Northern Technologies CEO gets options, 43,805-share award

NTIC’s president and CEO received new option and stock awards as part of equity compensation, with no corresponding share sales reported.

Rhea-AI Filing Summary

NORTHERN TECHNOLOGIES INTERNATIONAL CORP (NTIC) reported that President and CEO Ramdas Gautam received equity-based compensation on September 4, 2026. He was granted an option to acquire 15,278 shares of common stock at an exercise price of $8.08 per share, expiring August 31, 2036, and a separate stock award of 43,805 common shares under the company’s 2024 Stock Incentive Plan. After these awards, he held 118,932.41 common shares directly, with no sales reported and no Rule 10b5-1 trading plan disclosed.

Insider Trade Summary

Grant/Award: 59,083 shares

Grant/Award 2 txns

Insider Ramdas Gautam

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy) F2	15,278	$0.00	$0.00
Grant/Award	Common Stock F1	43,805	$0.00	$0.00

Holdings After Transaction: Stock Option (right to buy) — 15,278 contracts (Direct); Common Stock — 118,932.41 shares (Direct)

Footnotes (2)

1. F1. These shares were issued as a stock award under the Northern Technologies International Corporation 2024 Stock Incentive Plan.
2. F2. This option vests with respect to 5,092 shares on September 4, 2027 and with respect to 5,093 shares on each of September 4, 2028 and September 4, 2029.

Key Figures

Stock option shares granted: 15,278 shares Stock option exercise price: $8.08 per share Stock option expiration date: August 31, 2036 +4 more

7 metrics

Stock option shares granted 15,278 shares Option to buy NTIC common stock granted to President and CEO on September 4, 2026

Stock option exercise price $8.08 per share Exercise price for 15,278-share option grant expiring August 31, 2036

Stock option expiration date August 31, 2036 Expiration of the CEO’s 15,278-share stock option grant

Time-based vesting amount 2027 5,092 shares Portion of the option scheduled to vest on September 4, 2027

Time-based vesting amounts 2028 and 2029 5,093 shares each year Option shares vesting on September 4, 2028 and September 4, 2029

Stock award shares granted 43,805 shares Common stock issued as a stock award under the 2024 Stock Incentive Plan

Common shares held after transaction 118,932.41 shares Total NTIC common stock directly owned by the CEO after the grants

Key Terms

Stock Incentive Plan, stock option, vests

3 terms

Stock Incentive Plan financial

"issued as a stock award 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.

stock option financial

"This option vests with respect to 5,092 shares on September 4, 2027"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

vests financial

"This option vests with respect to 5,092 shares on September 4, 2027"

FAQ

What equity awards did NTIC (NTIC) grant to its CEO on September 4, 2026?

On September 4, 2026, NTIC’s President and CEO Ramdas Gautam received a stock option for 15,278 shares at $8.08 per share and a separate stock award of 43,805 common shares as equity compensation.

How do the new stock options for NTIC’s CEO vest?

The option for 15,278 shares vests in three installments: 5,092 shares on September 4, 2027, and 5,093 shares on each of September 4, 2028 and September 4, 2029, as disclosed in the vesting schedule.

When do the newly granted NTIC CEO stock options expire?

The newly granted stock option to NTIC’s CEO covering 15,278 shares of common stock has an expiration date of August 31, 2036, after which any unexercised portion will no longer be exercisable.

How many NTIC common shares does the CEO hold after the September 4, 2026 awards?

Following the September 4, 2026 equity awards, NTIC’s President and CEO directly holds 118,932.41 shares of the company’s common stock, as reported in the filing.

Were any NTIC shares sold by the CEO in this Form 4 filing?

No. The Form 4 for NTIC reports only acquisitions of stock options and a stock award by the CEO, with no sales or dispositions of common shares disclosed in this filing.

Was the NTIC CEO’s Form 4 activity under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, meaning no Rule 10b5-1 trading plan is reported for these equity awards to NTIC’s CEO.

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

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Available on EDGAR 09/09/2026 - 09:37 PM Accepted by SEC EDGAR 09/09/2026 - 09:36 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^*

Ramdas Gautam

(Last) (First) (Middle)

4201 WOODLAND ROAD, POST OFFICE 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

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	09/04/2026		A		43,805	A	$0(1)	118,932.41	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
Stock Option (right to buy)	$8.08	09/04/2026		A		15,278		(2)	08/31/2036	Common Stock	15,278	$0	15,278	D

Explanation of Responses:

1. These shares were issued as a stock award under the Northern Technologies International Corporation 2024 Stock Incentive Plan.

2. This option vests with respect to 5,092 shares on September 4, 2027 and with respect to 5,093 shares on each of September 4, 2028 and September 4, 2029.

	/s/ Gautam Ramdas	09/09/2026
	** 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)