[Form 4] Northann Corp. Insider Trading Activity

Rhea-AI Filing Summary

Northann Corp. (NCL) director Jing Zhang reported recent changes in ownership of the company’s common stock. On 09/11/2025, Zhang sold 63,740 shares of common stock at a price of $0.147 per share, leaving no shares beneficially owned after that transaction. On 11/17/2025, Zhang received 5,725 shares of common stock as compensation under the Issuer's 2023 Equity Incentive Plan, resulting in beneficial ownership of 5,725 shares held directly. The filing notes that the 63,740-share figure does not reflect a 1:8 reverse stock split that Northann effected on October 7, 2025.

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

OMB Number:			3235-0287
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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^*

Zhang Jing

(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)
09/11/2025

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	09/11/2025		S		63,740(1)	D	$0.147	0	D
Common Stock	11/17/2025		A		5,725(2)	D	$0	5,725	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. This number does not reflect 1:8 reverse stock split that the Registrant effected on October 7, 2025.

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

	/s/ Jing Zhang	11/20/2025
	** 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 transactions did Northann Corp. (NCL) director Jing Zhang report?

Jing Zhang reported selling 63,740 shares of Northann common stock on 09/11/2025 and later receiving 5,725 shares on 11/17/2025 as equity compensation.

At what price were Jing Zhang’s Northann (NCL) shares sold?

The reported sale on 09/11/2025 covered 63,740 shares of Northann common stock at a price of $0.147 per share.

How many Northann (NCL) shares does Jing Zhang beneficially own after these transactions?

Following the reported transactions, Jing Zhang beneficially owns 5,725 shares of Northann common stock, held directly.

What is the source of the 5,725 Northann (NCL) shares granted to Jing Zhang?

The 5,725 shares of common stock reported on 11/17/2025 were granted to Jing Zhang as compensation under Northann’s 2023 Equity Incentive Plan.

How does Northann’s 1:8 reverse stock split affect the reported 63,740 shares?

The filing explains that the 63,740-share sale figure does not reflect the 1:8 reverse stock split that Northann effected on October 7, 2025.

What is Jing Zhang’s role at Northann Corp. (NCL)?

Jing Zhang is reported as a director of Northann Corp. in the ownership filing.