NextTrip, Inc.

Previous wording

Our principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our telephone number is (954) 526-9688. Our website address iswww.nexttrip.com. The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other information related to the Company, are available, free of charge, on our website. The Company’s website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly Report.

Current wording

Our principal executive offices are located at 1560 Sawgrass Corporate Parkway, Suite 400, Sunrise Florida 33323, and our telephone number is (954) 526-9688. Our website address iswww.nexttrip.com. The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other information related to the Company, are available, free of charge, on our website. The Company’s website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly Report.

Previous wording

Revenue Recognition – The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied.

Current wording

Revenue Recognition – The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transaction price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied.

Previous wording

In response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. This change was driven primarily by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv, which expanded our media operations. As a result of these changes, we updated our internal reporting structure and, beginning in the third quarter of fiscal year 2026, we report our financial performance based on two reportable segments: Travel and Media.

Current wording

In response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. This change was driven primarily by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv, which expanded our media operations. As a result of these changes, we updated our internal reporting structure and, beginning in the third quarter of fiscal year 2026, we began reporting our financial performance based on two reportable segments: Travel and Media.

Previous wording

Our Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides, and inspiration for travelers. We leverage our media brands as strategic tools to generate travel bookings by integrating content, marketing, and booking technology, as well as to generate advertising revenues from third-party content.

Current wording

Our Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, (our owned global travel media network, into which we are integrating the GoUSA TV content library and distribution assets acquired from Brand USA in February 2026), our joint venture with KC Global Media for international expansion across India, Southeast Asia, Africa, and Australia/New Zealand, and Travel Magazine, our editorial travel content platform. We expect combined JOURNY.tv and GoUSA TV assets to support media distribution reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms.

Previous wording

Due to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of filing of this Quarterly Report and the report of our registered independent public accounting firm filed with our Annual Report on Form 10-K for our the fiscal year ended February 28, 2025 contains a going concern qualification.

Current wording

Due to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of filing of this Quarterly Report and the report of our registered independent public accounting firm filed with our Annual Report on Form 10-K for the fiscal year ended February 28, 2026 contains a going concern qualification.

Previous wording

At the core of our business is our proprietary, direct-to-consumer NXT2.0 travel booking engine, which has been continually enhanced and developed through a series of acquisitions of a variety of media and travel assets. NXT2.0 powers several websites, including our main leisure site, nexttrip.com, and fivestaralliance.com, our widgets for The Groups and Travel Agent Platforms, as well as providing travel booking solutions for our media hubs, JOURNY.tv and travelmagazine.com. We serve both leisure and business travelers by offering them access to travel blogs, videos and concierge assistance to aid in planning travel, coupled with our proprietary booking platform for the direct purchase of flights, hotels, vacation homes, cruise, tours, and other travel products. Our content includes destination guides, maps and travel tips, designed to help travelers plan memorable trips and book those trips on our travel platform.

Current wording

At the core of our Travel segment is our proprietary NXT2.0 travel booking engine, which powers several websites, including nexttrip.com and fivestaralliance.com, as well as our Groups Platform and Travel Agent Platform. NXT2.0 supports direct-to-consumer and advisor-assisted booking across leisure, luxury, cruise, group, and business travel verticals. We serve both leisure and business travelers by offering access to travel blogs, videos, and concierge assistance to aid in planning travel, coupled with our booking platform for the direct purchase of flights, hotels, vacation homes, cruises, tours, and other travel products.

Previous wording

The acquisition of TA Pipeline in November 2025 represents a significant milestone in NextTrip’s expansion of its Groups and MICE (Meetings, Incentives, Conferences, Exhibitions) vertical, an area with strong growth potential and margin contribution. TA Pipeline has established itself as a premier group-travel agency platform with deep expertise in delivering end-to-end solutions for conferences, conventions, weddings, and affinity groups, often servicing groups ranging from 50 to 5,000 travelers. Its strong relationships with suppliers, planners, and affinity partners align seamlessly with NextTrip’s vertically integrated “content-to-commerce” ecosystem, providing:

Current wording

TA Pipeline is a premier group travel and Meetings, Incentives, Conferences and Exhibitions (“MICE”) platform and a wholly owned subsidiary of the Company, acquired in August 2025. TA Pipeline has established itself as a leading group-travel agency platform with deep expertise in delivering end-to-end solutions for conferences, conventions, destination weddings, and affinity groups, often servicing groups ranging from 50 to 5,000 travelers. TA Pipeline has strong relationships with suppliers, planners, and affinity partners, and its integration into the NXT2.0 ecosystem and PayDlay financing tool is designed to enhance conversion rates and drive incremental travel bookings. See “Recent Developments - Acquisition of TA Pipeline.”

Previous wording

Our NXT2.0 travel booking platform at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises and activities. Additionally, we allow travelers to defer payments on select vacation packages with our proprietary PayDlay program. PayDlay allows travelers to purchase travel with a small deposit and make subsequent payments between purchase and the week before travel. Registered NextTrip travelers can manage bookings, receive updates on special offers, and subscribe to newsletters with travel tips and destination highlights. Security is a priority, with rigorous content screening and Payment Card Industry compliance to safeguard customer information. The platform further distinguishes itself through exclusive supplier partnerships that yield preferential rates, targeted promotions, and inventory advantages, while its robust architecture supports complex group bookings—covering conferences, conventions, and destination weddings via a specialized Groups Platform—and equips over 150 beta-testing professionals with a Travel Agent Platform that streamlines multi-passenger reservations.

Current wording

Our marketplace at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises, and activities. We allow travelers to defer payments on select vacation packages with our proprietary PayDlay program, which allows travelers to purchase travel with a small deposit and make subsequent payments between purchase and the week before travel, with no interest charged. Registered NextTrip travelers can manage bookings, receive updates on special offers, and subscribe to newsletters. Security is a priority, with rigorous content screening and Payment Card Industry (“PCI”) compliance to safeguard customer information.

Previous wording

Product sales are generally structured either: (1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between product supplier and the Company (as is the case with the majority of our products) which allows us to set our own retail pricing based upon market forces and a need to maintain a markup above its fixed cost. Commission-based travel products are generally lower margin than directly negotiated travel products.

Current wording

We generate Travel segment revenue through commissions, markups, and service fees on travel bookings across hotels, vacation rentals, cruises, packages, and related travel services. Product sales are generally structured either: (1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between the Company and the product supplier (as is the case with the majority of NextTrip’s products), which allows us to set our own retail pricing. Commission-based travel products are generally lower margin than directly negotiated travel products. Our strategy emphasizes higher-value travel segments, including luxury travel, cruise, and group travel, which we believe offer higher transaction values, repeat business opportunities, and enhanced service economics. Travel Magazine Pro also contributes Travel segment revenue through affiliate commissions and sponsored booking content.

Previous wording

Development of Integrated Revenue Model – Strategy and Current Status

Current wording

Development of Integrated Revenue Model

Previous wording

We are in the early stages of development and roll out of our comprehensive travel and media model. While the products introduced to date are now functional and responsible for the current, nominal revenue generation of the Company, the corresponding revenue streams are currently both small and unpredictable relative to the established travel industry leaders.

Current wording

NextTrip is in the early stages of development and roll out of its comprehensive two-segment model. While the products introduced to date are now functional and generating nominal revenues, those revenue streams are currently small and variable relative to established travel industry leaders. Our ability to capitalize on our platforms is constrained by limited funding for marketing programs. The timeline to complete planned programs is dependent upon our ability to raise capital; however, we believe that most programs can be delivered within 180 days of obtaining such necessary funding. Once fully integrated, we believe the model will deliver accelerating revenue growth as our content-to-commerce strategy targets underserved areas in the travel sector—such as PayDlay, Groups bookings, and the Travel Agent Platform—not well serviced by the major travel industry leaders.

Previous wording

On August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA Pipeline LLC (“TA”) and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership interests of TA from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly-owned subsidiary of the Company. The TA Acquisition closed on August 6, 2025.

Current wording

On August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA Pipeline LLC (“TA”) and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership interests of TA (the “TA Acquisition”). The TA Acquisition closed on August 6, 2025, resulting in TA becoming a wholly-owned subsidiary of the Company operating within the Travel segment.

Previous wording

Pursuant to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $443,169 in cash (the “TA Closing Payment”), $118,169 of which (the “Estimated Additional Closing Payment”) was paid as a purchase price adjustment based on the Members’ Deficit (as defined in the TA MIPA) set forth in the closing balance sheet provided by TA in connection with closing, as more particularly provided for by the TA MIPA; and (ii) issued an aggregate of 96,774 restricted shares of Company common stock (the “TA Closing Shares,” and together with the TA Closing Payment, the “TA Closing Consideration”) to the TA Members, valued at $300,000, based on a price per share of $3.10. The Estimated Additional Closing Payment is subject to adjustment, upward or downward, to the extent that the Members’ Deficit as of the closing date is determined to be less than or exceed $175,000, as provided in the TA MIPA. In addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the Company shall make an additional payment to the TA Members in the form of an earnout (the “TA Milestone Payment”), which shall be in an amount equal to five percent (5%) of the net revenues generated by TA during the 12 month period after the closing date (the “Milestone Period”), up to a maximum of $200,000. The TA Milestone Payment shall be paid to the TA Members within 10 days following completion of the Milestone Period and will be payable fifty percent (50%) in cash and fifty percent (50%) in restricted shares of Company common stock (the “TA Milestone Shares,” and together with the TA Closing Shares, the “TA Acquisition Shares”), to be calculated based on a price per share of $3.10

Current wording

Pursuant to the TA MIPA, as consideration for the TA Acquisition, the Company (i) paid the TA Members an aggregate of $443,168 in cash and (ii) issued an aggregate of 96,774 restricted shares of Company common stock valued at $300,000, based on a price per share of $3.10. In addition, the Company shall make an earnout payment equal to five percent (5%) of the net revenues generated by TA during the 12-month period after the closing date, up to a maximum of $200,000, payable 50% in cash and 50% in restricted shares of Company common stock at $3.10 per share.

Previous wording

In addition to the foregoing, in the event that the Fair Market Value of the Company’s common stock is less than $3.10 (the “Base Price”) during the applicable Exercise Period, each TA Member shall have the limited, one time option, to exercise one of the following rights as to some or all of their outstanding TA Acquisition Shares by delivering notice to the Company: (i) the right to require the Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at the Base Price; (ii) the right to require the Company to issue to such TA Member that number of additional shares of Company common stock (the “Top Up Shares”) as is necessary to make the aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Fair Market Value) equal to the original aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Base Price); and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the product of (x) the number of TA Acquisition Shares specified in the notice and (y) the positive difference, if any, between the Base Price and the Fair Market Value. For purpose of the foregoing rights, the “Exercise Period” means the three month period commencing upon the earlier of: (i) with respect to the TA Closing Shares, (x) the date that the TA Closing Shares first become eligible for public resale and (y) the first anniversary of the closing date; and (ii) with respect to the TA Milestone Shares, (x) the date that the TA Milestone Shares first become eligible for public resale and (y) the first anniversary of the closing date. Additionally, for purpose of the foregoing rights, “Fair Market Value” means the volume weighted average price per share of the Company’s common stock for the twenty consecutive trading days immediately preceding the notice date. During the Exercise Period, each of the TA Members shall be prohibited from engaging in certain transactions in the Company’s stock, as more particularly set forth in the TA MIPA.

Current wording

In addition, in the event that the fair market value of the Company’s common stock is less than $3.10 per share during the applicable exercise period, each TA Member shall have a limited, one-time option to (i) require the Company to repurchase all or a portion of their TA acquisition shares at $3.10, (ii) require the Company to issue additional shares to make the aggregate value equal to the original aggregate value, or (iii) require the Company to pay the difference in cash between the base price and fair market value. The exercise period commences upon the earlier of the date the shares first become eligible for public resale or the first anniversary of the closing date.

Previous wording

On April 28, 2025, the parties determined that each of the foregoing milestones had been achieved, and in satisfaction of its obligations under the FSA Purchase Agreement, the Company paid the FSA Members an aggregate of $400,000 in cash and issued the FSA Members an aggregate of 120,967 shares of Series O Preferred.

Current wording

On April 28, 2025, the parties determined that each of the four performance milestones under the FSA Purchase Agreement had been achieved, and in satisfaction of those obligations, the Company paid the FSA Members an additional aggregate of $400,000 in cash and issued an aggregate of 120,967 shares of Series O Preferred. In total, the Company paid aggregate cash consideration of $1,400,000 and issued an aggregate of 443,549 shares of Series O Preferred to the FSA Members in connection with the acquisition of Five Star Alliance.

Previous wording

On February 24, 2025, the Company and Blue Fysh entered into a share exchange agreement (the “BF Share Exchange Agreement”) whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a 10% interest in Blue Fysh, in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock (the “Series N Preferred”) of the Company at an issuance price of $5.00 per share (the “BF Share Exchange”). The BF Share Exchange closed on February 28, 2025. The parties entered into the BF Share Exchange Agreement, creating minority ownership positions between the entities, as part of their mutual efforts to work together to expand each company’s business opportunities.

Current wording

On February 24, 2025, the Company and Blue Fysh Holdings Inc. (“Blue Fysh”) entered into a share exchange agreement (the “BF Share Exchange Agreement”) whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a 10% interest in Blue Fysh, in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock of the Company at an issuance price of $5.00 per share. The BF Share Exchange closed on February 28, 2025. Blue Fysh is focused on digital and network solutions connecting people to brands through thousands of digital installations in diverse environments across North America. The strategic partnership with Blue Fysh is intended to expand audience reach by integrating JOURNY.tv, Travel Magazine, and NextTrip’s booking platform with Blue Fysh’s digital out-of-home solutions, increase advertising revenue through combined media assets, and leverage Blue Fysh’s strategic sales relationships on behalf of NextTrip’s Media segment.

Previous wording

On April 1, 2025, the Company entered into an asset purchase agreement (the “JOURNY.tv Purchase Agreement”) with Ovation LLC (“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain agreements, and assumed certain liabilities related to Ovation’s JOURNY.tv business (the “JOURNY.tv Acquisition”). The JOURNY.tv Acquisition closed on April 1, 2025.

Current wording

On April 1, 2025, the Company entered into an asset purchase agreement with Ovation LLC (“Ovation”), pursuant to which the Company purchased assets including trademarks, domains, apps, and certain distribution agreements related to Ovation’s JOURNY.tv business for $300,000 in cash and 20,000 restricted shares of Company common stock. In connection with the acquisition, the Company and Ovation also entered into a License Agreement pursuant to which Ovation granted the Company non-exclusive rights to exhibit JOURNY.tv programming through FAST and Video On Demand channels. The aggregate non-refundable license fee payable over the term of the License Agreement is $336,801.

Previous wording

On March 27, 2025, the Company unveiled NextTrip Cruise, a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners. Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert travel support.

Current wording

On March 27, 2025, NextTrip unveiled NextTrip Cruise, a fully integrated cruise booking engine within the Travel segment providing access to over 10,000 sailings and 35 cruise partners. Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert travel support.

Previous wording

Additionally, in accordance with the Board Appointment Rights provided for in the Exchange Agreement, on July 14, 2025, the Company’s Board of Directors appointed the NTH Appointees as directors, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company. Stephen Kircher shall serve as a Class I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders; Jimmy Byrd shall serve as a Class II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders; and Ms. Diges and Mr. Jiang shall each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of NTH Appointees will serve as a director for the balance of their respective initial terms, and until his or her successor is elected and qualified, subject to his or her earlier death, resignation or removal. Additionally, effective July 28, 2025, the Board appointed the NTH Appointees to serve on the following committees of the Board:

Current wording

Additionally, in accordance with the Board Appointment Rights provided for in the Exchange Agreement, on July 14, 2025, the Company’s Board of Directors appointed the NTH Appointees as directors, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company. Stephen Kircher shall serve as a Class I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders; Jimmy Byrd shall serve as a Class II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders; and Ms. Diges and Mr. Jiang shall each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of NTH Appointees will serve as a director for the balance of their respective initial terms, and until his or her successor is elected and qualified, subject to his or her earlier death, resignation or removal. Additionally, effective July 28, 2025 and as amended on March 3, 2026, the Board appointed the NTH Appointees to serve on the following committees of the Board:

Previous wording

The increase in revenue for the three months ended November 30,2025 as compared to the same period in 2024 was primarily due to group travel-related revenues, a consortia payment, and commission income generated from Five Star Alliance (“FSA”) bookings. Additionally, our Media segment generated $21,098 from direct advertising sales.

Current wording

The increase in revenue of $1,312,908, or 946% for the three months ended May 31, 2026 vs. May 31, 2025 was primarily due to group travel-related revenues and cruise bookings. In addition, our Media segment generated revenue from direct advertising sales and programmatic revenues.

Previous wording

Our cost of revenue for the three months ended November 30, 2025 was $982,652, as compared to $76,751 for the same period in 2024, an increase of $905,901, or 1,180. The increase was primarily attributable to the increase in sales from the third quarter of 2025 as compared to the third quarter of 2024.

Current wording

Our cost of revenue for the three months ended May 31, 2026 was $1,243,636, as compared to $99,921 for the same period in 2025, an increase of $1,143,715, or 1,145%. The increase was primarily attributable to the increase in sales from fiscal year 2026 as compared to fiscal year 2025.

Previous wording

Our gross margin for the three months ended November 30, 2025 was 18%, as compared to (-3%) for the same period in 2024. The improvement in gross margin is primarily attributable to FSA travel bookings and group travel bookings.

Current wording

Our gross margin for the three months ended May 31, 2026 was 14%, as compared to 28% for the same period in 2025. The decline in gross margin was primarily driven by a shift in the type of revenue we received, as revenue from higher-margin agent (commission) travel bookings and direct advertising sales declined relative to merchant-of-record travel bookings.

Previous wording

Our total operating expenses for the nine months ended November 30, 2025 were $11,349,353, as compared to $5,207,359 for the same period in 2024, an increase of $6,141,994 or 118%. The increase was primarily attributable to stock options granted to former directors and an increase in professional services expenses, as further discussed below. Non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization totaled $5,576,007, or 49% of our operating expenses for the nine months ended November 30, 2025, and $734,288, or 14% of our operating expenses for the same period in 2024.

Current wording

Our total operating expenses for the three months ended May 31, 2026 were $3,121,852, as compared to $4,678,643 for the same period in 2025, a decrease of $1,556,791, or 33%. The decrease was primarily attributable to stock options granted to former directors and other non-cash professional services expenses incurred during the first quarter of fiscal year 2026, as further discussed below. Total non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common shares issued to third parties for services, and depreciation and amortization totaled $889,388, or 28% of our operating expenses for the three months ended May 31, 2026, and $2,980,746, or 64% of our operating expenses for the same period in 2025.

Previous wording

Salary and benefits costs were $2,061,580 for the nine months ended November 30, 2025, as compared to $1,946,035 for the same period in 2024, an increase of $115,545, or 6%. The increase was comprised of: (a) an increase in salaries of $58,560 due to the addition of two Five Star Alliance employees pursuant to the acquisition; (b) an increase in taxes and benefits of $54,562; and (c) an increase in bonus and commission expense of $9,827; partially offset by a decrease in SAR expense of $7,404.

Current wording

Salary and benefits costs were $907,401 for the three months ended May 31, 2026, as compared to $696,914 for the same period in 2025, an increase of $210,487, or 30%. The increase was comprised of: (a) an increase in salaries of $151,043 due to the addition of seven new employees; (b) an increase in payroll taxes and benefits of $60,752; and (c) an increase due to the revaluation of the SAR liability of $7,453; partially offset by a decrease in bonus expense of $6,190, and a decrease in commission expense of $2,574.

Previous wording

We incurred marketing costs of $324,560 during the nine months ended November 30, 2025, as compared to $238,065 during the same period in 2024. The increase of $86,495, or 36%, was for (a) an increase in a consulting contract for marketing services of $71,870; (b) increased Travel Magazine expenses of $53,776 aimed at driving traffic and generating business across all of our brands; (c) an increase in media consulting expenses of $21,946 due to the engagement of a social media influencer agency; (d) an increase in contract labor $7,612 due to the completion of project based initiatives; and (e) an increase in conference entrance fees of $2,005. Partially offsetting the increase was a decrease of $70,714 in fees previously incurred from a former media advertising firm.

Current wording

We incurred marketing costs of $134,848 during the three months ended May 31, 2026, as compared to $90,035 during the same period in 2025. The increase of $44,813, or 50%, was for (a) an increase in contracted services for marketing of $27,468; (b) increased Travel Magazine expenses of $66,950 aimed at driving traffic and generating business across all of our brands; and (c) an increase in social media expenses of $17,885 including a social media influencer agency. Partially offsetting the increase was a decrease of $62,500 in fees previously incurred from a former media advertising firm, and a decrease in advertising and promotional services of $5,050.

Previous wording

Professional service fees incurred in the nine months ended November 30, 2025 were $4,385,664, as compared to $1,413,660 incurred during the same period in 2024, an increase of $2,972,004, or 210%. This increase was a result of: (a) an increase in investor relations expenses of $1,637,258 due to renewal of existing contracts and the addition of six new investor relations firms; (b) an increase in consulting fees of $550,181 due to contracts for services related to business development; (c) an increase in contract labor of $379,291 related to JOURNY.tv and other operations; (d) an increase in accounting expenses of $192,197 due to costs associated with technical accounting services related to the FSA, JOURNY.tv and TA Pipeline acquisitions, as well as a required two-year audit and first quarter financial statement review for FSA; (e) an increase in legal fees of $164,577 due to services related to various regulatory filings and acquisitions; and (f) an increase in lending fees of $48,500 related to bridge loan financings. Of the total professional service fees of $4,385,664 for the nine months ended November 30, 2025, $2,293,336, or 52%, were incurred as non-cash expenses.

Current wording

Professional service fees incurred in the three months ended May 31, 2026 were $1,286,371, as compared to $1,149,476 incurred during the same period in 2025, an increase of $136,895, or 12%. This increase was a result of: (a) an increase in consulting fees of $366,206 due to contracts for services related to business development, including our media segment; (b) an increase in legal fees of $45,435 due to services related to various regulatory filings and acquisitions; and (c) an increase in contract labor of $33,165 related to travel and other operations; partially offset by a decrease in investor relations expenses of $229,093 due to service contracts issued to investor relations firms in the previous year; a decrease in lending fees of $45,000 related to bridge loan financings during the first quarter of fiscal 2026; and a decrease in accounting expenses of $33,816 due to the FSA audit in the previous year. Of the total professional service fees of $1,286,371 for the three months ended May 31, 2026, $552,952, or 43%, was incurred as non-cash expenses, as compared to $632,413, or 55% for the three months ended May 31, 2025.

Previous wording

We incurred technology costs of $879,053 during the nine months ended November 30, 2025, as compared to $553,536 during the same period in 2024. The increase of $325,517, or 59%, was primarily attributable to: (a) an increase in expenses in connection with JOURNY.tv of $274,140 for content licensing; (b) an increase in dues and subscriptions of $41,455 due to the implementation of our new CRM and business management system, Zoho One; (c) an increase in information technology and computer expenses of $18,979, primarily due to onboarding additional employees and use of outsourced IT services; and (d) an increase in software expenses of $506 for hotel connections into the NextTrip database. Partially offsetting these increases is a net decrease of $9,563 in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure.

Current wording

We incurred technology costs of $254,728 during the three months ended May 31, 2026, as compared to $321,815 during the same period in 2025. The decrease of $67,087, or 21%, was primarily attributable to: (a) a decrease in expenses in connection with JOURNY.tv of $85,582 primarily due to the previous contract with Dooya to get the channel in service; (b) a decrease in cloud database expenses of $9,270 primarily related to updating legacy code to optimize compatibility with our hosting infrastructure; and (c) a decrease in software and website expenses of $4,590 for hotel connections into the NextTrip database; partially offset by (a) an increase in dues and subscriptions of $21,277 due to the implementation of our new CRM and business management platform together with incremental seat licenses for newly onboarded employees; and (b) an increase in information technology expenses of $11,078 primarily due to onboarding additional employees, use of outsourced IT services, and managing software subscriptions.

Previous wording

Depreciation and amortization expense for the nine months ended November 30, 2025 was $695,902, as compared to $531,803 for the same period in 2024, an increase of $164,099, or 31%. The increase was primarily due to commencing amortization upon the product launch of our FAST network, JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements.

Current wording

Depreciation and amortization expense for the three months ended May 31, 2026 was $336,669, as compared to $206,650 for the same period in 2025, an increase of $130,019, or 63%. The increase was primarily due to commencing amortization upon the product launch of our FAST network, JOURNY.tv, and the Journy TV, FSA, TA Pipeline, and GoUSA acquisitions in the previous year.

Previous wording

During the three months ended November 30, 2025, we realized net other expense of $190,784, as compared to net other expense of $236,302 in the same period in 2024. The decrease in net other expense of $45,518 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. resulting in other income of $149,517, and the November revaluation of the derivative liability, which decreased the liability by $40,000, partially offset by (a) interest expense of $88,459 in connection the amortization of the debt discount associated with bridge loans; (b) interest expense associated with notes payable and other expenses of $30,040; and (c) loss on extinguishment of debt of $25,500.

Current wording

During the three months ended May 31, 2026, we realized net other expense of $211,716, as compared to net other income of $193,812 in the same period in 2025. The increase in net other expense of $405,528 was primarily due to $540,245 received from NextTrip Group, LLC in the first quarter of fiscal year 2026 related to the NextPlay Technologies settlement, partially offset by a decrease in interest expense, a decrease in loss on extinguishment of liability, and a gain on the revaluation of the derivative liability in the first quarter of fiscal year 2027.

Previous wording

Preferred dividends for the nine months ended November 30, 2025 were $258,415, as compared to $32,063, for the same period in 2024. The increase was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in December 2024 and February of 2025.

Current wording

Preferred dividends for the three months ended May 31, 2026 were $19,691, as compared to $64,463, for the same period in 2025, a decrease of $44,772, or 69%. The decrease was due to dividends paid to the holders of shares of Series L and Series M Preferred stock in the first quarter of fiscal year 2026, which shares were converted to common shares in November 2025.

Previous wording

The net loss on the share of net earnings from the equity method investment was $11,307 due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

Current wording

The decrease of $11,307 in the net loss on the share of net earnings from the equity method investment was due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

Previous wording

Our net loss applicable to common stockholders for the nine months ended November 30, 2025, was $10,889,368, as compared to $5,554,694 for the same period in 2024, an increase of $5,334,674, or 96%. The increase was primarily attributable to an increase in operating loss from continued operations of $5,732,173 and an increase in preferred dividends of $226.352, a loss on the 49% share of net earnings for the equity method investee of $11,307, and a decrease in income from discontinued operation of $8344, partially offset by an increase in other income of $643,502.

Current wording

Our net loss applicable to common stockholders for the three months ended May 31, 2026, was $3,145,160, as compared to $4,521,695 for the same period in 2025, a decrease of $1,376,535, or 30%. The decrease was primarily attributable to a decrease in operating loss of $1,725,984, a decrease in preferred dividends of $44,772, and decrease in the loss on the 49% share of net earnings for the equity method investee of $11,307; partially offset by an increase in Other Expense of $405,528 due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. promissory note receivable that resulted in other income in the previous year.

Previous wording

During the nine months ended November 30, 2024, the net cash used in operating activities was the result of a net loss of $5,530,975 before preferred dividends, partially offset by changes in working capital of $1,661,732, and non-cash expenses of $725,546 related to depreciation and amortization of $531,803 and stock-based compensation of $36,463. Changes in working capital were driven by a decrease in accounts receivable of $18,329, a decrease in prepaid expenses of $152,452, and an increase in accounts payable and accrued expenses of $1,518,161, partially offset by an increase in security deposits of $3,742 and a decrease in deferred revenue of $49,724.

Current wording

Net cash used in operating activities totaled $2,343,339 during the three months ended May 31, 2026, compared to $1,042,658 during the same period in 2025, an increase of $1,300,681, or 125%. The operating cash outflow during the current period was driven by a net loss of $3,125,469 (before payment of preferred dividends), partially offset by non-cash charges of $949,494 and further increased by net changes in working capital of $167,364. Non-cash charges included depreciation and amortization of $336,669, amortization of debt discount of $113,533, and shares issued for professional services of $552,952, partially offset by a reversal of employee stock-based compensation of $13,660 and a gain on the derivative liability revaluation of $40,000. Changes in working capital primarily reflected a decrease in deferred revenue of $807,464 and an increase in accounts receivable of $133,207, partially offset by an increase in accounts payable and accrued expenses of $439,724 and a decrease in prepaid expenses of $344,626.

Previous wording

Other than the related party promissory notes as described in NOTE 11 – Related Party Transactions to the financial statements included elsewhere in this Quarterly Report, we have no lines of credit or other financing arrangements.

Current wording

Other than the MIP Line of Credit and the related-party promissory notes described in Note 12,“Related Party Transactions,” to the financial statements included elsewhere in this Quarterly Report, we have no lines of credit or other financing arrangements.