based compensation expense for the year ended February 28, 2026 was $193,125, of which $133,065 was related to stock options. There was no capitalized share-based compensation cost as of February 28, 2026, and there were no recognized tax benefits during the fiscal year ended February 28, 2026.

To estimate the value of an option award, the Company uses the Black-Scholes option-pricing model. This model requires inputs such as expected life, expected volatility and risk-free interest rate. The forfeiture rate also impacts the amount of aggregate compensation. These inputs are subjective and generally require significant analysis and judgment to develop. While estimates of expected life, volatility and forfeiture rate are derived primarily from the Company’s historical data, the risk-free rate is based on the yield available on U.S. Treasury constant maturity rates with similar terms to the expected term of the stock option awards. The fair value of outstanding stock option awards at February 28, 2026 was estimated using the Black-Scholes model with the following weighted-average assumptions at the date of grant:

The fair value of outstanding option awards was estimated using the Black-Scholes model with the following assumptions for the twelve months ended February 28, 2026:

Assumptions:

 Schedule of Share Based Payments Award Stock Options Valuation Assumptions

Option activity for the year ended February 28, 2026 was as follows:

 Schedule of Stock Option Activity

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price below the $2.87 closing price of our Common Stock on February 28, 2026. All of the outstanding option grants have an exercise price above $2.87.

At February 28, 2026, there was $0 of unrecognized share-based compensation expense related to unvested stock options.

Stock Appreciation Rights

The purposes of the 2020 Stock Appreciation Rights Plan (the “2020 SARs Plan”) are to: (i) enable the Company to attract and retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success; (ii) provide incentives that align the interests of Service Providers with those of the shareholders of the Company; and (iii) promote the success of the Company’s business. The 2020 SARs Plan provides for incentive awards that are only made in the form of stock appreciation rights payable in cash (“SARs”). No shares of common stock were reserved in connection with the adoption of the 2020 SARs Plan since no shares will be issued pursuant to the 2020 SARs Plan.

SARs may be granted to any Service Provider. A SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock (a “Share”) upon the exercise of the SAR. The “Spread” is the difference between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the SAR. The exercise price per share will not be less than 100% of the fair market value of a Share on the date of grant of the SAR. The administrator of the 2020 SARs Plan will have the authority to, among other things, prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the SAR agreement relating to such grant.

Upon closing of the NextTrip Acquisition on December 29, 2023, the Company assumed 40,390 outstanding SARs. Between December 29, 2023 and February 29, 2024, none were forfeited or expired and no SARs were issued or exercised.

The Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the requisite service period for each SAR award. The SAR’s are revalued at each reporting date in accordance with ASC 718 “Compensation-Stock Compensation”, and any changes in fair value are reflected in income as of the applicable reporting date.

The fair value of outstanding SAR awards was estimated using the Black-Scholes model with the following assumptions for the twelve months ended February 28, 2026:

SARs activity for the year ended February 28, 2026 was as follows:

 Schedule of Stock Option Activity

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price below the $2.87 closing price of our common stock on February 28, 2026. All the SARs have an exercise price above $2.87

For the year ended February 28, 2026, ($9,048) of share-based compensation expense was recognized due to the revaluation of the liability, and at February 28, 2026, there was no unrecognized share-based compensation expense related to unvested SARs.

Warrants

At February 28, 2026, the Company had outstanding warrants to purchase a total of 4,758,581 shares of common stock. The warrants have exercise prices that range from $0.001 to $11.60, which if not exercised, will expire between February 27, 2027 and June 23, 2031.

The fair value of warrants issued during the year was estimated using the Black-Scholes model with the following assumptions for the twelve months ended February 28, 2026:

Assumptions:

 Schedule of Share Based Payments Award Stock Options Valuation Assumptions

Warrant activity for the year ended February 28, 2026 was as follows:

 Schedule of Warranty Activity

For further information regarding the allocation of the relative fair values of warrants issued in connection with short-term promissory notes, see NOTE 15 - Notes Payable.