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

Rhea-AI Filing Summary

Northern Technologies International Corp. (NTIC) director Richard Nigon reported an acquisition of 8,086 restricted shares on 09/01/2025 under the companys 2024 Stock Incentive Plan. The transaction is coded as an acquisition with a $0 price because the shares are issuable upon settlement of restricted stock units (RSUs).

The Form 4 shows the reporting person now beneficially owns 47,148 shares in total, which includes the 8,086 RSUs. The RSUs are conditioned on Mr. Nigon remaining a director and are scheduled to vest on 09/01/2026, at which time the shares will be issued upon settlement.

Positive

• Director alignment with shareholders via RSU award that vests contingent on continued service
• Clear disclosure of vesting date (09/01/2026) and inclusion of unvested RSUs in beneficial ownership total

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 8,086 RSUs that vest in one year, increasing beneficial ownership to 47,148 shares.

The reported transaction is a routine equity-based compensation event for a director, recorded as an acquisition at $0 because it represents RSUs rather than an open-market purchase. Incremental ownership of 8,086 shares is modest relative to total outstanding common stock for most public companies, but it aligns director compensation with shareholder interests and provides retention incentives through the one-year vesting condition.

Corporate Governance Expert

TL;DR: RSU grant with one-year vesting is a standard retention mechanism for a director.

The filing clearly discloses the vesting condition tied to continued service as a director through 09/01/2026 and inclusion of the unvested RSUs in the beneficial ownership total. The use of an attorney-in-fact to sign the Form 4 is documented and routine. There are no red flags in disclosure clarity or form completeness based on the provided content.

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

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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^*

NIGON RICHARD

(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		8,086(1)	A	$0	47,148(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 8,086 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 transaction did NTIC director Richard Nigon report on Form 4?

The Form 4 reports an acquisition of 8,086 restricted stock units (RSUs) on 09/01/2025 under the 2024 Stock Incentive Plan.

How many NTIC shares does Richard Nigon beneficially own after the reported transaction?

The filing shows Mr. Nigon beneficially owns 47,148 shares following the reported transaction, which includes the 8,086 RSUs.

When do the RSUs reported by NTICs director vest?

The RSUs are scheduled to vest on 09/01/2026, and issuance upon settlement is conditioned on remaining a director through that date.

Why is the transaction price listed as $0 on the Form 4?

The price is $0 because the reported acquisition represents restricted stock units (RSUs) granted under an incentive plan, not a purchased block of shares.

Who signed the Form 4 for Richard Nigon and when?

The Form 4 was signed by Matthew C. Wolsfeld, Attorney-in-fact on 09/03/2025.