Northern Technologies International Corp 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedAugust 31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to __________________ NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION(Exact name of registrant as specified in its charter) 55014(Zip Code) (763)225-6600(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s common stock, excluding shares beneficially owned by affiliates, computed by reference to the closing salesprice at which the common stock was last sold as of February 28, 2025 (the last business day of the registrant’s second fiscal quarter) as reported by The NasdaqStock Market on that date was approximately $88.8million. As of November 20, 2025,9,480,689shares of common stock of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to herein) from the registrant’sProxy Statement for its 2026 Annual Meeting of Stockholders to be held January 16, 2026. NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION ANNUAL REPORT ON FORM 10-KFISCAL YEAR ENDED AUGUST 31, 2025 TABLE OF CONTENTS PART I1Item 1.BUSINESS1INFORMATION ABOUT OUR EXECUTIVE OFFICERS13Item 1A.RISK FACTORS15Item 1B.UNRESOLVED STAFF COMMENTS35Item 1C.CYBERSECURITY35Item 2.PROPERTIES37Item 3.LEGAL PROCEEDINGS37Item 4.MINE SAFETY DISCLOSURES37PART II38Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES38Item 6.[RESERVED]38Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS39Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK54Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA55Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE84Item 9A.CONTROLS AND PROCEDURES84Item 9B.OTHER INFORMATION85Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS85PART III86Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE86Item 11.EXECUTIVE COMPENSATION86Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEME