Northern Technologies International Corp. ownership disclosure: Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund and George A. Needham each report beneficial ownership of 765,000 shares of common stock, representing 8.1% of the class as reported.
The filing (Amendment No. 2 to a Schedule 13G/A) lists shared voting and shared dispositive power of 765,000 shares for each reporting entity and individual. The reported holdings are held for advisory clients of Needham Investment Management L.L.C.; Needham Aggressive Growth Fund is identified separately.
Positive
None.
Negative
None.
Insights
Needham group reports an 8.1% stake via shared voting and dispositive power.
The schedule shows each Needham entity and George A. Needham with 765,000 shares and 8.1% ownership, reported on the Schedule 13G/A amendment. The filing attributes holdings to advisory clients of Needham Investment Management L.L.C., with one fund named explicitly.
Implications depend on holder decisions and disclosures in future filings; subsequent Form 13D/13G amendments or Form 4s would clarify active intent or transactions.
Key Figures
Filing type:Schedule 13G/A Amendment No. 2Shares beneficially owned:765,000 sharesPercent of class:8.1%+3 more
"Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
shared dispositive powerfinancial
"Shared Dispositive Power 765,000.00 for each reporting person"
Joint Filing Agreementregulatory
"Exhibit A - Joint Filing Agreement"
advisory clientsfinancial
"directly owned by advisory clients of Needham Investment Management L.L.C."
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Northern Technologies International Corp.
(Name of Issuer)
Common Stock, par value $0.02 per share
(Title of Class of Securities)
665809109
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
665809109
1
Names of Reporting Persons
Needham Investment Management L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
765,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
765,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
765,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
665809109
1
Names of Reporting Persons
Needham Asset Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
765,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
765,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
765,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
665809109
1
Names of Reporting Persons
Needham Aggressive Growth Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
765,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
765,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
765,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.1 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP Number(s):
665809109
1
Names of Reporting Persons
George A. Needham
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
765,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
765,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
765,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Northern Technologies International Corp.
(b)
Address of issuer's principal executive offices:
4201 Woodland Road, P.O. Box 69 Circle Pines, Minnesota 55014
Item 2.
(a)
Name of person filing:
Needham Investment Management L.L.C.
Needham Asset Management, LLC
Needham Aggressive Growth Fund
George A. Needham
(b)
Address or principal business office or, if none, residence:
Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Asset Management, LLC
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Aggressive Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
George A. Needham
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
(c)
Citizenship:
Needham Investment Management L.L.C. - Delaware
Needham Asset Management, LLC - Delaware
Needham Aggressive Growth Fund - Maryland
George A. Needham - United States
(d)
Title of class of securities:
Common Stock, par value $0.02 per share
(e)
CUSIP No.:
665809109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Needham Investment Management L.L.C. - 765,000
Needham Asset Management, LLC - 765,000
Needham Aggressive Growth Fund - 765,000
George A. Needham - 765,000
(b)
Percent of class:
Needham Investment Management L.L.C. - 8.1%
Needham Asset Management, LLC - 8.1%
Needham Aggressive Growth Fund - 8.1%
George A. Needham - 8.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
(ii) Shared power to vote or to direct the vote:
Needham Investment Management L.L.C. - 765,000
Needham Asset Management, LLC - 765,000
Needham Aggressive Growth Fund - 765,000
George A. Needham - 765,000
(iii) Sole power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
(iv) Shared power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 765,000
Needham Asset Management, LLC - 765,000
Needham Aggressive Growth Fund - 765,000
George A. Needham - 765,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 2 are directly owned by advisory clients of Needham Investment Management L.L.C. None of those advisory clients, other than Needham Aggressive Growth Fund, may be deemed to beneficially own more than 5% of the Common Stock, par value $0.02 per share.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Needham Investment Management L.L.C.
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Chief Financial Officer
Date:
05/15/2026
Needham Asset Management, LLC
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Authorized Person
Date:
05/15/2026
Needham Aggressive Growth Fund
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Authorized Person
Date:
05/15/2026
George A. Needham
Signature:
/s/ George A. Needham
Name/Title:
George A. Needham
Date:
05/15/2026
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
Needham reports 765,000 shares, equal to 8.1% of Northern Technologies International Corp.'s common stock. The figure appears in the Schedule 13G/A Amendment No. 2 as the beneficial ownership amount for each reporting entity and George A. Needham.
Who exactly is listed as the reporting person in the Schedule 13G/A for NTIC?
The filing lists Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund, and George A. Needham as reporting persons, with shared voting and dispositive power over the reported shares.
Are the Needham holdings reported as sole or shared voting power?
The Schedule 13G/A states the holdings are reported with shared voting power and shared dispositive power of 765,000 shares for each reporting entity and George A. Needham, with sole power listed as zero.
Do the reported Needham shares belong to clients or the firm?
The filing states the securities are directly owned by advisory clients of Needham Investment Management L.L.C. and identifies Needham Aggressive Growth Fund separately; ownership is reported on behalf of those clients.
