Northann Corp (NCL) director reports 5,725-share equity grant and reverse split

Rhea-AI Filing Summary

Northann Corp. director Umesh Patel reported receiving additional company shares as compensation. On 11/17/2025, he was granted 5,725 shares of common stock at a price of $0 under the company’s 2023 Equity Incentive Plan. After this grant, he beneficially owned 22,448 common shares, held directly.

The filing also notes that Northann Corp. completed a 1-for-8 reverse stock split on October 7, 2025, which adjusted Patel’s holdings from 133,774 shares to 16,723 shares before the subsequent share issuance referenced in the explanation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PATEL UMESH

(Last) (First) (Middle)

2251 CATAWBA RIVER RD

(Street)

FORT LAWN SC 29714

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northann Corp. [ NCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/17/2025		A		5,725(1)	A	$0	22,448(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the shares of common stock granted under the Issuer's 2023 Equity Incentive Plan as compensation.

2. The Registrant effected a 1:8 reverse stock split on October 7, 2025. As a result, the number of shares owned by the Reporting Person was changed from 133,774 to 16,723, prior to the share issuance on November 11, 2025.

	/s/ Umesh Patel	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Northann Corp. (NCL) disclose in this filing?

The filing shows that director Umesh Patel received a grant of 5,725 shares of Northann Corp. common stock on 11/17/2025 as reported in Table I.

How many Northann Corp. (NCL) shares does the reporting person own after the transaction?

Following the reported grant, the director beneficially owned 22,448 shares of Northann Corp. common stock, held in direct ownership.

What was the price of the Northann Corp. (NCL) shares granted to the director?

The 5,725 shares of common stock granted to the director carried a reported price of $0, reflecting that they were issued as compensation rather than purchased for cash.

Under what plan were the Northann Corp. (NCL) shares granted?

The 5,725 shares were granted under Northann Corp.’s 2023 Equity Incentive Plan and are described in the filing as being issued as compensation.

Did Northann Corp. (NCL) complete a reverse stock split affecting this insider’s holdings?

Yes. The filing explains that Northann Corp. effected a 1:8 reverse stock split on October 7, 2025, which changed the director’s holdings from 133,774 shares to 16,723 shares before the later share issuance.

What is the reporting person’s relationship to Northann Corp. (NCL)?

The reporting person is identified in the form as a Director of Northann Corp., with the corresponding box checked in the relationship section.