NORTHERN TECHNOLOGIES INTERNATIONAL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 10-Q

(Mark One)

For the quarterly period ended May 31, 2026

or

For the transition period from ________________ to __________________

Commission File Number:001-11038

____________________

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

**4201 Woodland Road **

P.O. Box 69

Circle Pines, Minnesota 55014

(Address of principal executive offices) (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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 filing requirements 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 of Regulation 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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

As of July 9, 2026, there were 9,496,439 shares of common stock of the registrant outstanding.

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

FORM 10-Q

May 31, 2026

TABLE OF CONTENTS

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This quarterly report on Form 10-Q contains certain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections. For more information, see“Part I. Financial Information–* Item 2. Management*’s Discussion and Analysis of Financial Condition and Results of Operations–* Forward-Looking Statements.*”

As used in this report, references to“NTIC,”* the*“Company,”* “we,” “our” or*“us,”* unless the context otherwise requires, refer to Northern Technologies International Corporation and its wholly owned and majority-owned subsidiaries, all of which are consolidated on NTIC*’s consolidated financial statements.

As used in this report, references to: (1)“NTIC China”* refer to NTIC*’s wholly owned subsidiary in China, NTIC (Shanghai) Co., Ltd.; (2)“NTI Europe”* refer to NTIC*’s wholly owned subsidiary in Germany, NTIC Europe GmbH; (3)“Zerust Mexico”* refer to NTIC*’s wholly owned subsidiary in Mexico, ZERUST-EXCOR MEXICO, S. de R.L. de C.V.; (4)“Zerust India”* refer to NTIC*’s wholly owned subsidiary in India, HNTI Limited (formerly Harita-NTI Limited); and (5)“NTI Asean”* refer to NTIC*’s majority-owned holding company subsidiary, NTI Asean LLC, which holds investments in certain entities that operate in the Association of Southeast Asian Nations (ASEAN) region.

NTIC’s consolidated financial statements do not include the accounts of any of its joint ventures. Except as otherwise indicated, references in this report to NTIC’s joint ventures do not include any of NTIC’s wholly owned or majority-owned subsidiaries.

As used in this report, references to“EXCOR”* refer to NTIC*’s joint venture in Germany, Excor Korrosionsschutz–* Technologien und Produkte GmbH.*

All trademarks, trade names or service marks referred to in this report are the property of their respective owners.

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PART I—**FINANCIAL INFORMATION