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

Rhea-AI Filing Summary

Northern Technologies International Corp. (NTIC) director Sarah E. Kemp was granted 6,739 restricted stock units (RSUs) on 09/01/2025 under the company's 2024 Stock Incentive Plan. The RSUs carry a $0 purchase price and are scheduled to vest on 09/01/2026, with settlement conditioned on Ms. Kemp remaining a director through the vesting date. Following the grant, Ms. Kemp is reported to beneficially own 16,270.373 shares, which includes the 6,739 RSUs pending vesting. The Form 4 was signed via attorney-in-fact on 09/03/2025.

Positive

• Equity alignment: Award of 6,739 RSUs ties director compensation to long‑term shareholder value.
• No cash outlay: RSUs granted at $0 price, indicating a time‑based grant rather than a purchase.

Negative

• Service condition: RSUs vest only if the reporting person remains a director through 09/01/2026, so grant is forfeitable.
• Pending settlement: The 6,739 shares are not yet issued and therefore are not immediately liquid or voting shares.

Insights

Corporate Governance Expert

TL;DR: Director received time‑vested RSUs that align compensation with long‑term service.

The Form 4 discloses a routine equity award to a director rather than an immediate sale or purchase of shares. The 6,739 RSUs are time‑based and vest one year after grant, contingent on continued board service, which is a common mechanism to retain and align directors with shareholder interests. The filing shows the award carries no cash purchase price and increases reported beneficial ownership to 16,270.373 shares. This is standard governance practice and appears immaterial to capital structure absent additional context.

Securities Analyst

TL;DR: Disclosure signals routine director compensation; no immediate market impact indicated.

The transaction code and explanation indicate an award of RSUs rather than an open‑market trade. The award will settle subject to vesting on 09/01/2026 if the director remains in position, meaning no immediate increase in liquid shares outstanding. Because the grant price is $0 and no cash changed hands now, there is no immediate dilution or proceeds to the company reflected in this Form 4. Without additional material transactions or amounts relative to total outstanding shares, this filing is informational for governance and insider ownership tracking.

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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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^*

Kemp Sarah E.

(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	16,270.373(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 insider Sarah E. Kemp report on Form 4?

The Form 4 reports a grant of 6,739 restricted stock units to director Sarah E. Kemp on 09/01/2025, vesting on 09/01/2026 if she remains a director.

How many NTIC shares does Sarah E. Kemp beneficially own after the reported transaction?

The filing reports beneficial ownership of 16,270.373 shares, which includes the 6,739 RSUs pending vesting.

Were any shares purchased or sold in this Form 4 for NTIC (symbol NTIC)?

No cash purchase or sale was reported; the transaction is an RSU grant with a reported price of $0.

When will the RSUs reported on NTIC Form 4 vest?

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

Who signed the Form 4 for NTIC and when?

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