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

Rhea-AI Filing Summary

Nancy E. Calderon, a director of Northern Technologies International Corporation (NTIC), reported a series of non-derivative stock transactions and restricted stock unit activity. The Form 4 lists multiple small acquisitions of common stock at prices between $7.35 and $13.29 on dates from 11/13/2024 through 08/13/2025. On 09/01/2025 the filing reports 6,739 restricted shares granted/issued with $0 price (noted as issuable upon vesting and settlement of a 2024 Stock Incentive Plan award). The filing states those 6,739 shares will vest on September 1, 2026 and are conditioned on the reporting person remaining a director through that vesting date. Following the reported transactions, the filing shows the reporting person beneficially owned 14,741.427 shares, which the explanation breaks down as 6,739 issuable RSU shares plus 46.7041 shares held in an IRA; the remaining balance reflects previously reported direct holdings. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Director increased beneficial ownership to 14,741.427 shares including a 6,739-share RSU grant, indicating continued equity alignment with shareholders
• Multiple documented purchases at market prices between $7.35 and $13.29 show ongoing accumulation rather than disposition

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity award and small open-market purchases, with vesting conditioned on continued board service.

The filing documents a customary restricted stock unit award under the company's 2024 Stock Incentive Plan that will vest on a specified future date only if the director remains in position. This is a standard retention-oriented grant rather than a sale or disposal. The cumulative beneficial ownership reported provides transparency on director alignment with shareholder interests. No disclosures of departures, accelerated vesting, or unusual derivative transactions appear in this Form 4.

Securities Analyst

TL;DR: Insider increased reported holdings through periodic small purchases and an RSU grant; impact is informational and routine.

The record shows multiple small acquisitions at market prices across several dates and a zero-priced issuance of 6,739 RSU shares subject to future vesting. The net result is a reported beneficial ownership of 14,741.427 shares. These disclosures are material for monitoring insider alignment but do not indicate any immediate change to the company capital structure or outstanding shares.

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

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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^*

Calderon Nancy 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	11/13/2024		L	V	5.4218	A	$13.29	7,959.8853	D
Common Stock	11/13/2024		L	V	11.377	A	$13.29	7,971.2623	D
Common Stock	02/12/2025		L	V	6.4333	A	$11.26	7,977.6956	D
Common Stock	02/12/2025		L	V	13.4998	A	$11.26	7,991.1954	D
Common Stock	05/14/2025		L	V	2.7769	A	$7.35	7,993.9723	D
Common Stock	05/14/2025		L	V	2.9728	A	$7.35	7,996.9451	D
Common Stock	08/13/2025		L	V	2.6477	A	$7.72	7,999.5928	D
Common Stock	08/13/2025		L	V	2.8342	A	$7.72	8,002.427	D
Common Stock	09/01/2025		A		6,739(1)	A	$0	14,741.427(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 and 46.7041 shares held in the Reporting Person's IRA.

	/s/ Matthew 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 change in ownership did Nancy E. Calderon report on Form 4 for NTIC?

The Form 4 reports acquisitions and RSU activity resulting in 14,741.427 shares beneficially owned following the reported transactions.

How many restricted shares were reported and when do they vest?

The filing shows 6,739 restricted shares that the explanation states will vest on September 1, 2026, subject to the reporting person remaining a director through that date.

What were the transaction prices for open-market purchases listed on the Form 4?

The listed purchase prices range from $7.35 to $13.29 for transactions dated 11/13/2024 through 08/13/2025.

Does the Form 4 disclose any sales or disposals by the reporting person?

No disposals are disclosed; all listed transactions are acquisitions (A) or issuances of RSUs at $0.

Is the RSU issuance conditional on continued service?

Yes. The explanation explicitly states the RSU shares are conditioned on the reporting person remaining a director through the vesting date.