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

Rhea-AI Filing Summary

Northern Technologies International Corp. (NTIC) reporting person G. Patrick Lynch disclosed transactions on 09/01/2025. The filing shows a sale of 105,284 shares of common stock, and the acquisition of a stock option covering 44,051 underlying shares with an exercise price of $7.42. Following the sale, Mr. Lynch (through Inter Alia Holding Company) is reported to beneficially own 1,203,334 shares indirectly. The option vests in three annual tranches—14,684 shares on 9/1/2026, 14,684 on 9/1/2027 and 14,683 on 9/1/2028—and the option details show an expiration/related date listed as 08/31/2035. The filing includes Mr. Lynch's roles as President, CEO, director and >10% owner and contains the reporting attorney signature dated 09/03/2025.

Positive

• Maintains substantial indirect ownership: reported beneficial ownership of 1,203,334 shares via Inter Alia Holding Company.
• Received stock option: acquisition of an option covering 44,051 shares at an exercise price of $7.42, with a clear vesting schedule.

Negative

• Significant sale disclosed: disposition of 105,284 common shares on 09/01/2025.

Insights

Securities Analyst

TL;DR: Routine insider sale paired with a stock-option grant; insider still holds material indirect stake of 1.2M+ shares.

The filing documents a significant open-market disposal of 105,284 common shares and the acquisition of a derivative (stock option) for 44,051 underlying shares at a $7.42 exercise price on 09/01/2025. The reporting person remains a material shareholder via Inter Alia Holding Company with 1,203,334 shares listed as indirect beneficial ownership. Both the sale and the option acquisition are standard Section 16 disclosures that affect short-term share count and insider-held option exposure but do not on their face change corporate governance or strategy. The disclosure is precise about vesting dates and ownership form; no additional financial metrics are provided.

Corporate Governance Expert

TL;DR: Insider remains a senior executive and >10% owner; transactions are material to insider ownership profile but appear routine.

The report confirms G. Patrick Lynch holds multiple roles (President, CEO, director) and is a >10% owner. The sale of 105,284 shares reduces directly reported holdings while indirect ownership through Inter Alia Holding Company remains substantial at 1,203,334 shares. The newly acquired option vests over three years, aligning management compensation with multi-year retention. The filing includes the required signature and disclaimers and contains clear vesting schedule language. Overall, this is a material insider activity disclosure but does not indicate governance changes or regulatory issues.

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^*

LYNCH G PATRICK

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

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								105,284	D
Common Stock								1,203,334	I	(1)(1)

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		44,051		(2)	08/31/2035	Common Stock	44,051	$0	44,051	D

Explanation of Responses:

1. These shares are held directly by Inter Alia Holding Company of which G. Patrick Lynch is an officer and stockholder. Mr. G. Patrick Lynch disclaims beneficial ownership of the shares held by Inter Alia Holding Company, except to the extent of his pecuniary interest therein.

2. This option vests with respect to 14,684 shares on each of September 1, 2026 and September 1, 2027 and with respect to 14,683 shares on 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.
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 transactions did NTIC insider G. Patrick Lynch report on Form 4?

The filing reports a sale of 105,284 common shares and the acquisition of a stock option covering 44,051 underlying shares at an exercise price of $7.42, both dated 09/01/2025.

How many NTIC shares does G. Patrick Lynch beneficially own after the transactions?

The filing shows 1,203,334 shares beneficially owned indirectly through Inter Alia Holding Company following the reported transactions.

What is the vesting schedule for the option reported by the NTIC insider?

The option vests in three annual tranches: 14,684 shares on 09/01/2026, 14,684 shares on 09/01/2027, and 14,683 shares on 09/01/2028.

What roles does the reporting person hold at Northern Technologies International Corp. (NTIC)?

The filer is reported as President and CEO, a director, and a greater-than-10% owner of NTIC.

When was the Form 4 signed and filed for these transactions?

The form bears the attorney-in-fact signature and date of 09/03/2025.