Northern Technologies director granted 6,188 RSUs

Director Sarah E. Kemp received a new restricted stock unit award that will vest in 2027 and increases her reported holdings in NTIC.

Rhea-AI Filing Summary

NORTHERN TECHNOLOGIES INTERNATIONAL CORP (symbol: NTIC) is the issuer of record for a Form 4 filing submitted to the SEC. Kemp Sarah E. reported acquisition or exercise transactions in this Form 4 filing.

NORTHERN TECHNOLOGIES INTERNATIONAL CORP (NTIC) reported that director Sarah E. Kemp received a grant of 6,188 shares of common stock in the form of restricted stock units on September 1, 2026. These units will vest on September 1, 2027, bringing her reported direct holdings to 22,458.373 shares, including the unvested units.

Insider Trade Summary

Grant/Award: 6,188 shares

Grant/Award 1 txn

Insider Kemp Sarah E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	6,188	$0.00	$0.00

Holdings After Transaction: Common Stock — 22,458.373 shares (Direct)

Footnotes (2)

1. F1. These shares will vest on September 1, 2027 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. F2. Includes 6,188 shares issuable upon vesting and settlement of restricted stock units.

Key Figures

Restricted stock units granted: 6,188 shares Vesting date: September 1, 2027 Holdings after transaction: 22,458.373 shares +1 more

4 metrics

Restricted stock units granted 6,188 shares Grant to director Sarah E. Kemp on September 1, 2026

Vesting date September 1, 2027 Vesting of 6,188 restricted stock units, conditional on continued service

Holdings after transaction 22,458.373 shares Director Sarah E. Kemp’s direct holdings after the award, including unvested RSUs

Grant price per share $0.00 Equity award granted at no cash purchase price per share

Key Terms

restricted stock unit, vesting, Stock Incentive Plan

3 terms

restricted stock unit financial

"These shares will vest on September 1, 2027 and be issued upon settlement of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

vesting financial

"These shares will vest on September 1, 2027 and be issued upon settlement"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Stock Incentive Plan financial

"restricted stock unit award granted under the Northern Technologies International Corporation 2024 Stock Incentive Plan"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

FAQ

What insider transaction did NTIC report for director Sarah E. Kemp?

NTIC reported that director Sarah E. Kemp received a grant of 6,188 restricted stock units of common stock on September 1, 2026, as a compensation-related award with no cash price per share stated.

When do Sarah E. Kemp’s new NTIC restricted stock units vest?

The filing states that the 6,188 restricted stock units vest on September 1, 2027 and will be issued upon settlement, conditioned on her remaining a director through that vesting date.

How many NTIC shares does Sarah E. Kemp hold after this Form 4 transaction?

After the reported award, Sarah E. Kemp’s direct holdings are 22,458.373 shares of NTIC common stock, which include 6,188 shares issuable upon vesting and settlement of the restricted stock units.

Was the NTIC Form 4 transaction made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and there is no footnote indicating that the award was made pursuant to a Rule 10b5-1 trading plan.

What plan governs Sarah E. Kemp’s new NTIC restricted stock unit award?

The 6,188 restricted stock units were granted under the Northern Technologies International Corporation 2024 Stock Incentive Plan, according to the disclosure and related footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 04:28 PM Accepted by SEC EDGAR 09/03/2026 - 04:19 PM Learn about SEC filing dates

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^*

Kemp Sarah E.

(Last) (First) (Middle)

C/O NORTHERN TECHNOLOGIES INT'L CORP.

4201 WOODLAND ROAD, PO BOX 69

(Street)

CIRCLE PINES MINNESOTA 55014

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/01/2026		A		6,188(1)	A	$0	22,458.373(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, 2027 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 6,188 shares issuable upon vesting and settlement of restricted stock units.

	/s/ Matthew C. Wolsfeld-Attorney-in-fact	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)