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

Rhea-AI Filing Summary

Northern Technologies International Corp. (NTIC) insider activity: On 09/01/2025 Matthew C. Wolsfeld, who serves as CFO, Corporate Secretary and a director, reported a disposal of 168,256 shares of the issuer's common stock and the acquisition of 32,559 stock options with an exercise price of $7.42 dated 09/01/2025. The filing notes 80 shares were purchased under the company ESPP. The option covers 32,559 underlying shares and vests in three equal installments of 10,853 shares on September 1, 2026, 2027 and 2028; the option shows an exercisability/expiration reference of 08/31/2035. The form is signed by an attorney-in-fact on 09/03/2025.

Positive

• Option grant disclosed: Acquisition of 32,559 stock options at a $7.42 exercise price with a clear vesting schedule (10,853 shares vesting on each of 09/01/2026, 09/01/2027 and 09/01/2028).
• ESPP participation: Filing explicitly notes 80 shares purchased under the company's Employee Stock Purchase Plan.

Negative

• Large insider disposal: Reported disposition of 168,256 common shares on 09/01/2025, a material sale by a senior officer and director.

Insights

Securities Analyst

TL;DR: Significant insider sale reported alongside a multi-year option grant at a modest exercise price.

The reported 168,256-share disposal is a material equity disposition by a senior officer and may affect short-term stock supply and investor perception. Concurrently, the 32,559-share option grant with a $7.42 exercise price aligns management incentives long-term through vesting over 2026–2028, suggesting retention objectives. The filing is explicit about ESPP participation (80 shares) and provides clear vesting schedule for the option.

Corporate Governance Expert

TL;DR: Officer reported material sale plus a time‑vested option award; both actions are disclosure-standard for insiders.

The reporting person is identified as an officer and director, and the Form 4 discloses both a large disposed position and an option grant with defined vesting. The option’s multi‑year vesting is typical for retention and alignment; the large disposal is notable for governance transparency and should be evaluated in context of prior filings (not included here). All data presented in the filing is clearly enumerated and dated.

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^*

WOLSFELD MATTHEW C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Corporate Secretary

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								168,256(1)	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)	$7.42	09/01/2025		A		32,559		(2)	08/31/2035	Common Stock	32,559	$0	32,559	D

Explanation of Responses:

1. Includes 80 shares that were purchased under the Northern Technologies International Employee Stock Purchase Plan.

2. This option vests with respect to 10,853 shares on each of September 1, 2026, September 1, 2027, and September 1, 2028.

	/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.
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FAQ

What did NTIC insider Matthew C. Wolsfeld report on Form 4?

The filing reports a disposal of 168,256 common shares and the acquisition of 32,559 stock options at an exercise price of $7.42, both dated 09/01/2025.

How do the reported options vest for the NTIC Form 4?

The option vests in three equal installments of 10,853 shares on each of September 1, 2026, 2027 and 2028, covering 32,559 underlying shares.

Does the Form 4 show participation in any employee purchase plan?

Yes. The filing states it includes 80 shares purchased under the Northern Technologies International Employee Stock Purchase Plan.

What is the exercise price and any expiration reference for the reported options?

The reported option has an exercise price of $7.42 and the table references an exercisability/expiration entry of 08/31/2035.

When was the Form 4 signed and by whom?

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