Northern Technologies International : 2026 Proxy Statement

About this update from Northern Technologies International Corporation

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS January 16, 2026 The Annual Meeting of Stockholders of Northern Technologies International Corporation, a Delaware corporation, will be held at our corporate executive offices located at 4201 Woodland Road, Circle Pines, Minnesota 55014, beginning at 8:00 a.m., Central Standard Time, on Friday, January 16, 2026, for the following purposes: To elect eight persons to serve as directors until our next annual meeting of stockholders or until their respective successors are elected and qualified. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the accompanying proxy statement. To indicate, on an advisory basis, whether future votes to approve executive compensation should occur every one year, two years, or three years. To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2026. To transact such other business as may properly come before the meeting or any adjournment of the meeting. Only those stockholders of record at the close of business on November 18, 2025 will be entitled to notice of, and to vote at, the meeting and any adjournments thereof. A stockholder list will be available at our corporate offices beginning January 6, 2026 during normal business hours for examination by any stockholder registered on NTIC's stock ledger as of the record date, November 18, 2025, for any purpose germane to the Annual Meeting. By Order of the Board of Directors, December 1, 2025 Circle Pines, Minnesota Matthew C. Wolsfeld Corporate Secretary Important: Whether or not you expect to attend the meeting in person, please vote by the Internet or telephone, or request a paper proxy card to sign, date and return by mail so that your shares may be voted. A prompt response is helpful and your cooperation is appreciated. [Page intentionally left blank] TABLE OF CONTENTS Page PROXY STATEMENT SUMMARY 3 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING 14 Date, Time, Place and Purposes of Meeting 14 Who Can Vote 14 How You Can Vote 14 How Does the Board Recommend that You Vote 16 How You May Change Your Vote or Revoke Your Proxy 16 Quorum Requirement 16 Vote Required 17 Other Business 18 Procedures at the Annual Meeting 18 Householding of Annual Meeting Materials 18 Proxy Solicitation Costs 19 PROPOSAL ONE-ELECTION OF DIRECTORS 20 Number of Directors 20 Nominees for Director 20 Information about Current Directors and Board Nominees 20 Additional Information about Current Directors and Board Nominees 21 Board Recommendation 24 PROPOSAL TWO-ADVISORY VOTE ON EXECUTIVE COMPENSATION 25 Introduction 25 Why You Should Vote in Favor of Our Say-on-Pay Vote 25 Proposed Resolution 26 Next Say-on-Pay Vote 26 Board Recommendation 26 PROPOSAL THREE-ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 27 Background 27 Reasons for an Annual Say-on-Pay Vote Recommendation 27 Board Recommendation 28 PROPOSAL FOUR - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 29 Appointment of Independent Registered Public Accounting Firm 29 Audit, Audit-Related, Tax and Other Fees 29 Audit Committee Pre-Approval Policies and Procedures 30 Board Recommendation 30 STOCK OWNERSHIP 31 Beneficial Ownership of Significant Stockholders and Management 31 Stock Ownership Guidelines 33 Securities Authorized for Issuance Under Equity Compensation Plans 33 CORPORATE GOVERNANCE 35 Governance Best Practices 35 Corporate Governance Guidelines 36 Board Leadership Structure 36 Director Independence 37 Board Meetings and Attendance 37 Board Committees 37 Audit Committee 37 Compensation Committee 39 Nominating and Corporate Governance Committee 41 Director Nominations Process 42 Board Oversight of Risk 43 Board Oversight of Strategy 44 Board and Board Committee Evaluations 44 Code of Ethics 45 No Political Contributions 45 Policy Regarding Director Attendance at Annual Meetings of Stockholders 45 Complaint Procedures 45 Stockholder Engagement 45 Process Regarding Stockholder Communications with Board of Directors 46 DIRECTOR COMPENSATION 47 Summary of Cash and Other Compensation 47 Non-Employee Director Compensation Program 48 Consulting Agreement 50 EXECUTIVE COMPENSATION 51 Compensation Review 51 Summary of Cash and Other Compensation 61 Outstanding Equity Awards at Fiscal Year End 62 Stock Incentive Plans 63 Post-Termination Severance and Change in Control Arrangements 65 Pay Versus Performance Disclosure 67 Compensation Committee Interlocks and Insider Participation 67 RELATED PERSON RELATIONSHIPS AND TRANSACTIONS 73 Introduction 73 Procedures Regarding Approval of Related Party Transactions 73 Description of Related Party Transactions 74 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS 75 FISCAL 2025 ANNUAL REPORT 75 References in this proxy statement to: "NTIC," "we," "us," "our," or the "Company" refer to Northern Technologies International Corporation; "Board" refer to the Board of Directors of NTIC; "Annual Meeting" refer to our 2026 Annual Meeting of Stockholders; and "Fiscal 2025 Annual Report" or "Fiscal 2025 Annual Report to Stockholders" refer to our Annual Report to Stockholders for fiscal 2025, including our Annual Report on Form 10-K for the year ended August 31, 2025, being made available together with this proxy statement. Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement. ™ and ® denote trademarks and registered trademarks of Northern Technologies International Corporation or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this proxy statement are the property of their respective owners. ‌PROXY STATEMENT SUMMARY This executive summary provides an overview of the information included in this proxy statement. We recommend that you review the entire proxy statement and our Fiscal 2025 Annual Report to Stockholders before voting. 2026 ANNUAL MEETING OF STOCKHOLDERS Proposal Board's Vote Recommendation Page DATE AND TIME Friday, January 16, 2026 8:00 a.m. (Central Time) Proposal One: Election of directors FOR 20 LOCATION 4201 Woodland Road Circle Pines, MN 55014 RECORD DATE November 18, 2025 Proposal Two: Advisory vote on executive compensation Proposal Three: Advisory vote on frequency of advisory vote on executive compensation Proposal Four: Ratification of appointment of independent registered public accounting firm FOR 25 ONE YEAR 27 FOR 29 Holders of record of our common stock at the close of business on November 18, 2025 are entitled to notice of, to attend, and to vote at the 2026 Annual Meeting of Stockholders or any continuation, postponement, or adjournment thereof. On or about December 1, 2025, we expect to begin mailing a Notice of Internet Availability of Proxy Materials to stockholders of record as of November 18, 2025 and post our proxy materials on the website referenced in the Notice of Internet Availability of Proxy Materials ( https://www.proxyvote.com ). IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 16, 2026 This proxy statement and our Fiscal 2025 Annual Report to Stockholders are available on the Internet, free of charge, at https://www.proxyvote.com . On this website, you will be able to access this proxy statement, our Fiscal 2025 Annual Report to Stockholders, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting. FISCAL 2025 BUSINESS HIGHLIGHTS Below are highlights of our financial, operational and strategic performance during fiscal 2025. FINANCIAL Net Sales Our net sales were $84.2 million during fiscal 2025, a slight decrease from last fiscal year's record net sales. Net Income Attributable to NTIC Reflecting a challenging macroenvironment, our net income attributable to NTIC decreased to $18,000, or $0.00 per diluted common share, for fiscal 2025 compared to $5.4 million, or $0.55 per diluted common share, for fiscal 2024. This decrease was primarily due to increases in operating expenses, decreases in gross margin and income from our joint venture operations and the other expense incurred as a result of a Chinese Customs issue and was partially offset by a one-time employee retention credit payment. Quarterly Cash Dividends While we paid a quarterly cash dividend of $0.07 per share for the first and second quarters of fiscal 2025, we reduced our quarterly cash dividend to $0.01 per share for the third and fourth quarters of fiscal 2025 to conserve cash resources. OPERATIONAL 15 Joint Ventures Our 15 active joint ventures provide us with access to global markets with an annual global market potential estimated at $500 million. 12 Operating Subsidiaries We maintain 12 wholly or majority-owned operating subsidiaries in North America, South America, Europe and Asia. Over 65 Countries Our network of joint ventures and subsidiaries allows us to operate in over 65 countries worldwide, allowing us to reach customers globally. STRATEGIC Industrial Manufacturing Industry ZERUST ® rust and corrosion inhibiting packaging solutions resolve corrosion problems while reducing operating costs, increasing productivity and enhancing customer satisfaction. During fiscal 2025, ZERUST ® industrial sales increased by 2.4% compared to fiscal 2024 as a result of increased demand for North American products. Oil and Gas Industry Our global network of trained corrosion management professionals and channel partners help us develop specialized corrosion mitigation solutions for the oil and gas industry, provide local support, and conduct client training. ZERUST ® Oil & Gas net sales were $7.3 million, down from record sales in fiscal 2024. Bioplastics Industry Our Natur-Tec ® biobased and compostable plastics are manufactured using NTIC's patented and/or proprietary technologies and are intended to replace conventional plastics and thereby reduce our customers' carbon footprint and provide environmentally sound waste disposal options. Natur-Tec ® net sales were $21.7 million, down from record sales in fiscal 2024. CORPORATE GOVERNANCE HIGHLIGHTS Annual election of directors ✓ Recent Board committee Chair rotations 75% independent directors ✓ No poison pill Independent Board Chair ✓ Annual say-on-pay vote Three fully independent Board committees ✓ Robust clawback policy Corporate governance guidelines ✓ No guaranteed bonuses or significant perks Annual review of governance documents ✓ Limits on other board memberships Stock ownership guidelines for executive officers and directors Board oversight of cybersecurity and other key risks STOCKHOLDER ENGAGEMENT We are committed to a robust and proactive stockholder engagement program. The Board of Directors values the perspectives of our stockholders, and feedback from stockholders on our business, corporate governance, executive compensation, and sustainability practices are important considerations for Board discussions throughout the year. Some of the actions we have taken in response to feedback from proxy advisory firms and stockholders over the last several years are described below. What We Heard What We Did Encourage Board refreshment We added Cristina Pinho to our Board in January 2023 and rotated our Compensation Committee and Nominating and Corporate Governance Committee Chairs in November 2024. Increase stockholder influence over director elections We adopted a "plurality plus" vote standard for uncontested director elections, with a director resignation policy, instead of a simple plurality vote standard. Align long-term incentives We extended the vesting of our annual stock option grants to three-year vesting in response to a concern raised by one of our institutional stockholders. Increase visibility of Environmental, Social and Governance ("ESG") principles Ensure the recovery of incentive compensation based on incorrect calculations or egregious behavior Align the interests of executive officers and directors with those of stockholders We adopted a Health, Safety and Environment Policy and Human Rights Policy to formalize our approach and further our goals with respect to these matters, as described below. We also added an ESG section to our investor relations website to increase visibility of our ESG efforts. We adopted a robust, Nasdaq-compliant clawback policy which applies not only to financial restatements, but also if a financial metric used to determine the vesting or payment of compensation was calculated incorrectly or if an executive engages in egregious conduct that is substantially detrimental to NTIC. We adopted stock ownership guidelines applicable to our executive officers and directors to ensure that their interests would be closely aligned with those of our stockholders. BOARD OF DIRECTORS COMPOSITION AND DIVERSITY The Board of Directors understands the importance of adding diverse, experienced talent to the Board of Directors in order to establish an array of experience and strategic views. The Nominating and Corporate Governance Committee is committed to refreshment efforts to ensure that the composition of the Board of Directors and each of its committees encompasses a wide range of perspectives and knowledge. All of our Board nominees collectively bring significant diversity to the Board. Each nominee is a strategic thinker and has varying, specialized experience in the areas relevant to NTIC and its businesses. Moreover, their collective experience covers a wide range of geographies and industries, and roles in academia, corporate governance and government. Our eight current directors range in age from 58 to 77; three of the eight directors are women; two are of Asian descent; one is of African descent; one is a citizen of Brazil, one is a citizen of the Republic of Korea and one is a citizen of Germany. BOARD OF DIRECTORS NOMINEES Below are the director nominees for election by stockholders at the 2026 Annual Meeting of Stockholders for a one-year term. Director Age Serving Since Independent Nancy E. Calderon 66 2019 Yes Sarah E. Kemp 59 2019 Yes Sunggyu Lee, Ph.D. 73 2004 Yes G. Patrick Lynch 58 2004 No Ramani Narayan, Ph.D. 76 2004 No Richard J. Nigon 77 2010 Yes Cristina Pinho 68 2023 Yes Konstantin von Falkenhausen 58 2012 Yes The Board of Directors recommends a vote " FOR " each of these nominees. COMMITTEE COMPOSITION The Board of Directors maintains a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each comprised of the following directors: Director Audit Committee Compensation Committee Nominating and Corporate Governance Committee Nancy E. Calderon Chair ● Sarah E. Kemp Chair Sunggyu Lee, Ph.D. ● G. Patrick Lynch Ramani Narayan, Ph.D. Richard J. Nigon ● ● ● Cristina Pinho ● Konstantin von Falkenhausen ● Chair KEY QUALIFICATIONS The following are some key qualifications, skills and experiences of our directors. Director Nancy E. Calderon Leadership/ Management ● Financial Expertise ● International Experience ● Prior Board Experience ● Government Bioplastics Experience Industry Experience Sarah E. Kemp ● ● ● ● Sunggyu Lee, Ph.D. ● ● G. Patrick Lynch ● ● Ramani Narayan, Ph.D. ● ● ● ● Richard J. Nigon ● ● ● Cristina Pinho ● ● ● ● Konstantin von Falkenhausen ● ● ● EXECUTIVE COMPENSATION PHILOSOPHY Our guiding compensation philosophy is to maintain an executive compensation program that allows us to attract, retain, motivate and reward qualified and talented executives who will enable us to grow our business, achieve our annual, long-term and strategic goals and drive long-term stockholder value. The following core principles provide a framework for our executive compensation program: Align interests of our executives with stockholder interests; Integrate compensation with our business plans and strategic goals; Link amount of compensation to both company and individual performance; and Provide fair and competitive compensation opportunities that attract and retain executives. EXECUTIVE COMPENSATION BEST PRACTICES Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our stockholders. What We Do What We Don't Do Emphasize pay for performance • No guaranteed salary increases or bonuses Structure our executive compensation so a significant portion of pay is at risk Structure our executive compensation so a significant portion is paid in equity No repricing of stock options unless approved by stockholders No pledging of NTIC securities, unless certain criteria are met Maintain competitive pay packages • No hedging of NTIC securities Maintain robust clawback policy • No excessive perquisites Hold an annual say-on-pay vote • No tax gross-ups Maintain stock ownership guidelines HOW WE PAY Our executive compensation program consists of the following principal elements: Base salary - a fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted. Annual incentive - a variable, short-term element that is typically payable in cash and is based on a corporate profitability goal and individual performance goals. Long-term incentive - a variable, long-term element that is provided in stock options. FISCAL 2025 EXECUTIVE COMPENSATION ACTIONS Fiscal 2025 compensation actions and incentive plan outcomes based on performance are summarized below: Element Key Fiscal 2025 Actions Base Salary Our executives received base salary increases at the start of fiscal 2025 of 4.0%. Annual Incentive Our executives received annual bonuses based primarily on Adjusted EBITOI (earnings before interest, taxes, and other income, as adjusted to take into account amounts paid under bonus plan and other adjustments), in amounts representing 85.4% of their base salaries. A portion of the annual incentive earned for fiscal 2025 was paid in the form of stock option grants made at the beginning of fiscal 2025. Long-Term Incentive Our executives received stock option grants on September 1, 2024, which vest annually over a three-year period. The fiscal 2025 stock option grants were intended as partial payout of the fiscal 2025 annual bonus program. Health and Welfare Benefits No significant changes were made. Retirement Plans No significant changes were made. Perquisites No significant changes were made. ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board of Directors is providing our stockholders with an advisory vote on our executive compensation, commonly known as a "say-on-pay" vote. We last submitted a say-on-pay proposal to our stockholders at our 2025 Annual Meeting of Stockholders held on January 17, 2025. At that meeting, approximately 93% of the votes cast by our stockholders were in favor of our say-on-pay vote. The Board of Directors recommends a vote " FOR " the approval of our say-on-pay proposal. FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION Every six years, NTIC is required to hold an advisory vote on the frequency of future say-on-pay votes. Since our last frequency of say-on-pay vote was held at our 2020 Annual Meeting of Stockholders, NTIC is submitting a frequency of say-on-pay proposal at the 2026 Annual Meeting of Stockholders. Stockholders may indicate whether they prefer that we hold a say-on-pay vote every one year, two years or three years, or they may abstain from this vote. The Board of Directors recommends that stockholders vote for a frequency of every " ONE YEAR " for future say-on-pay votes. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Although stockholder ratification is not required, the appointment of Baker Tilly US, LLP as NTIC's independent registered public accounting firm for fiscal 2026 is being submitted for ratification at the 2026 Annual Meeting of Stockholders as a matter of good corporate governance. The Board of Directors recommends a vote " FOR " the ratification of Baker Tilly US, LLP as NTIC's independent registered public accounting firm for fiscal 2026. 2027 ANNUAL MEETING OF STOCKHOLDERS We anticipate that our 2027 Annual Meeting of Stockholders will be held on or about Friday, January 15, 2027. The following are important dates in connection with our 2027 Annual Meeting of Stockholders. Stockholder Action Submission Deadline Proposal Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended No later than August 3, 2026 Nomination of a Candidate Pursuant to our Bylaws Between September 18, 2026 and October 18, 2026 Proposal of Other Business for Consideration Pursuant to our Bylaws Between September 18, 2026 and October 18, 2026 OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES ESG APPROACH AND MISSION At NTIC, we are committed to creating a more sustainable future. We convert unique, environmentally beneficial materials science into value-added products and services for industrial and consumer applications. Our research and development teams deliver innovative technologies and products that address climate change, use renewable materials, and enable sustainable waste management. We do this while maintaining the highest performance and processability. ESG COMMITMENTS Environmental : We are committed to operating in an environmentally responsible manner, as set forth in our Policy Statement on Health, Safety and Environment, in order to reduce our impact on climate change, conserve natural resources and operate in compliance with environmental regulations. Social : We are committed to being a socially responsible employer by prioritizing health and safety, as set forth in our Policy Statement on Health, Safety and Environment, and fostering an environment of equity and inclusion across our business, as set forth in our Human Rights Policy. Governance : We are committed to building a culture dedicated to ethical business behavior and responsible corporate activity, as set forth in our Code of Ethics. We believe strong corporate governance is the foundation to delivering on our commitments. ESG INITIATIVES We utilize electricity generated by 100% renewable sources, through the purchase of energy off-set credits, for all NTIC facilities in the United States. This annually offsets greenhouse gas emissions equivalent to 380 metric tons of carbon dioxide, which is the equivalent energy used by 47.8 average households in one year. We develop technologies that support green manufacturing processes and energy production. Our corrosion management solutions are used for product packaging, rust prevention, and rust removers to reduce the impact manufacturing has on the environment by preserving metal assets, reducing waste and energy required to make new items, aiding in the refurbishing and remanufacturing of used metal items, preventing waste by enabling the recycling of rusted metal items, providing alternative solutions from the use of oil and solvents to protect metal assets, and offering recyclable and compostable products. Our oil and gas products reduce the environmental impact of the oil and gas industry by reducing the waste of metal assets and fossil fuels, preventing spillage and leaks, and extending the service life of metal assets. Our oil and gas solutions are designed to meet stringent Environmental Protection Agency regulations. Our Natur-Tec ® bioplastics business supports the sustainability goals of people and companies by enabling users to reduce their carbon footprint, offering high-quality certified bio-based and 100% compostable resins and products, and researching new technologies to improve sustainable product choices. Our Board of directors and executive leadership team is committed to building an inclusive workforce and is committed to equal opportunity in regard to all hiring decisions, including the hiring/promoting of management positions and Board of Director appointments. We have a diversified workforce that is comprised of 42% female employees and 29% racially or ethnically diverse employees and a management team that is comprised of 40% female leaders and 23% racially or ethnically diverse leaders. We believe that sustainability means being a responsible and ethical corporate citizen, and we support employees as they give back to the communities in which they live and work by engaging in efforts to strengthen community relationships and foster employee engagement. HEALTH, SAFETY AND ENVIRONMENT Health, safety and environment are the cornerstone of NTIC. We are in the business of converting unique, environmentally beneficial materials science into value added products and services for industrial and consumer applications. We believe that we are responsible to our worldwide customers, our people, our communities and our stockholders, and we take these responsibilities seriously. We are dedicated to investing in the future of the planet and our people and we intend to continue to invest in health, safety and environmental protection and improvements in a timely manner consistent with available technology. We are guided by our Policy Statement on Health, Safety and Environment, which describes our health, safety and environmental objectives, including ensuring that all activities across the value chain are conducted in a manner consistent with our quality management standard and health, safety and environmental programs, ensuring that business activities are conducted to prevent harm and protect health and safety, and developing, manufacturing, distributing and marketing products and services with full regard for health, safety and environmental aspects. To accomplish these objectives, we intend to establish targets within our quality management standard and health, safety and environmental programs to measure progress and ensure continuous improvement, provide safe and healthy workplaces for our employees and contractors, and provide continued training to enable employees to meet their responsibility to contribute to compliance with our health, safety and environmental objectives. ENVIRONMENTAL MANAGEMENT SYSTEM POLICY NTIC has an environmental management system to establish operational controls related to the identified significant environmental aspects of NTIC's international operations and activities, the goods and services used by NTIC and communicating relevant requirements to our suppliers and subcontractors. Our Environmental Management System Policy is administered by our Chief Executive Officer and relates to the development and implementation of plans and activities to minimize, avoid and manage impacts on the environment. Significant aspects include disposal of scrap film generated by subcontractors, recycling and composting internally generated waste, electricity, lighting, heating and cooling of our buildings, handling, storage and disposal of hazardous material, and the disposal of NTIC product after use. NTIC strives to abide by all applicable laws, regulations and internal standards. EQUITY AND INCLUSION; CODE OF ETHICS Equity and inclusion are embedded in our values and integrated into our strategies. Our Human Rights Policy was designed to align with the United Nations Global Compact and core elements of the United Nations Universal Declaration of Human Rights. We are committed to providing an environment free of discrimination and harassment, where all individuals are treated with respect and dignity, can contribute fully, and have equal opportunities. We have worked to build an inclusive workforce and are committed to equal opportunity. We invest in building diverse talent pools and provide training to improve skills where appropriate. We uphold and support the right to equal treatment without discrimination or harassment, as reflected in our Equal Opportunity, Non-Discrimination, and Anti-Harassment Policy. The Board of Directors has adopted a Code of Ethics, which applies to all of our directors, executive officers, including our Chief Executive Officer and Chief Financial Officer, and employees. SUPPLIER CONDUCT At NTIC, our company values are respect, integrity, innovation, stewardship and excellence. Our Vendor Code of Conduct sets forth the requirements that we expect our vendors to comply with in order to operate lawfully, ethically and with integrity in every jurisdiction where they conduct business. This policy sets forth our expectations for our vendors with respect to anti-bribery and anti-corruption, international trade sanctions laws, antitrust laws, employee health and safety laws, environmental laws, gifts, entertainment and hospitality, anti-human trafficking and anti-modern slavery and other conduct. NTIC takes pride in setting an example by holding itself to high standards. This includes ensuring that our supply partners and vendors who are essential for doing business embody these beliefs as well. ESG OVERSIGHT Our Nominating and Corporate Governance Committee is responsible for overseeing NTIC's ESG activities, including disclosures. In doing so, the Nominating and Corporate Governance Committee periodically reviews and discusses with senior management the type and presentation of NTIC's key ESG disclosures and the adequacy and effectiveness of applicable internal controls related to such disclosures. In carrying out its responsibilities for ESG oversight, the Nominating and Corporate Governance Committee coordinates with and solicits input from the Compensation Committee and the Audit Committee in formulating the approach to NTIC's ESG activities. Our Compensation Committee is responsible for overseeing and periodically reviewing NTIC's culture and policies and strategies related to human capital management, including with respect to equity and inclusion initiatives, pay equity, talent, recruitment and development, performance management and employee engagement. Our Audit Committee has oversight over general compliance with applicable laws as well as risk management. 4201 Woodland Road, Circle Pines, Minnesota 55014 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS January 16, 2026 The Board of Directors of Northern Technologies International Corporation is soliciting your proxy for use at the 2026 Annual Meeting of Stockholders to be held on Friday, January 16, 2026. The Board of Directors expects to make available to our stockholders beginning on or about December 1, 2025 the Notice of Annual Meeting of Stockholders, this proxy statement and a form of proxy on the Internet or will mail these materials to stockholders of NTIC upon their request. ‌GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ‌Date, Time, Place and Purposes of Meeting The Annual Meeting of Stockholders of Northern Technologies International Corporation (sometimes referred to as "NTIC," "we," "our" or "us" in this proxy statement) will be held on Friday, January 16, 2026, at 8:00 a.m., Central Time, at the principal executive offices of Northern Technologies International Corporation located at 4201 Woodland Road, Circle Pines, Minnesota 55014, for the purposes set forth in the Notice of Annual Meeting of Stockholders. ‌Who Can Vote Stockholders of record at the close of business on November 18, 2025 will be entitled to notice of and to vote at the meeting or any adjournment of the meeting. As of that date, there were 9,480,688 shares of our common stock outstanding. Each share of our common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. Stockholders are not entitled to cumulate voting rights. ‌How You Can Vote Your vote is important. Whether you hold shares directly as a stockholder of record or beneficially in "street name" (through a broker, bank or other nominee), you may vote your shares without attending the Annual Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker, bank or other nominee. If you are a registered stockholder whose shares are registered in your name, you may vote your shares in person at the meeting or by one of the three following methods: Vote by Internet, by going to the website address https://www.proxyvote.com and following the instructions for Internet voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card. Vote by Telephone , by dialing 1-800-690-6903 and following the instructions for telephone voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card. Vote by Proxy Card , by completing, signing, dating and mailing the enclosed proxy card in the envelope provided if you received a paper version of these proxy materials. If you vote by Internet or telephone, please do not mail your proxy card. If your shares are held in "street name" (through a broker, bank or other nominee), you may receive a separate voting instruction form with this proxy statement or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet or telephone. The deadline for voting by telephone or by using the Internet is 11:59 p.m., Eastern Time (10:59 p.m., Central Time), on the day before the date of the Annual Meeting or any adjournments thereof. Please see the Notice of Internet Availability of Proxy Materials, your proxy card or the information your bank, broker, or other holder of record provided to you for more information on your options for voting. If you return your signed proxy card or use Internet or telephone voting before the Annual Meeting, the named proxies will vote your shares as you direct. You have three choices on each matter to be voted on. For Proposal One-Election of Directors, you may: Vote FOR all eight nominees for director, WITHHOLD your vote from all eight nominees for director or WITHHOLD your vote from one or more of the eight nominees for director. For each of the other proposals, other than Proposal Three-Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation, you may: Vote FOR the proposal, Vote AGAINST the proposal or ABSTAIN from voting on the proposal. For Proposal Three-Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation, you may: Vote for a frequency of every ONE YEAR , Vote for a frequency of every TWO YEARS, Vote for a frequency of every THREE YEARS , or ABSTAIN from voting on the proposal. If you send in your proxy card or use Internet or telephone voting, but do not specify how you want to vote your shares, the proxies will vote your shares FOR all eight of the nominees for election to the Board of Directors in Proposal One-Election of Directors, for a frequency of every ONE YEAR on Proposal Three-Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation and FOR each of the other proposals. ‌How Does the Board Recommend that You Vote The Board of Directors unanimously recommends that you vote: FOR all eight of the nominees for election to the Board of Directors in Proposal One-Election of Directors; FOR Proposal Two-Advisory Vote on Executive Compensation; For a frequency of every ONE YEAR on Proposal Three-Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation; and FOR Proposal Four-Ratification of Appointment of Independent Registered Public Accounting Firm. ‌How You May Change Your Vote or Revoke Your Proxy If you are a stockholder whose shares are registered in your name, you may revoke your proxy at any time before it is voted by one of the following methods: Submitting another proper proxy with a more recent date than that of the proxy first given by following the Internet or telephone voting instructions or completing, signing, dating and returning a proxy card to us; Sending written notice of your revocation to our Corporate Secretary; or Attending the Annual Meeting and voting by ballot. ‌Quorum Requirement The presence at the Annual Meeting, in person or by proxy, of the holders of a majority (4,740,345 shares) of the outstanding shares of our common stock as of the record date will constitute a quorum for the transaction of business at the Annual Meeting. In general, shares of our common stock represented by proxies marked "For," "Against," "Abstain" or "Withheld" are counted in determining whether a quorum is present. In addition, a "broker non-vote" is counted in determining whether a quorum is present. A "broker non-vote" is a proxy returned by a broker on behalf of its beneficial owner customer that is not voted on a particular matter because voting instructions have not been received by the broker from the customer, and the broker has no discretionary authority to vote on behalf of such customer on such matter. ‌Vote Required The table below describes the vote required for each of the proposals to be submitted to a vote of stockholders and the effect of any abstentions and broker non-votes. If your shares are held in "street name" and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares only on certain "routine" matters. Proposal One-Election of Directors, Proposal Two-Advisory Vote on Executive Compensation, and Proposal Three-Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation are not "routine" matters. Accordingly, if you do not direct your broker how to vote, your broker may not exercise discretion and may not vote your shares on either of these two proposals. This is called a "broker non- vote," and although your shares will be considered to be represented by proxy at the meeting, they will not be considered to be shares "entitled to vote" at the meeting and will not be counted as having been voted on the applicable proposal. Proposal Four-Ratification of Appointment of Independent Registered Public Accounting Firm is a "routine" matter, and, as such, your broker is permitted to exercise its discretion to vote your shares for or against the proposals in the absence of your instruction. Proposal Votes Required Effect of Votes Withheld / Abstentions Effect of Broker Non-Votes Proposal One : Election of Directors Plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the eight nominees receiving the highest number of affirmative "FOR" votes will be elected as directors. (1) Votes withheld will have no effect, unless there are more votes withheld than "FOR" votes. (1) Broker non- votes will have no effect. Proposal Two : Advisory Vote on Executive Compensation (2) Affirmative vote of a majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the proposal. Abstentions will have the effect of a vote against the proposal. Broker non-votes will have no effect. Proposal Three : Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (3) The frequency option receiving an affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote will be the option selected by the stockholders on this advisory vote. If none of the alternatives receives a majority vote, then the frequency option receiving the greatest number of votes cast will be deemed the preferred option on this advisory vote. Abstentions will have the effect of a vote against the proposal. Broker non-votes will have no effect. Proposal Votes Required Effect of Votes Withheld / Abstentions Effect of Broker Non-Votes Proposal Four : Ratification of Appointment of Independent Registered Public Accounting Firm Affirmative vote of a majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the proposal. Abstentions will have the effect of a vote against the proposal. We do not expect any broker non-votes on this proposal. (4) Under our Corporate Governance Guidelines, in an uncontested election of directors, any nominee for director who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election by stockholders present in person or by proxy at the Annual Meeting and entitled to vote in the election of directors is required to tender a written offer to resign from the Board of Directors within five business days of the certification of the stockholder vote by the Inspector of Election. While an advisory vote, the Compensation Committee and Board expect to take in account the outcome of this vote when considering future executive compensation. While an advisory vote, the Compensation Committee and Board expect to take in account the outcome of this vote when considering the frequency of future advisory votes on executive compensation. Under applicable NYSE rules, brokers and custodians may vote on a ratification of appointment of independent registered public accounting firm proposal in their discretion; and therefore, we do not expect any broker non-votes on this proposal. ‌Other Business Our management does not intend to present other items of business and knows of no items of business that are likely to be brought before the Annual Meeting, except those described in this proxy statement. However, if any other matters should properly come before the Annual Meeting, the persons named on the proxy card will have discretionary authority to vote such proxy in accordance with their best judgment on the matters. ‌Procedures at the Annual Meeting The presiding officer at the Annual Meeting will determine how business at the meeting will be conducted. Only matters brought before the Annual Meeting in accordance with our Bylaws will be considered. Only a natural person present at the Annual Meeting who is either one of our stockholders, or is acting on behalf of one of our stockholders, may make a motion or second a motion. A person acting on behalf of a stockholder must present a written statement executed by the stockholder or the duly-authorized representative of the stockholder on whose behalf the person purports to act. ‌Householding of Annual Meeting Materials Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements, annual reports and the Notice of Internet Availability of Proxy Materials. This means that only one proxy statement, Annual Report to Stockholders or Notice of Internet Availability of Proxy Materials may have been sent to multiple stockholders in each household, unless contrary instructions have been given. We will promptly deliver any of these documents to any stockholder upon written or oral request to our Stockholder Information Department, Northern Technologies International Corporation, 4201 Woodland Road, Circle Pines, Minnesota 55014, telephone: (763) 225-6637. Any stockholder who wants to receive separate copies of this proxy statement, our Annual Report to Stockholders or the Notice of Internet Availability of Proxy Materials in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder's bank, broker or other nominee record holder, or the stockholder may contact us at the above address and telephone number. ‌Proxy Solicitation Costs The cost of soliciting proxies, including the preparation, assembly, electronic availability and mailing of proxies and soliciting material, as well as the cost of making available or forwarding this material to the beneficial owners of our common stock, will be borne by NTIC. Our directors, officers and regular employees may, without compensation other than their regular compensation, solicit proxies by telephone, e-mail, facsimile or personal conversation. We may reimburse brokerage firms and others for expenses in making available or forwarding solicitation materials to the beneficial owners of our common stock. ‌PROPOSAL ONE-ELECTION OF DIRECTORS ‌Number of Directors Our Third Amended and Restated Bylaws provide that the Board of Directors will consist of that number of directors as may be determined by the Board of Directors or by the stockholders at an annual meeting. The Board of Directors has fixed the number of directors at eight. ‌Nominees for Director The Board of Directors has nominated the following eight individuals to serve as our directors until the next annual meeting of stockholders or until their successors are elected and qualified. All nominees named below are current members of the Board of Directors. Nancy E. Calderon • Ramani Narayan, Ph.D. Sarah E. Kemp • Richard J. Nigon Sunggyu Lee, Ph.D. • Cristina Pinho G. Patrick Lynch • Konstantin von Falkenhausen Proxies can only be voted for the number of persons named as nominees in this proxy statement, which is eight. If prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board's discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board of Directors has no reason to believe that any of the nominees will be unable to serve. ‌Information about Current Directors and Board Nominees The following table sets forth the name, age and principal occupation of each current director and each individual who has been nominated by the Board of Directors to serve as a director of NTIC, as well as how long each individual has served as a director of NTIC. Name Age Principal Occupation Director Since Nancy E. Calderon (1)(2) 66 Former Partner of KPMG LLP 2019 Sarah E. Kemp (3) 59 Vice President, International Government Affairs of 2019 Sunggyu Lee, Ph.D. (3) 73 Intel Corporation Chief Technologist of Chemtech Innovators LLC 2004 G. Patrick Lynch 58 President and Chief Executive Officer of NTIC 2004 Ramani Narayan, Ph.D. 76 Distinguished Professor in Department of Chemical 2004 Engineering & Materials Science at Michigan State Richard J. Nigon (1)(2)(3) 77 University Senior Vice President of Cedar Point Capital, Inc. 2010 Cristina Pinho (2) 67 Chair of the Board of Instituto Luísa Pinho Sartori 2023 Konstantin von Falkenhausen (1)(2) 58 Partner of B Capital Partners AG 2012 Member of the Audit Committee Member of the Nominating and Corporate Governance Committee Member of the Compensation Committee ‌Additional Information about Current Directors and Board Nominees The following paragraphs provide information about each current director and nominee for director, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board of Directors and its committees; a fit of skills and personality with those of our other directors that helps build a board that is effective, collegial and responsive to the needs of NTIC; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each director and nominee also sets forth specific experience, qualifications, attributes and skills that led the Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure. Nancy E. Calderon has been a director of NTIC since October 2019. Ms. Calderon is a CPA and retired from KPMG LLP in September 2019 after a distinguished 33-year career. Until her retirement, Nancy served as Global Lead Partner for a Fortune 40 Technology company, managing a global team of over 500 professionals in more than 50 countries, a position she held since July 2012, senior partner of KPMG's Board Leadership Center from its inception in 2015, and as a director of KPMG's Global Delivery Center in India and its related holding companies since September 2011. Previously, she was KPMG's Americas Chief Administrative Officer and U.S. National Partner in Charge, Operations from July 2008 to June 2012. Ms. Calderon has sat on a number of KPMG committees, including the Americas Region Management Committee, Enterprise Risk Management, Privacy, Pension Steering and Investment, Social Media and Knowledge Management. She currently serves on the board of directors of Belden Inc. We believe Ms. Calderon's qualifications to sit on the Board of Directors include her extensive financial accounting experience with KPMG and her current and prior experience on boards of directors, including, in particular, her experience serving on the audit committees of Arcimoto, Inc.; Belden, Inc.; KPMG's Global Delivery Center; Women Corporate Directors Foundation and the New York YMCA. Ms. Calderon received a Bachelor of Science from UC Berkeley's Haas Business School and a Master of Science from Golden Gate University. Sarah E. Kemp has been a director of NTIC since October 2019. Ms. Kemp is currently the Vice President of International Government Affairs at Intel Corporation, a design and developer of central processing units and related solutions for third party customers, a role she assumed in February 2022. Previously, she was the Associate Vice President at Organon, a global biopharmaceutical company, where she led Global Women's Health Policy and ESG, from April 2021 to February 2022. Before that, Ms. Kemp held various leadership positions at Merck, a pharmaceutical company, including leading Policy Communication and Population Health for emerging markets from November 2020 to April 2021 and serving as Executive Director for Public Policy and Commercial Strategies in Asia Pacific from July 2019 to October 2020. Ms. Kemp has significant government experience, having been the Deputy Under Secretary for the International Trade Administration at the U.S. Department of Commerce from February 2017 to July 2019 where she managed a substantial budget and workforce. She also served as the Minister Counselor for Commercial Affairs at the U.S. Embassy in Beijing, advising on trade and investment strategies in China. Her earlier career includes roles as a Foreign Commercial Service Officer with postings in China, Vietnam, Hong Kong and Bangkok, and she began her career as a Presidential Management Fellow. Ms. Kemp has been active on various boards, including Concordia International School in Hanoi and Women Corporate Directors in Vietnam and Beijing. She is an advisor to Indiana University's Manufacturing Policy Initiative and a board member of the Center for International Private Enterprise. We believe Ms. Kemp's qualifications to sit on the Board of Directors include her deep expertise in international commerce, especially in the Asia Pacific and Greater China regions, coupled with her experience in international and public affairs. She holds a Master of Business Administration from the Chinese University of Hong Kong, a Master of Public Administration from Columbia University, and a Bachelor of Arts degree in Physiological-Anthropology from Hamilton College. Sunggyu Lee, Ph.D. has been a director of NTIC since January 2004. Dr. Lee is Chief Technologist, Chemtech Innovators LLC, Akron, Ohio. Previously, he held positions of Russ Ohio Research Scholar and Professor of Chemical and Biomolecular Engineering, Ohio University, Athens, Ohio from 2010 to 2020, Professor of Chemical and Biological Engineering, Missouri University of Science and Technology, Rolla, Missouri from 2005 to 2010, C.W. LaPierre Professor and Chairman of Chemical Engineering at University of Missouri-Columbia from 1997 to 2005, and Robert Iredell Professor and Head of Chemical Engineering Department at the University of Akron, Akron, Ohio from 1988 to 1996. He has authored 12 books and over 550 archival publications and received 35 U.S. patents in a variety of chemical and polymer processes and products. He is currently serving as Editor of Encyclopedia of Chemical Processing, Taylor & Francis, New York, New York and also as Book Series Editor of Green Chemistry and Chemical Engineering, CRC Press, Boca Raton, Florida. Throughout his career, he has served as consultant and technical advisor to a number of national and international companies in the fields of polymers, petrochemicals and energy. He received his Ph.D. from Case Western Reserve University, Cleveland, Ohio in 1980. We believe Dr. Lee's qualifications to sit on the Board of Directors include his significant technical and industrial expertise with chemical and polymer processes and products. Such expertise is particularly helpful with respect to assessing and operating NTIC's ZERUST ® industrial business. G. Patrick Lynch , an employee of NTIC since 1995, has been President since July 2005 and Chief Executive Officer since January 2006 and has served as a director of NTIC since February 2004. Mr. Lynch served as President of North American Operations of NTIC from May 2004 to July 2005. Prior to May 2004, Mr. Lynch held various positions with NTIC, including Vice President of Strategic Planning, Corporate Secretary and Project Manager. Mr. Lynch is also an officer and director of Inter Alia Holding Company, which is a significant stockholder of NTIC. Prior to joining NTIC, Mr. Lynch held positions in sales management for Fuji Electric Co., Ltd. in Tokyo, Japan, and programming project management for BMW AG in Munich, Germany. Mr. Lynch received a Master of Business Administration degree from the University of Michigan Ross School of Business. We believe Mr. Lynch's qualifications to sit on the Board of Directors include his depth of knowledge of NTIC and its day-to-day operations in light of his position as Chief Executive Officer of NTIC, as well as his affiliation with a significant stockholder of NTIC, which the Board of Directors believes generally helps align management's interests with those of our stockholders. Ramani Narayan, Ph.D. has been a director of NTIC since November 2004. He is a Distinguished Professor at Michigan State University in the Department of Chemical Engineering & Materials Science, where he has 200+ refereed publications in leading journals to his credit, 19 patents, edited three books and one expert dossier in the area of bio-based polymeric materials. His research encompasses design and engineering of sustainable, biobased products, biodegradable plastics and polymers, biofiber reinforced composites, reactive extrusion polymerization and processing, studies in plastic end-of-life options like biodegradation and composting. He conducts carbon footprint calculations for plastics and products. He also performs LCA (Life Cycle Assessment) for reporting a product's environmental footprint. He serves as Scientific Chair of the Biodegradable Products Institute (BPI), North America. He served on the Technical Advisory Board of Tate & Lyle. He served on the Board of Directors of ASTM International, an international standard setting organization and was the founding Chair of the committee on Environmentally Degradable Plastics and Biobased Products (D20.96) and the Plastics Terminology Committee (D20.92). Dr. Narayan is also the technical expert for the United States on ISO (International Standards Organization) TC 61 on Plastics-specifically for Terminology, Biobased and Biodegradable Plastics. He has won numerous awards, including the Named MSU University Distinguished Professor in 2007; the Governors University Award for commercialization excellence; Michigan State University Distinguished Faculty Award, 2006, 2005 Withrow Distinguished Scholar award, Fulbright Distinguished Lectureship Chair in Science & Technology Management & Commercialization (University of Lisbon; Portugal); First recipient of the William N. Findley Award, The James Hammer Memorial Lifetime Achievement Award, and Research and Commercialization Award sponsored by ICI Americas, Inc. & the National Corn Growers Association. We believe Dr. Narayan's qualifications to sit on the Board of Directors include his significant technical expertise in the bioplastics area which has been helpful to NTIC's management in assessing and operating NTIC's Natur-Tec ® bioplastics business. Richard J. Nigon has been a director of NTIC since February 2010 and non-executive Chairman of the Board since November 2012. Mr. Nigon is the Senior Vice President of Cedar Point Capital, Inc., a private company that raises capital for early stage companies. From February 2001 until May 2007, Mr. Nigon was a Director of Equity Corporate Finance for Miller Johnson Steichen Kinnard (MJSK), a privately held investment firm. In December 2006, MJSK was acquired by Stifel Nicolaus, and Mr. Nigon was a Managing Director of Private Placements at Stifel Nicolaus. From February 2000 to February 2001, Mr. Nigon served as the Chief Financial Officer of Dantis, Inc., a web hosting company. Prior to joining Dantis, Mr. Nigon was employed by Ernst & Young, LLP from 1970 to 2000, where he served as a partner from 1981 to 2000. While at Ernst & Young, Mr. Nigon served as the Director of Ernst & Young's Twin Cities Entrepreneurial Services Group and was the coordinating partner on several publicly-traded companies in the consumer retailing and manufacturing sectors. In addition to NTIC, Mr. Nigon also serves on the board of directors of Celcuity Inc. and as chairperson of its audit committee and serves on the board of directors of a number of privately-held companies. Mr. Nigon previously served on the board of directors of Tactile Systems Technology, Inc., Virtual Radiologic Corporation and Vascular Solutions, Inc. until its acquisition by Teleflex Incorporated in February 2017. Through his 30 years of service at Ernst & Young, LLP, Mr. Nigon brings to NTIC's Board of Directors, and in particular the Audit Committee, extensive public accounting and auditing experience. The Board believes Mr. Nigon's strong background in financial controls and reporting, financial management, financial analysis and SEC reporting requirements is critical to the Board's oversight responsibilities. In addition, his strategic planning expertise and other experiences gained through his management and leadership roles at private investment firms that have invested in early stage companies, is helpful to the Board in assessing and operating NTIC's newer businesses. Cristina Pinho has been a director of NTIC since January 2023. Ms. Pinho is Chair of the Board of Instituto Luísa Pinho Sartori, a nonprofit organization in Brazil whose mission is to support and incentivize conservationists and biologists to work on environmental protection, a position she has held since April 2015. Ms. Pinho served as an independent board director of Ocyan, a private company, from August 2020 to April 2024. Ms. Pinho is a member of a sounding board of Shell Brazil, a position she has held since June 2023. From November 2019 to January 2022, she served as Corporate Executive Director at Brazilian Petroleum and Gas Institute, a nonprofit organization in Brazil, formed by major oil and gas producers in Brazil and petroleum products service companies. From January 2019 to November 2019, Ms. Pinho served as Undersecretary of Energy, Petroleum and Gas at Rio de Janeiro State. From 2012 to 2015, she served as Executive Manager of E&P Services and Logistics for Petrobras. We believe Ms. Pinho's qualifications to sit on the Board of Directors include her extensive experience in the oil and gas industry in Brazil and her extensive experience in ESG matters. Ms. Pinho received an ESG Competent Boards Certificate in 2021 and is a graduate of the Columbia Senior Executive Program at the Columbia Business School and also received a Digital Strategy for Business degree from the Columbia Business School in 2018. She has also received an MBA CoppeAd UFRJ; Senior Strategic Management, MBA Fundação Getúlio Vargas, Business and Strategic Management and a Mechanical Engineering degree from the Universidade Federal do Rio de Janeiro. Konstantin von Falkenhausen has been a director of NTIC since November 2012. Mr. von Falkenhausen is currently a Partner of B Capital Partners AG, an independent investment advisory boutique focused on infrastructure, public private partnerships and clean energy. In this capacity, since April 2018, Mr. von Falkenhausen has been a Director of the general partner of the B Capital Energy Transition Infrastructure Fund SICAV-SIF, an investment fund registered with the Luxembourg financial authorities CSSF. From February 2004 to March 2008, Mr. von Falkenhausen served as a Partner of capiton AG, a private equity firm located in Berlin, Germany. From March 2003 to February 2004, he served as interim Chief Financial Officer of Neon Products GmbH, a privately held neon lighting company. From May 1999 to February 2003, Mr. von Falkenhausen served as an investment manager of West Private Equity Ltd. and an investment director of its German affiliate West Private Capital GmbH. Prior to May 1999, Mr. von Falkenhausen served in several positions with BankBoston Robertson Stephens International Ltd., an investment banking firm. Mr. von Falkenhausen is a citizen of Germany. He has a Master's degree in economics (lic. oec) from the University of Fribourg (Switzerland) and a Master of Business Administration degree from the University of Chicago. We believe Mr. von Falkenhausen's qualifications to sit on the Board of Directors include his experience with several private investment and equity firms that have invested in early stage companies, which the Board believes is helpful in assessing and operating NTIC's newer businesses, and his financial expertise, which the Board believes is helpful in analyzing NTIC's financial performance. ‌Board Recommendation The Board of Directors unanimously recommends a vote FOR the election of all of the eight nominees named above. The Board of Directors Recommends a Vote FOR Each Nominee for Director ‌PROPOSAL TWO-ADVISORY VOTE ON EXECUTIVE COMPENSATION ‌Introduction The Board of Directors is providing stockholders with an advisory vote on executive compensation pursuant to the Dodd-Frank Wall Street Consumer Protection Act (the "Dodd-Frank Act") and Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This advisory vote, commonly known as a "say-on-pay" vote, is a non-binding vote on the compensation paid to our named executive officers as set forth in the " Executive Compensation " section of this proxy statement beginning on page 51. At the 2025 Annual Meeting of Stockholders held on January 17, 2025, approximately 93% of the votes cast by our stockholders were in favor of our say-on-pay vote. The Compensation Committee generally believes that such results affirmed stockholder support of our approach to executive compensation. ‌Why You Should Vote in Favor of Our Say-on-Pay Vote Our executive compensation program is generally designed to attract, retain, motivate and reward highly qualified and talented executive officers. The underlying core principles of our executive compensation program are: To align the interests of our executives with those of our stockholders; Integrate compensation with our business plans and strategic goals; Link amount of compensation to both company and individual performance goals; and Provide fair and competitive compensation opportunities that attract and retain executives. The " Executive Compensation " section of this proxy statement, which begins on page 51, describes our executive compensation program and the executive compensation decisions made by the Compensation Committee and Board of Directors for fiscal 2025 in more detail. Important considerations include: A significant portion of the compensation paid or awarded to our named executive officers in fiscal 2025 was "performance-based" or "at-risk" compensation that is tied directly to the achievement of financial and other performance goals or long-term stock price performance. Equity-based compensation granted to our named executive officers is in the form of stock options and aligns the long-term interests of our executives with the long-term interests of our stockholders. In response to a concern raised by one of our stockholders, stock options granted to our executives now vest annually over a three-year period as opposed to a one-year period. Our executive officers receive only modest perquisites and have modest severance and change-in-control arrangements. We have adopted a robust, Nasdaq-compliant clawback policy. We do not provide any tax "gross-up" payments. We believe that our executive compensation program is competitive, focused on pay for performance, and strongly aligned with the long-term interests of our stockholders. The Compensation Committee believes that executive compensation for fiscal 2025 was reasonable, appropriate, and justified by the performance of the Company and the result of a carefully considered approach. ‌Proposed Resolution The Board of Directors recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the following resolution: RESOLVED , that our stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement. Stockholders are not ultimately voting to approve or disapprove the recommendation of the Board of Directors. As this is an advisory vote, the outcome of the vote is not binding on us with respect to future executive compensation decisions, including those relating to our named executive officers, or otherwise. The Compensation Committee and Board of Directors expect to take into account the outcome of this advisory vote when considering future executive compensation decisions. ‌Next Say-on-Pay Vote We expect to conduct a say-on-pay vote on an annual basis, with the next say-on-pay vote to occur at our 2027 Annual Meeting of Stockholders. We are also conducting a frequency of say-on-pay vote this year. See "Proposal Three-Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation." Since a frequency of say-on-pay vote must be conducted every six years, we expect to conduct the next frequency of say-on-pay vote at our 2032 Annual Meeting of Stockholders. ‌Board Recommendation The Board of Directors unanimously recommends a vote FOR approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement. The Board of Directors Recommends a Vote FOR Proposal Two ‌PROPOSAL THREE-ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION ‌Background The Board of Directors is providing our stockholders with an advisory vote on the frequency of future advisory votes on executive compensation, or say-on-pay votes, such as that provided for in Proposal Two-Advisory Vote on Executive Compensation. This non-binding advisory vote is required to be conducted every six years under Section 14A of the Exchange Act and pursuant to the Dodd-Frank Act. Our last frequency of say-on-pay vote was held at our 2020 Annual Meeting of Stockholders, at which stockholders voted in favor of an annual say-on-pay vote. The next required advisory vote on the frequency of future stockholder advisory votes on executive compensation will occur no later than the 2032 Annual Meeting of Stockholders. Stockholders may indicate whether they prefer that we hold a say-on-pay vote every one year, two years, or three years, or they may abstain from this vote. ‌Reasons for an Annual Say-on-Pay Vote Recommendation After careful consideration, the Board of Directors, upon recommendation of the Compensation Committee, has determined that holding a say-on-pay vote every year remains the best approach for NTIC and our stockholders, and recommends that stockholders vote for future advisory votes on executive compensation to occur every one year. In making this recommendation, the Board continues to believe that an annual say-on-pay vote is the most appropriate policy for our stockholders and NTIC at this time. Although we recognize the potential benefits of having less frequent say-on-pay votes, we understand that an annual say-on-pay vote is currently the standard desired by many stockholders. In addition, while our executive compensation program is designed to promote a long-term connection between pay and performance, the Board of Directors recognizes that executive compensation decisions are made annually and that an annual say-on-pay vote: Aligns with our annual review of core elements of our executive compensation program; Allows stockholders to provide timely, direct input on our executive compensation philosophy, policies, and practices as disclosed in our proxy statement each year; and Is consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. Stockholders are not voting to approve or disapprove the Board of Directors' recommendation. Instead, stockholders may indicate their preference regarding the frequency of future say-on-pay votes by selecting every one year, two years or three years. Stockholders that do not have a preference regarding the frequency of future say-on-pay votes may abstain from voting on the proposal. As this is an advisory vote, the outcome of the vote is not binding on us, and the Compensation Committee and the Board of Directors may decide that it is in the best interests of NTIC and our stockholders to hold a say-on-pay vote more or less frequently than the preference receiving the highest number of votes of our stockholders. However, the Compensation Committee and the Board of Directors value the opinions expressed by our stockholders in their vote on this proposal and expect to take into account the outcome of this vote when considering the frequency of future advisory votes on executive compensation. ‌Board Recommendation The Board of Directors unanimously recommends that our stockholders vote for a frequency of every ONE YEAR , on an advisory basis, for future advisory votes on executive compensation, or say-on-pay votes. The Board of Directors Recommends a Vote of ONE YEAR for Proposal Three

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