Northern Technologies (NTIC) Insider Sells 106,763 Shares; Exercises Options

Rhea-AI Filing Summary

Narayan Ramani, a director of Northern Technologies International Corp. (NTIC), reported transactions dated 09/01/2025. The filing shows a disposition of 106,763 shares of common stock and the acquisition through exercise of a stock option for 16,287 shares at a $7.42 exercise price (shares issued 09/01/2026 expiration 08/31/2035). After the reported transactions, the filing records 16,287 shares beneficially owned directly. The form was signed by an attorney-in-fact on 09/03/2025.

Insights

Securities Analyst

TL;DR: Insider sold a large block and exercised options, resulting in net share reduction but preserved direct ownership of option shares.

The filing documents a significant disposition of 106,763 common shares alongside the exercise/acquisition of 16,287 shares via a stock option at a $7.42 exercise price. For investors, the transaction is a routine Section 16 disclosure that changes the reporting person's direct holdings. The scale of the sale relative to the acquired shares implies a net decrease in direct beneficial ownership. No other material company disclosures or financial metrics are included in the form.

Corporate Governance Expert

TL;DR: Director-level insider activity disclosed; procedural filing appears complete and properly signed.

The Form 4 identifies the reporting person as a director and indicates the filing was executed by an attorney-in-fact. The form lists specific transactions with dates, quantities, and option terms (exercise price and expiration), meeting disclosure requirements. There are no disclosures here about agreements, 10b5-1 plans, or related-party arrangements included in the document. This is a standard insider reporting event without additional governance disclosures.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Narayan Ramani

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	16,287	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 16,287 shares (Direct); Common Stock — 106,763 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

Narayan Ramani

(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								106,763	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		16,287		09/01/2026	08/31/2035	Common Stock	16,287	$0	16,287	D

Explanation of Responses:

	/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 insider transactions were reported for NTIC on this Form 4?

The filing reports a disposition of 106,763 common shares and the acquisition via option exercise of 16,287 shares on 09/01/2025.

Who filed the Form 4 for NTIC and what is their relationship to the company?

Narayan Ramani filed as a director of Northern Technologies International Corp. The form was signed by an attorney-in-fact on behalf of the reporting person.

What were the terms of the stock option disclosed in the NTIC Form 4?

The stock option had an exercise price of $7.42, transaction date 09/01/2025, 16,287 underlying shares, exercisable 09/01/2026 with an expiration of 08/31/2035.

How many shares does the reporting person beneficially own after the transactions?

Following the reported transactions, the filing shows 16,287 shares beneficially owned directly.

Was the Form 4 filed jointly or by a single reporting person?

The form indicates it was filed by one reporting person (not jointly).