[Form 4] Northern Technologies International Corp. Insider Trading Activity

Rhea-AI Filing Summary

Northern Technologies International Corp. (NTIC) director Cristina Lucia Duarte Pinho reported a grant of 6,739 restricted stock units (RSUs) on 09/01/2025. The RSUs were granted under the company’s 2024 Stock Incentive Plan and are conditioned on the reporting person remaining a director through the vesting date; they will vest and be issued on 09/01/2026. The transaction is reported with a $0 price because these are restricted stock units rather than open-market purchases. After the grant, the reporting person’s beneficial ownership is disclosed as 10,510 shares, which includes the 6,739 RSUs. The Form 4 was signed by an attorney-in-fact, Matthew C. Wolsfeld, on 09/03/2025.

Positive

• Director equity alignment: 6,739 RSUs granted to the director tie compensation to continued service and company performance.
• Clear vesting schedule: RSUs vest on 09/01/2026, providing transparent timing for when shares will be issued.
• Full disclosure: Form 4 reports the transaction details and beneficial ownership, including the inclusion of the RSUs in the 10,510 share total.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director received time‑based RSUs that vest over one year, aligning compensation with continued board service.

The filing documents a routine director equity award: 6,739 RSUs granted on 09/01/2025 that vest 09/01/2026 contingent on continued service. Time‑based RSUs are a common governance tool to align a director’s interests with long‑term shareholder value and to encourage retention. The award is issued under the 2024 Stock Incentive Plan and is reported at $0 because RSUs are not an open‑market purchase. Beneficial ownership after the grant is reported as 10,510 shares, which the filing clarifies includes the unvested RSUs.

Securities Analyst

TL;DR: Insider reported a non‑cash equity grant; transaction is informational for ownership disclosure but not a liquidity signal.

The Form 4 indicates a non‑derivative, non‑cash issuance of 6,739 RSUs to a director on 09/01/2025, vesting one year later. Because the grant is conditioned on continued directorship and carries no purchase price, it represents compensation rather than market buying or selling. The filing shows total reported beneficial ownership of 10,510 shares inclusive of the RSUs. No sales, open‑market purchases, or derivative exercises are reported.

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^*

Pinho Cristina Lucia Duarte

(Last) (First) (Middle)

C/O NORTHERN TECHNOLOGIES INT'L CORP.

4201 WOODLAND ROAD, PO BOX 69

(Street)

CIRCLE PINES MN 55014

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		A		6,739(1)	A	$0	10,510(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, 2026 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 6,739 shares issuable upon vesting and settlement of restricted stock units.

	/s/ Matthew C. Wolsfeld-Attorney-in-fact	09/03/2025
	** 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 did NTIC director Cristina Pinho receive on 09/01/2025?

The reporting person was granted 6,739 restricted stock units (RSUs) on 09/01/2025 under the 2024 Stock Incentive Plan.

When will the NTIC RSUs vest for Cristina Pinho?

The RSUs are scheduled to vest and be issued on 09/01/2026, conditioned on the reporting person remaining a director through that date.

What is the reported beneficial ownership after the transaction?

The Form 4 reports 10,510 shares beneficially owned after the reported transaction, which includes the 6,739 RSUs.

Was there a purchase price reported for the RSU grant?

No purchase price is reported; the transaction is listed with a $0 price because these are restricted stock units, not an open‑market purchase.

Who signed the Form 4 filing for this transaction?

The Form 4 shows the signature of an attorney‑in‑fact, Matthew C. Wolsfeld, dated 09/03/2025.