Nocopi 10% holder granted 21,930 new shares

A ten percent owner entity linked to Phillip Frost received additional NNUP shares as advisory-service consideration, increasing its indirect holdings.

Rhea-AI Filing Summary

NOCOPI TECHNOLOGIES INC (NNUP) reported that Frost Gamma Investments Trust, a ten percent owner associated with Phillip Frost, acquired 21,930 shares of common stock on September 11, 2026. The shares were issued by Nocopi as consideration for advisory services under a Stock Purchase Agreement, bringing the trust’s indirect holdings to 1,511,642 shares. Phillip Frost disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

Grant/Award: 21,930 shares

Grant/Award 1 txn

Insider FROST PHILLIP MD ET AL, Frost Gamma Investments Trust

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	21,930	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,511,642 shares (Indirect, See footnote)

Footnotes (2)

1. F1. Represents shares of the Issuer's common stock acquired by the Reporting Person from the Issuer as consideration rendered pursuant advisory services provided by the Reporting Person pursuant to that certain Stock Purchase Agreement by and between the Issuer and Frost Gamma Investments Trust, dated September 11, 2023.
2. F2. These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation, of which the Reporting Person is the sole shareholder. The Reporting Person disclaims beneficial ownership of the securities held by Frost Gamma Investments Trust except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Key Figures

Shares acquired: 21,930 shares Holdings after transaction: 1,511,642 shares Transaction price per share: $0.00 per share +2 more

5 metrics

Shares acquired 21,930 shares Common stock granted on September 11, 2026 as advisory consideration

Holdings after transaction 1,511,642 shares Indirect holdings of Frost Gamma Investments Trust after the grant

Transaction price per share $0.00 per share Non-cash grant for advisory services

Reporting persons 2 reporting persons Phillip Frost MD et al and Frost Gamma Investments Trust

Ownership status Ten percent owner Both reporting persons identified as 10% owners of NNUP

Key Terms

Stock Purchase Agreement, pecuniary interest, beneficial ownership, Section 16

4 terms

Stock Purchase Agreement financial

"pursuant to that certain Stock Purchase Agreement by and between the Issuer"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

pecuniary interest financial

"except to the extent of any pecuniary interest therein"

beneficial ownership regulatory

"disclaims beneficial ownership of the securities held by Frost Gamma"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 16 regulatory

"beneficial owner of these securities for purposes of Section 16 or"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NNUP report on this Form 4?

Nocopi Technologies reported that Frost Gamma Investments Trust acquired 21,930 shares of its common stock on September 11, 2026 as consideration for advisory services under a Stock Purchase Agreement.

How many NNUP shares does the Frost Gamma Investments Trust hold after this transaction?

After the reported grant, Frost Gamma Investments Trust holds 1,511,642 shares of Nocopi Technologies common stock indirectly, as stated in the Form 4 data.

What was the price per NNUP share in the reported Form 4 transaction?

The Form 4 lists a transaction price of $0.00 per share, reflecting that the 21,930 shares were issued as non-cash consideration for advisory services, not purchased for cash.

Who are the reporting persons in this NNUP Form 4 filing?

The reporting persons are Phillip Frost MD et al and Frost Gamma Investments Trust, each identified as a ten percent owner of Nocopi Technologies for Section 16 reporting purposes.

How were the NNUP shares in this Form 4 earned by the reporting person’s entity?

The 21,930 NNUP shares were issued by Nocopi Technologies to Frost Gamma Investments Trust as consideration for advisory services provided under a Stock Purchase Agreement dated September 11, 2023 between the issuer and the trust.

Does Phillip Frost claim full beneficial ownership of the NNUP shares held by Frost Gamma Investments Trust?

No. The filing states that Phillip Frost disclaims beneficial ownership of the securities held by Frost Gamma Investments Trust, except to the extent of any pecuniary interest in them.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 05:31 PM Accepted by SEC EDGAR 09/14/2026 - 05:30 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

FROST PHILLIP MD ET AL

(Last) (First) (Middle)

4400 BISCAYNE BLVD.

(Street)

MIAMI FLORIDA 33137

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NOCOPI TECHNOLOGIES INC/MD/ [ NNUP ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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

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

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

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	09/11/2026		A		21,930(1)	A	$0	1,511,642	I	See footnote(2)

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

1. Name and Address of Reporting Person^*

FROST PHILLIP MD ET AL

(Last) (First) (Middle)

4400 BISCAYNE BLVD.

(Street)

MIAMI FLORIDA 33137

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Frost Gamma Investments Trust

(Last) (First) (Middle)

4400 BISCAYNE BLVD.

(Street)

MIAMI FLORIDA 33137

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares of the Issuer's common stock acquired by the Reporting Person from the Issuer as consideration rendered pursuant advisory services provided by the Reporting Person pursuant to that certain Stock Purchase Agreement by and between the Issuer and Frost Gamma Investments Trust, dated September 11, 2023.

2. These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation, of which the Reporting Person is the sole shareholder. The Reporting Person disclaims beneficial ownership of the securities held by Frost Gamma Investments Trust except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	/s/ Phillip Frost, M.D., Individually	09/14/2026
	/s/ Phillip Frost, M.D., as Trustee	09/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)