NOTE 18 - Stockholders’ Equity

Mezzanine Equity

TA Pipeline LLC Acquisition

In connection with the acquisition of TA Pipeline LLC on August 6, 2025, the Company issued 96,774 restricted shares of common stock (the “TA Closing Shares”). Although the shares are legally common stock, they were classified as mezzanine (temporary) equity because they were subject to contingent redemption rights under Section 7.5 of the TA MIPA that could require settlement in cash upon the occurrence of events outside the Company’s control. Accordingly, the shares were presented outside of permanent stockholders’ equity and below total liabilities, and were carried at their initial measurement of approximately $387,000, based on the $4.00 closing price of the Company’s common stock on the acquisition date. The carrying amount was not subsequently remeasured while the shares remained in mezzanine equity.

During the three months ended August 31, 2026, based on additional information that became available regarding the dispute with the former TA Members, including the filing of the Demand for Arbitration on July 14, 2026 and the completion of the Milestone Period on August 6, 2026, management reassessed the classification of the TA Closing Shares. Management concluded that, notwithstanding the Company’s position regarding the validity of the purported exercise of the Put Right, the TA Closing Shares should be accounted for as mandatorily redeemable and classified as a liability in accordance with ASC 480-10-25-7, measured as provided in ASC 480-10-30-2. Accordingly, the Company reclassified the TA Closing Shares out of mezzanine equity and recorded a liability of approximately $300,000, representing 96,774 shares at the Base Price of $3.10 per share, which is included in accrued expenses in the consolidated balance sheet at August 31, 2026. The approximately $87,000 difference between the $387,000 mezzanine carrying value and the amount of the liability was credited to additional paid-in capital, and no gain or loss was recognized on the reclassification. No amounts remained classified as mezzanine equity at August 31, 2026.

The TA Closing Shares remain legally outstanding pending repurchase but, from the date of reclassification, are excluded from the shares of common stock reported as issued and outstanding within permanent stockholders’ equity and from the computation of basic and diluted loss per share. Recognition of the liability reflects the Company’s contractual obligation under the TA MIPA and does not represent an assessment by management of the likely outcome of the arbitration, including the Company’s affirmative defenses and counterclaims.

For further information regarding the TA Closing Shares, the Put Option and the TA Milestone Payment, refer to Notes 8, 17 and 20.

Predecessor Series B Convertible Preferred Stock — Helena Global Investment Opportunities 1 Ltd. (Withdrawn)

On May 6, 2026, the Company entered into a Securities Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. (“Helena”) pursuant to which the Company issued 408,421 shares of Series B Convertible Preferred Stock (the “Predecessor Series B Preferred”), consisting of 368,421 shares issued for cash proceeds of $1,015,000 and 40,000 Issuance Fee Shares issued for no additional consideration, together with a five-year warrant to purchase 100,000 shares of common stock at an exercise price of $2.755 per share. The Predecessor Series B Preferred had a stated value of $2.755 per share, or $1,125,200 in the aggregate, accrued dividends at 12% per annum (18% per annum upon an Event of Default), was convertible at the option of the holder at an initial conversion price of $2.755 per share, and was subject to mandatory redemption by the Company on August 30, 2026 at stated value plus all accrued and unpaid dividends, subject to the holder’s right to extend that date to December 31, 2026.

The Predecessor Series B Preferred was classified as mezzanine equity in accordance with ASC 480-10-S99-3A because of the mandatory redemption date, together with the holder’s right to elect a one-time extension of that date, placed the form and timing of settlement outside the Company’s sole control. The carrying amount was accreted to the redemption amount from the issuance date to the mandatory redemption date using the effective interest method. 

At May 31, 2026, 408,421 shares of Predecessor Series B Preferred were outstanding with a mezzanine carrying value of $807,997.

On July 21, 2026, the Company redeemed all 408,421 outstanding shares of Predecessor Series B Preferred in full for cash of $1,151,830, consisting of aggregate stated value of $1,125,200 and accrued and unpaid dividends of $26,630, using a portion of the net proceeds of the senior secured convertible note issued to Lind Global Fund III LP on that date (see Note 14 - Convertible Note Payable and Warrant Liability). During the period from June 1, 2026 through the redemption date, the Company recorded accretion of the Series B Preferred Stock discount of $326,205, which was recognized as interest expense and is included in net loss for the three and six months ended August 31, 2026. The Company also recorded accrued and unpaid dividends of $17,628 on the Series B Preferred Stock through the redemption date, which were charged to accumulated deficit and are reflected as a deemed dividend in the computation of net loss attributable to common stockholders for the three and six months ended August 31, 2026. No shares of Predecessor Series B Preferred were converted into common stock, the Mandatory Default Amount was never triggered, no liquidated damages were incurred under the registration rights provisions of the Securities Purchase Agreement, and no shares remained outstanding at August 31, 2026.

In connection with the redemption, the Guarantee and Pledge Agreement under which 1,365,314 shares of common stock owned by the Company’s Chief Executive Officer had been pledged to secure the Company’s obligations to Helena was released. The Investor Warrant and the placement agent warrants issued in connection with the May 2026 private placement remain outstanding and continue to be classified within permanent stockholders’ equity.

On August 27, 2026, no shares of Predecessor Series B Preferred being outstanding, the Company filed a Certificate of Withdrawal with the Secretary of State of the State of Nevada withdrawing the Certificate of Designation of Series B Convertible Preferred Stock filed on May 6, 2026. 

Common Stock

The Company has 250,000,000 shares of common stock authorized for issuance pursuant to its amended and restated articles of incorporation, as amended (“Charter”). At  August 31, 2026 and  February 28, 2026, there were 14,989,327 (excluding 96,774 shares classified as a liability) and 13,978,171 shares of common stock, par value $0.001 per share, issued and outstanding, respectively. All shares of common stock have equal voting rights, are fully-paid and non-assessable, and are entitled to one vote per share.

During the first quarter of 2026, the Company issued 60,000 shares of common stock in connection with various investor relations consulting contracts, 77,500 shares of common stock in connection with strategic marketing and business development contracts, 200,000 shares of common stock as consideration pursuant to third party contractor services, 8,000 shares of common stock to a vendor as settlement for outstanding invoices, 13,801 shares of common stock issued as stock-based compensation to an employee, 4,640 shares issued as commission payments to travel agents, 54,582 shares issued to investors in private placements. 

During the second quarter of 2026, the Company issued 394,416 shares of common stock in connection with various investor relations consulting contracts, 27,735 shares of common stock pursuant to third party contractor services related to the production of the I DO series for JOURNY TV, 50,000 shares of common stock pursuant to the Company's acquisition of a 51% equity interest in YADA Commerce, Inc., 18,200 shares of common stock issued to David Jiang, a director of the Company in a private placement, 4,574 shares issued as commission payments to travel agents, and 8,278 shares of common stock issued to an investor pursuant to a warrant exercise, and 89,430 common shares issued to former directors of the Company in connection with settling accrued directors fees.

During the first quarter of 2025, the Company issued 105,000 shares of common stock in connection with various investor relations consulting contracts, 45,643 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends, 20,000 shares of common stock to Ovation as partial consideration pursuant to the April 1, 2025 JOURNY TV Asset Purchase Agreement; 5,000 shares of common stock to ITA as a finder’s fee related to the FSA acquisition; 15,000 shares of common stock pursuant to a consulting contract related to the development and launch of a dedicated beauty and wellness FAST channel; and 5,843,993 shares of common stock to the members of NTG pursuant to the Exchange Agreement, constituting Contingent Shares issuable to the members of NTG upon the achievement of all business milestones.

In the second quarter of 2025, the Company issued 205,000 shares of common stock in connection with various investor relations consulting contracts, 36,283 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends, 96,774 shares of common stock to TA Pipeline as partial consideration pursuant to the August 6, 2025 Membership Interest Purchase Agreement; 24,230 shares of common stock to various vendors as settlement for outstanding invoices; and 161,092 shares issued to investors in private placements.

At-the-Market Offering

On August 31, 2026, the Company entered into an At the Market Offering Agreement (the "Offering Agreement") with Titan Partners Securities LLC ("Titan"), as sales agent, under which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $6,500,000 in "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). 

Titan is entitled to a commission of 3.5% of the gross sales price of the shares it sells, and the Company has agreed to reimburse Titan's reasonable legal fees up to $35,000, plus up to $5,000 per periodic due diligence update. In addition, the Company has agreed to pay Craft Capital Management LLC, its prior placement agent, a fee of 2.0% of the gross proceeds of each sale in consideration of Craft Capital's waiver of its exclusivity rights with respect to the offering. Titan is required to use commercially reasonable efforts to sell the shares the Company designates, but the Company is not obligated to sell, and Titan is not obligated to purchase, any shares. Either party may suspend the offering at any time.

No shares had been sold under the Offering Agreement at August 31, 2026. On September 23, 2026, the Company sold 100 shares of common stock under the Offering Agreement for gross proceeds of $205.

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.

The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share.

An aggregate of 153,928 and 100,316 shares of preferred stock were issued and outstanding at  August 31, 2026 and  February 28, 2026, respectively, as further discussed below.

Series A Convertible Preferred Stock

On February 6, 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. Effective as of 5:00 pm Eastern time 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  August 31, 2026, 150,000 shares of the issued Series A Preferred were outstanding, which if converted as of  August 31, 2026, would have resulted in the issuance of 150,000 shares of common stock.

Series B Convertible Preferred Stock — Monaco Investment Partners II, LP (Related Party)

The Series B Convertible Preferred Stock described below (the “Series B Preferred”) is a separate series of preferred stock newly designated on August 27, 2026 and is distinct in all respects from the Predecessor Series B Preferred described above. The two series share only the “Series B” designation; they differ in stated value, conversion price, dividend terms, redemption rights and balance sheet classification.

Effective August 25, 2026, the Company and Monaco Investment Partners II, LP (“MIP”) entered into an Exchange Agreement pursuant to which the Company (i) increased the MIP Line of Credit by $500,000, which amount was funded in cash, resulting in aggregate advances outstanding of $3,500,000, and (ii) agreed to issue to MIP shares of a newly designated series of Series B Preferred in a number equal to the aggregate advances plus all interest accrued thereon through the effective date, divided by the $1,000 per share stated value, in exchange for the cancellation of that indebtedness. MIP is owned and controlled by Donald P. Monaco, Chairman of the Company’s Board of Directors. Accordingly, the transaction was reviewed and approved by the disinterested members of the Board of Directors and by the Audit Committee in accordance with Nevada corporate law, the Nasdaq listing rules and the Company’s Related Party Transactions Policy.

On August 27, 2026, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock with the Secretary of State of the State of Nevada, designating 4,500 shares of the Company’s preferred stock as Series B Preferred, and the Exchange Agreement closed. The Company issued 3,612 shares of Series B Preferred, with an aggregate stated value of $3,612,000, in cancellation of $3,500,000 of outstanding principal and $112,000 of the $112,438 of interest accrued through August 24, 2026 under the MIP Line of Credit. The remaining $438 of the outstanding indebtedness, representing the fractional residual in excess of the aggregate stated value of the whole shares issued, was not exchanged and is payable to MIP in cash; that amount is included in accrued expenses at August 31, 2026 (see Note 15). No principal or accrued interest remained outstanding under the MIP Line of Credit following the exchange.

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

Stated Value. $1,000 per share; par value $0.001 per share. 4,500 shares of Series B Preferred are authorized, of which 3,612 shares were issued and outstanding at August 31, 2026.

Ranking. The Series B Preferred ranks pari passu with the Company’s other outstanding series of preferred stock and senior to the common stock and any other series of capital stock ranking junior to the Series B Preferred.

Dividends. Dividends accrue at 12.0% per annum, cumulative and compounding, computed on the basis of a 360-day year and the actual number of days elapsed, and are payable beginning January 2, 2027 and on the first day of each calendar quarter thereafter. On each quarterly payment date the Company may pay dividends either in cash or in additional shares of Series B Preferred issued at stated value, in its sole discretion.

Voting. Except as otherwise required by the Nevada Revised Statutes, the Series B Preferred has no voting rights. However, without the affirmative vote of the holders of a majority of the then outstanding Series B Preferred, the Company may not (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred or amend the Certificate of Designation in any manner that adversely affects the rights of holders, (ii) issue further shares of Series B Preferred or increase or decrease the number of authorized shares of Series B Preferred, or (iii) enter into any agreement with respect to the foregoing.

Conversion. At the option of the holder, each outstanding share of Series B Preferred may be converted into that number of shares of common stock equal to the quotient obtained by dividing (i) the stated value of such share plus all accrued and unpaid dividends thereon by (ii) an initial conversion price of $3.88 per share, subject to adjustment under certain limited circumstances. The Certificate of Designation prohibits the issuance of shares of common stock upon conversion to the extent such issuance would result in the holder beneficially owning in excess of 19.99% of the Company’s outstanding shares of common stock.

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Series B Preferred are entitled to receive, in preference to the holders of common stock and any class of capital stock junior to the Series B Preferred, an amount per share equal to the stated value plus all accrued and unpaid dividends.

Redemption. The Company has the right, at its option, to redeem all or any portion of the Series B Preferred at a price per share equal to the stated value plus all accrued and unpaid dividends. The Series B Preferred is not redeemable at the option of the holder and has no mandatory redemption date.

Classification

The Series B Preferred is not mandatorily redeemable, is not redeemable at the option of the holder, and is not redeemable upon the occurrence of an event that is not solely within the Company’s control. Accordingly, the Series B Preferred is outside the scope of ASC 480-10-25-4 and ASC 480-10-S99-3A and is classified within permanent stockholders’ equity. This classification differs from that of the Predecessor Series B Preferred, which was presented as mezzanine equity solely as a result of the mandatory redemption feature of that instrument. The Company evaluated the embedded conversion feature under ASC 815-15 and ASC 815-40 and concluded that the feature is indexed to the Company’s own stock and would be classified in stockholders’ equity if freestanding; accordingly, bifurcation was not required.

Accounting for the Exchange

Because MIP is a related party and participated in the exchange in its capacity as a holder of the Company’s securities, the Company accounted for the exchange of the MIP Line of Credit for Series B Preferred as a capital transaction rather than as an extinguishment giving rise to a gain or loss, consistent with ASC 470-50 and SAB Topic 5T. Accordingly, the Series B Preferred was recorded at $3,612,000, the carrying amount of the principal and accrued interest extinguished, and no gain, loss or deemed dividend was recognized. In reaching this conclusion the Company considered that the $1,000 stated value per share corresponds to the principal amount exchanged, that the 12% dividend rate borne by the Series B Preferred is identical to the interest rate borne by the MIP Line of Credit, and that the $3.88 conversion price exceeded the $1.37 closing price of the Company’s common stock on August 27, 2026, such that the conversion feature had no intrinsic value at issuance and the exchange was not effected on terms favorable to the related party.

The $3.88 conversion price also exceeded the closing price of the Company’s common stock at the time the Exchange Agreement was entered into, and corresponds to the exercise price of the warrant issued to Lind Global Fund III LP in the Company’s July 2026 financing with an unaffiliated investor. 

Shares Outstanding

At August 31, 2026, 3,612 shares of Series B Preferred were issued and outstanding with an aggregate stated value of $3,612,000.  The Series B Preferred outstanding at August 31, 2026 was convertible into approximately 930,927 shares of common stock.

Series E Convertible Preferred Stock

Under the Certificate of Designations of the Series E Preferred Stock, shares of the Company’s Series E Preferred have an initial stated value of $1,500 per share (the “Series E 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 Series E 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 related stock purchase agreement). The Conversion Amount is the sum of the Series E 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  August 31, 2026, 316 shares of Series E Preferred were outstanding, which if converted as of  August 31, 2026, including the make-whole dividends, would have resulted in the issuance of 3,673 shares of common stock.

Stock Options

On December 28, 2023, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the adoption of the NextTrip 2023 Equity Incentive Plan (the “2023 Plan”). 7,000,000 shares of common stock have been reserved for issuance under the 2023 Plan, and as of  August 31, 2026, 5,466,374 shares are available for future issuance.

The Company’s 2013 Equity Incentive Plan expired on March 15, 2023. As such, there were no shares of common stock reserved for future issuance thereunder as of  August 31, 2026.

On March 26, 2025, under the terms of the 2013 Equity Incentive Plan, all outstanding options terminated upon the change in control effected by the issuance of Contingent Shares pursuant to the Exchange Agreement entered into in connection with the NextTrip Acquisition.

During the six months ended August 31, 2026 and 2025, the Company granted and issued stock options to purchase an aggregate of 200,000 and 556,250 shares of common stock, respectively, under the 2023 Plan.

The Company generally grants stock options to employees, consultants, and directors at exercise prices equal to the fair market value of the Company’s common stock on the grant date, but not less than 100% of the fair market value. Stock options are typically granted throughout the year and generally vest over a period from one to three years of service and expire five years from the grant date, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the vesting period for each stock option award.

Total stock-based compensation expense included in the statements of operations for the three months ended August 31, 2026 and 2025 was $0, and for the six months ended August 31, 2026 and 2025 was $(13,660) related to a common share issuance and $138,325 related to stock options, respectively.

The fair value of stock-based awards was estimated using the Black-Scholes model with the following weighted average assumptions for the six months ended August 31, 2026 and  August 31, 2025.

Option activity for the six months ended August 31, 2026 and the year ended  February 28, 2026 was as follows:

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have an exercise price below the market price of our common stock. At  August 31, 2026, no options had an exercise price below the $1.43 closing price of our common stock as reported on The Nasdaq Capital Market.

At  August 31, 2026, there was no unrecognized stock-based compensation expense related to unvested stock options.

Stock Appreciation Rights

The purposes of the 2020 Stock Appreciation Rights Plan (the “2020 SAR 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 stockholders of the Company; and (iii) promote the success of the Company’s business. The 2020 SAR Plan provides for incentive awards that are only in the form of stock appreciation rights payable in cash (“SARs”). No shares of common stock are reserved or will be issued pursuant to the 2020 SAR 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 SAR Plan will have the authority to, among other things, prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant.

On March 26, 2025, under the terms of the 2020 SAR Plan, all outstanding unvested SARs became immediately vested and exercisable upon the change in control effected by the issuance of Contingent Shares pursuant to the Exchange Agreement entered into in connection with the NextTrip Acquisition.

The Company did not grant any SARs during the six months ended August 31, 2026 or  August 31, 2025.

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

SARs activity for the six months ended August 31, 2026 and the year ended  February 28, 2026 was as follows:

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have an exercise price below the market price of our common stock. At  August 31, 2026, no SARs had an exercise price below the $1.43 closing price of our common stock as reported on The Nasdaq Capital Market.

At  August 31, 2026, there was no unrecognized stock-based compensation expense related to unvested SARs.

Warrants

The fair value of warrants issued during the six months ended August 31, 2026 and 2025 was estimated using the Black-Scholes model with the following assumptions.

Assumptions:

Warrant activity for the six months ended August 31, 2026 and the year ended  February 28, 2026 was as follows:

Warrants outstanding at August 31, 2026 include the Common Stock Purchase Warrant to purchase 1,030,928 shares of common stock issued to Lind Global Fund III LP on July 21, 2026, which is classified as a liability and measured at fair value on a recurring basis rather than within stockholders’ equity. See Note 14. All other warrants outstanding at August 31, 2026 are classified within stockholders’ equity.