Northern Technologies director granted 6,188 RSUs

NTIC director Nancy E. Calderon reports a 6,188-share restricted stock unit grant plus tiny additional share acquisitions.

Rhea-AI Filing Summary

NORTHERN TECHNOLOGIES INTERNATIONAL CORP (NTIC) reported that director Nancy E. Calderon was granted 6,188 shares of common stock in the form of a restricted stock unit award dated September 1, 2026 under the Northern Technologies International Corporation 2024 Stock Incentive Plan. These units will vest on September 1, 2027, conditioned on her remaining a director through that date, and will be issued upon settlement. The filing also reports several very small acquisitions of common stock on November 12, 2025 and February 11, 2026 at prices of $8.12 and $8.66 per share, respectively. The director’s holdings include the 6,188 shares underlying the restricted stock units and 51.5901 shares held in an IRA. No trades are reported as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Calderon Nancy E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	6,188	$0.00	$0.00
Small Acquisition	Common Stock	2.3651	$8.66	$20.48
Small Acquisition	Common Stock	2.5325	$8.66	$21.93
Small Acquisition	Common Stock	2.5209	$8.12	$20.47
Small Acquisition	Common Stock	2.6983	$8.12	$21.91

Holdings After Transaction: Common Stock — 20,939.5438 shares (Direct)

Footnotes (2)

1. F1. These shares will vest on September 1, 2027 and be issued upon settlement of a restricted stock unit award granted under the Northern Technologies International Corporation 2024 Stock Incentive Plan, conditioned upon the Reporting Person remaining a director of Northern Technologies International Corporation through the vesting date.
2. F2. Includes 6,188 shares issuable upon vesting and settlement of restricted stock units and 51.5901 shares held in the Reporting Person's IRA.

Key Figures

Restricted stock units granted: 6,188 shares RSU vesting date: September 1, 2027 RSU grant price per share: $0.00 per share +5 more

8 metrics

Restricted stock units granted 6,188 shares Grant to director Nancy E. Calderon dated September 1, 2026

RSU vesting date September 1, 2027 Vesting date for 6,188-share restricted stock unit award

RSU grant price per share $0.00 per share Restricted stock unit award granted as director compensation

Small acquisition on November 12, 2025 (1) 2.5209 shares at $8.12 per share Common stock small acquisition under Rule 16a-6

Small acquisition on November 12, 2025 (2) 2.6983 shares at $8.12 per share Common stock small acquisition under Rule 16a-6

Small acquisition on February 11, 2026 (1) 2.3651 shares at $8.66 per share Common stock small acquisition under Rule 16a-6

Small acquisition on February 11, 2026 (2) 2.5325 shares at $8.66 per share Common stock small acquisition under Rule 16a-6

Shares held in IRA 51.5901 shares Common stock held in the reporting person’s IRA

Key Terms

restricted stock unit award, Stock Incentive Plan, Rule 16a-6, IRA

4 terms

restricted stock unit award financial

"These shares will vest on September 1, 2027 and be issued upon settlement of a restricted stock unit award granted under the Northern Technologies International Corporation 2024 Stock Incentive Plan"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Stock Incentive Plan financial

"restricted stock unit award granted under the Northern Technologies International Corporation 2024 Stock Incentive Plan"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

Rule 16a-6 regulatory

"Small acquisition under Rule 16a-6"

IRA financial

"Includes 6,188 shares issuable upon vesting and settlement of restricted stock units and 51.5901 shares held in the Reporting Person's IRA"

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

FAQ

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

What did NTIC disclose about the new equity grant to director Nancy E. Calderon?

NTIC disclosed that director Nancy E. Calderon received a restricted stock unit award for 6,188 shares of common stock dated September 1, 2026 under the 2024 Stock Incentive Plan. The units vest on September 1, 2027, conditioned on her continuing service as a director through that date.

When will Nancy E. Calderon’s 6,188 NTIC restricted stock units vest and be issued?

The 6,188 restricted stock units granted to Nancy E. Calderon will vest on September 1, 2027 and the shares will be issued upon settlement, provided she remains a director of Northern Technologies International Corporation through the vesting date.

Were the NTIC transactions by Nancy E. Calderon made under a Rule 10b5-1 trading plan?

No. The filing indicates that no transactions were made under a Rule 10b5-1 trading plan. The reported activity consists of a restricted stock unit grant and several very small acquisitions of common stock.

What small NTIC share acquisitions did Nancy E. Calderon report?

Nancy E. Calderon reported several very small acquisitions of NTIC common stock: 2.5209 and 2.6983 shares at $8.12 per share on November 12, 2025, and 2.3651 and 2.5325 shares at $8.66 per share on February 11, 2026, each described as a small acquisition under Rule 16a-6.

How many NTIC shares does Nancy E. Calderon hold in her IRA according to the filing?

According to the filing, Nancy E. Calderon’s reported holdings include 51.5901 shares held in her IRA, in addition to 6,188 shares issuable upon vesting and settlement of restricted stock units.

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

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Available on EDGAR 09/03/2026 - 04:02 PM EDT Accepted by SEC EDGAR 09/03/2026 - 04:01 PM EDT 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^*

Calderon Nancy E.

(Last) (First) (Middle)

C/O NORTHERN TECHNOLOGIES INT'L CORP.

4201 WOODLAND ROAD, PO BOX 69

(Street)

CIRCLE PINES MINNESOTA 55014

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NORTHERN TECHNOLOGIES INTERNATIONAL CORP [ NTIC ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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

X	Form filed by One Reporting Person
	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	11/12/2025		L	V	2.5209	A	$8.12	14,743.9479	D
Common Stock	11/12/2025		L	V	2.6983	A	$8.12	14,746.6462	D
Common Stock	02/11/2026		L	V	2.3651	A	$8.66	14,749.0113	D
Common Stock	02/11/2026		L	V	2.5325	A	$8.66	14,751.5438	D
Common Stock	09/01/2026		A		6,188(1)	A	$0	20,939.5438(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. These shares will vest on September 1, 2027 and be issued upon settlement of a restricted stock unit award granted under the Northern Technologies International Corporation 2024 Stock Incentive Plan, conditioned upon the Reporting Person remaining a director of Northern Technologies International Corporation through the vesting date.

2. Includes 6,188 shares issuable upon vesting and settlement of restricted stock units and 51.5901 shares held in the Reporting Person's IRA.

	/s/ Matthew C. Wolsfeld-Attorney-in-fact	09/03/2026
	** 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)